Terms & Conditions of Supply

TERMS AND CONDITIONS OF SUPPLY (v2.0)

RECITALS:

A. The terms and conditions of this Agreement will apply to the Services to be provided by the Supplier.

DEFINITIONS
In this document the following words will have the following meanings: –
1.1   “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2   “Customer” means the organisation or person who purchases Services from the Supplier;
1.3   “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.4   “Letter of Authorisation” or “LOA” refers to a document on the Customer’s headed paper and signed by a representative of the Customer permitting the Supplier to request relevant information on the Customer’s behalf for the purpose of completing the work in the Specification Document. The example Letter of Authorisation is in the Specification Document.
1.5   “Normal Working Hours” means Monday to Friday (excluding Bank Holidays) between the hours of 9:00 and 17:00. This excludes the period 23rd December to 31^st December inclusive each calendar year.
1.6   “Services” means the services provided by the Supplier to the Customer, as set out in the Specification Document;
1.7   “Software” means any program or other operating information used by a computer
1.8   “Specification Document” means a statement of work, quotation, proposal, order acknowledgement or other similar document describing the Services to be provided by the Supplier;
1.9   “Supplier” means Energise Ltd a company registered in England and Wales (Reg. No. 06740379) with Registered Office: 8 Eaton Court, Colmworth Business Park, St Neots, Cambridgeshire PE19 8ER
2.   GENERAL
2.1: Application
(a) These Terms and Conditions will apply to all contracts for the supply of Services by the Supplier to the Customer.
2.2: Specification Document Submission
(a) The Supplier will submit to the Customer a Specification Document which will specify the Services to be supplied and the price payable. The Specification Document is the agreed record between the Supplier and Customer of the Services to be delivered. All Specification Documents will be subject to these Terms and Conditions.
2.3: Reasonable Endeavours
(a) The Supplier will use all reasonable endeavours to complete the Services within estimated time frames but, unless an agreed delivery date is set out in the Specification Document, time will not be of the essence in the performance of any Services.

2.4: Environmental Considerations
(a) Both parties will consider environmental impacts in their dealings, including encouraging electronic communication and reducing unnecessary travel.

3. PRICE AND PAYMENT

3.1: Pricing

(a) The price for the supply of Services is set out in the Specification Document.
(b) Prices are based on the information provided by the Customer, including but not limited to company structure, employee headcount, sector/industry, location(s), accessibility, floor area, unit size, complexity, and operational conditions. If any discrepancies arise, additional charges may apply.

3.2: Inflation Adjustments

(a) Prices will be reviewed annually, usually in either April or October (but can occur in any month, so long as not more than one per annum) . Any adjustments will be communicated in writing.
(b) The Supplier reserves the right to apply an annual price increase in line with the Retail Price Index (RPI). The review will take place annually between the anniversary date of the Agreement and the following 3 months. The RPI value used will be based on the value published by the Office for National Statistics for the 12 months preceding the review date. The updated pricing will be communicated in writing.

3.3: Payment Terms

(a) Payment schedules/terms will be as stated in the Service Specification, to avoid multiple variations of these Terms.
(b) Invoices are payable within 30 days of receipt (or as otherwise stated in the Service Specification).
(c) Interest on overdue invoices will be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
(d) If a purchase order is required by the Customer for processing payment, it is the Customer’s responsibility to issue this before Services are supplied. The Supplier is not responsible for delays resulting from the Customer’s failure to issue a purchase order. The invoicing date shall be defined by the date of this Agreement and not the date of the Purchase Order. All payment terms, including those related to late payment, shall be enforced based on the original invoice date, irrespective of the date on which the Purchase Order is received.

(e) Changes to invoice dates can only be requested by the customer in circumstances where a change to the schedule has occurred as a direct consequence of the actions of the Supplier. In all other circumstances, the invoice dates shall remain as originally agreed. Mutually agreed variations are permissible.

3.4: Service Suspension for Non-Payment

(a) If any payment is overdue by more than 45 days, the Supplier reserves the right to suspend Services upon written notice to the Customer.

(b) The notice shall provide a 7-day resolution period before suspension takes effect, allowing the Customer to remedy non-payment.

(c) The Supplier shall not be liable for any delays, project impacts, or losses resulting from service suspension due to non-payment.

(d) If the Customer fails to resolve outstanding payments within 30 days of suspension, the Supplier reserves the right to terminate the Agreement and seek payment for all work completed, including any contractual termination fees.

3.5: Additional Charges and Aborted Work

(a) Prices quoted assume the information provided by the Customer is accurate. If misleading or incomplete information is supplied, the Supplier may charge additional fees to cover extra work required.
(b) If additional work is necessary to ensure that the Services are delivered in line with the Specification Document, as a consequence of aborted work, and the Customer does not authorise it, the Customer will still be charged for the work completed up to that point, even if the final deliverable cannot be achieved.
(c) Fees for aborted work of any form, including site surveys, will be charged at the hourly rate of the individual carrying out the work, including travel time and time on site in relation to site surveys.
(d) Our rate card is available on request. We reserve the right to update our rate card at least once per annum.

3.6: Pricing for Site Work and Out-of-Hours Services

(a) Prices quoted for site work are based on delivery within Normal Working Hours.
(b) If site work is required outside of these hours, an additional fee of up to 50% of the original site work cost may apply.

4. SPECIFICATION OF THE SERVICES
4.1: Scope and Contractual Boundaries

(a) The Supplier will deliver Services as outlined in the Specification Document.

(b) Any descriptions, specifications, or illustrations in sales materials, marketing content, or verbal/written representations are for reference only and do not form part of this Agreement.

4.2: Amendments to Scope

(a) Any changes to the Specification Document must be agreed in writing by both parties.

(b) Such amendments may result in an adjustment to fees, which will be confirmed in advance.

4.3: Success Criteria for Service Delivery

The Supplier shall deliver the Services in accordance with the agreed scope set out in the Specification Document. The Customer acknowledges that:

(a) The Supplier’s obligation is to deliver Services in a professional manner, but the outcome depends on Customer cooperation (including providing timely access to required data).

(b) If the Customer wishes to raise a concern about the Services provided, they must notify the Supplier within 28 days of the conclusion of delivery. If no concerns are raised, the Services will be deemed successfully delivered.

(c) If the Customer fails to engage in the agreed service process (e.g. does not provide required information, approvals, or cooperation), the Supplier may deem the service delivered and charge for all work completed. This shall only occur if the Supplier has completed its obligations under clause 6.6.2.

(d) Where the Services require formal sign-off, the Supplier shall request sign-off in writing, and the Services will be deemed accepted if no reasonable objections are raised within 14 days.

5. DELIVERY

5.1: Reasonable Effort to Avoid Delay

(a) All reasonable measures will be taken to ensure that Services as set out in the Specification Document are delivered in line with the dates in the Specification Document (if applicable); however, where incidents outside of the Supplier’s control cause a delay to this delivery, the Supplier will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.

5.2: Delay Outside Supplier Control
(a) Where incidents outside of the Supplier’s control cause a delay to the originally agreed timetable of delivery, the Supplier makes no guarantees that the revised delivery date will be equal to the original delivery date plus the number of days over which the delay impacted the project. The original delivery timetable will have been agreed based on availability of resources during that original delivery timetable period, and the Customer should be aware that those resources may not remain available in the new delivery timetable period.

6. CUSTOMER’S OBLIGATIONS

6.1: General Obligations

To enable the Supplier to perform its Services, the Customer must:

(a) Cooperation & Information

Cooperate with all reasonable requests from the Supplier.
Provide necessary information as reasonably required.
Obtain any permissions or consents needed before the Services commence.
Comply with any additional requirements specified in the Specification Document or otherwise agreed.

(b) Access to Premises & Safe Working Conditions

Provide the Supplier and its representatives with reasonable access to the Customer’s premises or facilities, where required for service delivery.
Ensure that all areas where the Supplier is required to work are safe, compliant with applicable health and safety regulations, and free from hazards that could endanger personnel or affect the Supplier’s ability to perform its work.
Inform the Supplier in advance of any known safety risks, site restrictions, or security protocols that may impact service delivery.

Provide a workplace environment that is free from harassment, discrimination, abuse, or any form of inappropriate behaviour towards the Supplier’s personnel, contractors, or representatives.
If the Supplier’s personnel experience harassment, discrimination, or a hostile work environment at the Customer’s premises, the Supplier reserves the right to:
- Suspend Services immediately until the matter is resolved.
- Escalate the issue to senior representatives for corrective action.
- Terminate the contract for cause, if necessary, under Clause 13 (Termination).

To enable the Supplier to perform its Services:

(d) Consequences of Non-Compliance

If the Customer fails to meet these obligations, they will be responsible for any resulting costs incurred by the Supplier.
If the Customer or a third party (e.g. a data provider under a Letter of Authorisation) causes delays or prevents the Supplier from fulfilling its obligations, the Supplier will:
- Notify the Customer as soon as possible.
- Have no liability for any resulting delays.
- Adjust the project timeline accordingly, subject to written agreement.
- Notify the Customer if additional costs arise, providing justification for these charges.

(e) Scope Amendments

Minor amendments requested by the Customer may be included within the agreed scope of work. Major amendments will be managed in accordance with Clause 4.2.

6.2 Data Provision Obligations

To support accurate reporting and service delivery, the Customer must:
(a) Provide complete and accurate data using the Supplier’s template data collection form(s).
(b) Issue any necessary Letters of Authority to allow the Supplier to request data from third parties.
(c) Assist in obtaining required data but acknowledge that the Supplier is not responsible for third-party data accuracy.
(d) Conduct an operational review of any reports before final sign-off.

If data is not provided:

The Supplier will request it once and chase twice.
If still unavailable, the Supplier may estimate where appropriate or submit incomplete reports.
The Customer will remain liable for associated costs.

6.4 Cancellation and Termination

If the Customer unlawfully terminates or cancels the Services before completion, they must compensate the Supplier for:
(a) All committed third-party costs.
(b) Any unpaid for Services already delivered.
(c) Either:

For retained Services: Six months of the annual fee on a pro-rata basis.
For project work: 50% of the remaining project value.

Failure to meet obligations under Clause 6.1, 6.2, or 6.4 will be treated as a cancellation unless remedied within 30 days of written notice, in which case the above cancellation terms will apply.

6.4 Supplier’s Limited Responsibility for Third Parties and Compliance

(a) The Supplier facilitates data requests from third parties (e.g. utility suppliers) but is not responsible for:

The negotiation, agreement, or failure to secure contracts with third parties.
The accuracy or completeness of third-party data.

(b) The Supplier may assist the Customer with compliance-related schemes (e.g. energy reporting), but the Customer retains full responsibility for ensuring compliance with relevant laws and regulations.

6.5 Customer Feedback
(a) Feedback on, and requests for amendments to, any Services should be submitted in writing.

6.6: Issue Resolution
6.6.1: Purpose and General Responsibility

(a) This escalation mechanism applies to any issues that arise in the course of service delivery, including but not limited to:

Delays, errors, or non-performance by either party.
Disputes regarding payment, data provision, or contractual obligations.
Unresponsiveness from either party affecting service progress.

(b) Both parties agree to engage in good faith efforts to resolve issues quickly, minimising disruption to service delivery.

6.6.2: Escalation Triggers and Paths

(A) Where the Issue Originates from the Customer

Escalation will occur if the Customer:

Fails to provide required data, approvals, or engagement, leading to service delays.
Delays payment or disputes charges, affecting the Supplier’s ability to continue providing Services.
Fails to meet contractual obligations, impacting agreed deliverables.

If the issue remains unresolved after 15 working days, the escalation will follow these steps:

Step 1: Supplier’s primary contact formally raises the issue with the Customer’s designated contact.
Step 2: Senior Level Escalation – If there is no resolution within 15 days, the issue will be escalated to the Customer’s senior representative.
Step 3: Final Escalation – If still unresolved after 15 additional days, the matter will be escalated to the Customer’s Executive Team, with formal notification of potential contract suspension or termination.

If the issue persists beyond this final step, the Supplier may:

(a) Suspend Services until the matter is resolved (suspension relating to non-payment shall not be impacted by this clause).
(b) Adjust the project scope, deliverables, or timeline accordingly.
(c) Treat the issue as a material breach under Clause 13 (Termination).

(B) Where the issue originates from the Supplier

Escalation will occur if the Supplier:

Fails to meet agreed service levels or deliverables as per the Specification Document.
Does not respond to reasonable Customer requests within agreed timeframes.

If the issue remains unresolved after 15 working days, the escalation will follow these steps:

Step 1: Customer’s primary contact formally raises the issue with the Supplier’s assigned contact.
Step 2: Senior Level Escalation – If unresolved within 15 days, the matter should be escalated to the Supplier’s senior representative.
Step 3: Final Escalation – If there is no resolution after 15 additional days, the issue should be escalated to the Supplier’s Executive Team, where corrective actions will be determined.

If the issue persists beyond this final step, the Customer may:
(a) Request a contractually defined remedy (e.g. service correction, revised delivery timeline).
(b) Withhold payment for incomplete work, subject to Clause 3 (Payment).

6.6.3: Mutual Obligations in the Escalation Process

(a)

Both parties must engage in good faith and respond to escalation steps within a reasonable timeframe.
Escalation notices should be made in writing (email or formal notice) to ensure a documented resolution path.
If a solution is agreed, it will be documented and considered binding.

7. ALTERATIONS TO THE SPECIFICATION DOCUMENT

7.1: Mutual Variation

(a) The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Services to be provided under this Agreement will be set out in the Specification Document, which will reflect the changed Services and price and any other terms agreed between the parties.

7.2: Customer Requested Variation

(a) The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier will, within 10 working days, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

7.3: Supplier Requested Variation

(a) Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer will, within 10 working days of receipt of such notice, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

7.4: Updates to Documentation

(a) Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document will be amended to reflect such alterations (either by exchange of letters detailing the changes agree, or by an updated version of the original) and thereafter the Supplier will perform this Agreement upon the basis of such amended terms.

8. WARRANTY

8.1: Reasonable Skill and Care

(a) The Supplier warrants that the Services performed under this Agreement will be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

8.2: Warranties

(b) Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by the Supplier.

9. INDEMNIFICATION

9.1: Customer Indemnity

(a) The Customer shall indemnify, defend, and hold harmless the Supplier against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) that the Supplier incurs as a direct or indirect result of:

The Customer’s breach of any obligations under this Agreement.
The Customer’s failure to provide accurate data, approvals, or necessary cooperation, resulting in delays, errors, or additional costs.
Any third-party claim arising from the Customer’s misuse of the Supplier’s materials, methodologies, or intellectual property.
The Customer’s failure to comply with applicable laws, regulations, or industry standards relevant to the Services.

(b) The Supplier shall promptly notify the Customer of any indemnifiable claim and provide reasonable assistance in its defence.

9.2: Commitment to Mediation & Dispute Resolution

(a) Good Faith Resolution – The parties agree to attempt to resolve any dispute, claim, or disagreement arising under or in connection with this Agreement in good faith through direct negotiation before pursuing formal legal action.

(b) Mediation Requirement –

If a dispute cannot be resolved through negotiation within 20 working days, the parties must refer the dispute to mediation before initiating legal proceedings.
The mediation shall be conducted by a mutually agreed independent mediator under the rules of a recognised mediation body.
Mediation costs shall be shared equally unless otherwise agreed.

- If mediation does not resolve the dispute within 20 days, either party may initiate legal proceedings, but only after demonstrating that mediation was attempted in good faith.
- This clause does not prevent either party from seeking urgent injunctive relief where necessary to prevent irreparable harm.
- This clause does not prevent the Supplier from proceeding with legal action in the event that the Customer does not meet its obligations under clause 3.

10. LIMITATION OF LIABILITY

10.1: Unrestricted Liabilities

Nothing in these Conditions limits or excludes liability for:
(a) Death or personal injury caused by negligence of either party, including their employees, agents, or subcontractors.
(b) Fraud or fraudulent misrepresentation.
(c) Breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
(d) Breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (title and quiet possession).
(e) Defective products under the Consumer Protection Act 1987.

10.2: General Liability Limitations

(a) The Supplier shall not be liable for any loss of profit, loss of business, indirect, consequential, or special damages, regardless of the cause.

(b) The Supplier’s total liability for all claims, regardless of legal basis, shall be capped at twice the total fees paid by the Customer for the relevant Services.

(c) The Customer’s liability for all claims against the Supplier shall be subject to the same limitation, except for claims arising from:

Non-payment of fees.
Wilful misconduct, fraud, or breaches of confidentiality or intellectual property rights.

(d) Neither party shall be liable for losses caused by third-party data sources, cybersecurity breaches outside their control, or force majeure events.

10.3: Software Use and Third-Party Data Disclaimer

(a) The Supplier provides access to its proprietary software and digital platforms to support service delivery. While reasonable efforts are made to ensure reliability, the Supplier does not guarantee:

Uninterrupted access or error-free operation.
Compatibility with all third-party systems.
Protection from all data loss, cyber threats, or system failures originating from third parties.

(b) Third-Party Data Disclaimer:

The Supplier is not responsible for inaccuracies in external data sources (e.g. utility providers, environmental datasets).
If third-party data is incomplete or incorrect, the Supplier may use reasonable estimates to proceed, and the Customer remains responsible for any decisions based on such data.

10.4: Fairness and Risk Allocation

(a) Both parties agree to take reasonable steps to mitigate any losses or damages before making a claim under this Agreement.
(b) If a breach occurs, the affected party must give reasonable notice to allow the other party an opportunity to rectify the issue before escalating to legal action.

10.5: Survival of Liability Terms

Liability limitations under this Clause 10 shall remain in effect after termination, in accordance with Clause 13.5.

11. CONFIDENTIALITY & CYBER SECURITY

11.1: Confidentiality Obligations

(a) Each party (the Receiving Party) must keep in strict confidence all technical, commercial, and business information disclosed by the other party (the Disclosing Party), including but not limited to:

Technical know-how, specifications, inventions, processes, and business strategies.
Any commercially sensitive or proprietary information related to the Disclosing Party’s products, services, or operations.
Any other information identified as confidential, whether disclosed verbally, electronically, or in writing.

(b) The Receiving Party must:

Only share confidential information with its employees, agents, or subcontractors who need to know such information for the purposes of performing obligations under this Agreement.
Ensure all recipients comply with the obligations set out in this clause as though they were a party to the Agreement.
Take all reasonable measures to protect confidential information from unauthorised access, disclosure, or misuse.

Law, a governmental or regulatory authority, or a court of competent jurisdiction.
Provided that, where legally permitted, the Receiving Party notifies the Disclosing Party before disclosure.

11.2: Cyber Security & Emerging Threat Protections

(a) Data Security Obligations

Both parties agree to implement reasonable and up-to-date cybersecurity measures to protect confidential information, including but not limited to:

Secure access controls, encryption, and multi-factor authentication where appropriate.
Regular software updates and vulnerability assessments to mitigate cyber risks.
Incident response procedures for addressing potential data breaches or cyber threats.

(b) Breach Notification

If either party becomes aware of a data breach, cyberattack, or unauthorised access involving the other party’s confidential information, it must:
- Notify the affected party immediately (within 24 hours where feasible).
- Provide details of the breach and the steps being taken to mitigate risks.
- Cooperate with the affected party to remediate the breach.

Each party must take reasonable steps to protect against emerging threats, including:

Phishing, ransomware, and other cyberattacks that could compromise confidential data.
Supply chain security to ensure that subcontractors and service providers uphold appropriate security standards.

(d) Exclusion of Liability for Third-Party Cybersecurity Failures

The Supplier is not responsible for third-party cyber risks or security breaches caused by the Customer’s systems, third-party vendors, or software providers. The Customer must ensure that:

Its own IT infrastructure, cloud services, and data management processes meet reasonable security standards.
Any data provided to the Supplier is free from malware, vulnerabilities, or known security risks.

11.3: Supplier’s Use of Customer Information

(a) The Supplier may:

Name the Customer (or Partner Client) as a Customer for marketing purposes, provided that no commercially sensitive information is disclosed.
Utilise non-commercially sensitive data for case studies, testimonials, or aggregated industry insights, subject to prior written approval from the Customer.

(b) If Clause 17 is in effect, the Supplier reserves the right to name itself as the Supplier in relation to any public references to the Services provided under this Agreement.

11.4: GDPR & Data Protection Compliance

(a) Compliance with Data Protection Laws

Both parties shall comply with all applicable data protection and privacy laws, including but not limited to:

The UK General Data Protection Regulation (UK GDPR).
The Data Protection Act 2018.
Any other applicable laws governing the collection, processing, and storage of personal data.

(b) Roles of the Parties

Where the Supplier processes personal data on behalf of the Customer, the Supplier acts as a Data Processor and the Customer as a Data Controller, in accordance with the definitions set out in the GDPR.
Where the Supplier determines the purpose and means of data processing, it shall act as a Data Controller.

The Supplier shall:

Only process personal data in accordance with the Customer’s documented instructions.
Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
Not transfer personal data outside of the UK or EEA unless appropriate safeguards are in place.
Ensure that any subcontractors (Sub-Processors) used to process personal data are subject to equivalent data protection obligations.
Assist the Customer in meeting its GDPR obligations, including responding to data subject access requests, reporting data breaches, and conducting impact assessments where required.

(d) Customer Data Responsibilities

The Customer shall ensure that all personal data provided to the Supplier is collected, processed, and disclosed in compliance with applicable data protection laws.
The Customer shall not provide sensitive personal data (such as health data, biometric data, or special category data) unless explicitly agreed in writing.

(e) Retention & Deletion of Personal Data

The Supplier shall only retain personal data for as long as necessary to fulfil its contractual obligations or as required by law.
Upon termination of the Agreement, the Supplier shall delete or return all personal data within 30 days, unless:

A legal obligation requires continued retention.
The Customer requests an extended retention period (up to 90 days) for transition purposes.

The Supplier shall not be liable for data loss due to the Customer’s failure to back up necessary data before termination.

(f) Liability for Data Breaches

Each party is responsible for its own compliance with data protection laws.
If the Supplier suffers a data breach due to the Customer’s negligence, the Supplier shall not be liable for any resulting claims.
If the Supplier is found responsible for a breach of personal data under its control, its liability is limited to twice the total fees paid by the Customer for the relevant Services, unless otherwise required by law.

11.5 Survival of Confidentiality Obligations

The obligations under this Clause 11 shall continue post-termination as outlined in Clause 13.5.12.

12. SOFTWARE & AI USAGE

12.1: Software Licence Grant

(a) Where set out in the Specification Document, the Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free licence to use the Supplier’s software (the “Software”). The Software is protected by copyright law and international copyright treaties.

(b) The licence is granted solely for the Customer’s internal business purposes and must not be used for any other commercial purpose unless explicitly agreed in writing and only for the period for which this agreement is in effect.

(c) Where Services are provided through a third party, the Supplier may extend the use of this licence to an approved Partner Client, provided that the Customer ensures the Partner Client agrees to the terms set out in this Clause 12.

12.2: Permitted and Restricted Uses

(a) Permitted Use:

The Customer may archive copies of the Software solely for backup purposes, provided such copies retain all original proprietary notices.

(b) Restricted Uses:

The Customer is strictly prohibited from:

Modifying, translating, reverse-engineering, decompiling, disassembling, or creating derivative works based on the Software.
Attempting to discover source code, underlying ideas, or algorithms within the Software.
Removing, obscuring, or altering any proprietary notices or labels in the Software.
Leasing, distributing, sublicensing, or otherwise making the Software available to any third party without prior written consent from the Supplier.

The Supplier reserves the right to withdraw any permissions granted under this clause at any time. Upon withdrawal, the Customer must immediately cease use and destroy all copies of the Software.

12.3: Intellectual Property Rights

(a) The Supplier retains all intellectual property rights (including copyrights, patents, trademarks, and trade secrets) in the Software. No ownership rights are transferred to the Customer under this Agreement.

(b) The Software, including any modifications, enhancements, or updates, shall remain the exclusive property of the Supplier.

(c) The Supplier reserves the right to update, modify, or discontinue features within the Software, provided such changes do not materially impact the Customer’s agreed scope of service.

12.4: AI Usage & Quality Assurance

(a) AI Integration in Services & Software

The Supplier reserves the right to:

Embed artificial intelligence (AI) technology within its Software to enhance functionality and analytical capabilities.
Utilise AI to support the delivery of Services, including but not limited to data analysis, reporting, predictive modelling, and customer interactions.

(b) Quality Assurance & Human Oversight

Where AI is used in the Supplier’s Services, the Supplier will apply the same Quality Assurance (QA) processes as for manually produced outputs.
AI-generated insights, analyses, or recommendations will be reviewed for accuracy, relevance, and reliability before inclusion in final deliverables.

The Customer acknowledges that AI-generated outputs are advisory in nature and should be used in conjunction with expert review.
The Customer must ensure that any data input into the Software does not contain confidential, sensitive, or personally identifiable information unless explicitly agreed in writing.
The Supplier is not liable for any unintended consequences resulting from AI-driven decisions made by the Customer or its Partner Client based on AI-generated insights.

(d) AI Liability Disclaimer

To the extent permitted by law, the Supplier shall not be liable for:

Errors, misinterpretations, or biases in AI-generated outputs due to limitations in technology or third-party data dependencies.
Decisions made solely based on AI recommendations, as all AI-generated insights should be validated by human expertise where applicable.

12.5: Software Warranties & Disclaimers

(a) The Supplier makes reasonable efforts to ensure that the Software operates correctly but does not guarantee:

Uninterrupted access, error-free operation, or absolute security.
Compatibility with all third-party systems or integrations.
Protection against cyber threats or external attacks.

(b) The Supplier provides the Software “as is”, with no implied warranties beyond those required by law. Any statutory warranties, including but not limited to those under the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982, are excluded to the fullest extent permitted by law.

12.6: Survival of Software Terms

Software licensing and AI usage restrictions shall remain enforceable after contract termination, per Clause 13.5.

13. TERMINATION

13.1: Termination for Breach or Insolvency

Either party may terminate this Agreement immediately by written notice if:

(a) The other party commits a material breach of this Agreement and, if the breach is remediable, fails to remedy it within 28 calendar days of receiving written notice to do so.

(b) The other party commits a material breach that cannot be remedied under any circumstances.

Passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction).
Ceases to carry on its business or substantially all of its business.
Is declared insolvent or enters any form of insolvency proceeding (e.g., liquidation, administration, receivership).
Has a liquidator, receiver, administrator, or similar officer appointed over any of its assets.

13.2: Termination for Service Type

(a) Retained Services

The Specification Document remains in effect for the initial term stated and cannot be terminated before this period ends.
After the initial term, the Agreement continues until terminated with at least 3 months’ written notice.

(b) Project-Based Services

The Agreement ends upon completion of the term specified in the Specification Document.
If the Customer terminates early, they must pay for:
- All work completed up to that date.
- Any committed third-party costs.
- 50% of the residual project value as a pre-estimate of losses.

If a service includes both retained and project-based elements, termination must align with both conditions above for each respective service type.

13.3: Termination Due to Legislative Changes

The Agreement may be mutually terminated if legislative changes remove the Customer’s need for the Services.
In such cases, the Customer must pay for:
- All work completed up to the termination date.
- Any additional work required to close out the Services prematurely.

13.4: Supplier Intellectual Property (IP) Protections

(a) Ownership of Work & Methodologies

The Supplier retains all Intellectual Property Rights (IPR) in its methodologies, processes, tools, reports, models, and software used to deliver the Services.
The Customer is granted a licence to use the deliverables provided under this Agreement, but does not acquire ownership of any Supplier IP.

(b) Retention of IP After Termination

Upon termination, the Customer may continue to use any reports or deliverables already provided, but only for internal purposes.
The Customer must not distribute, modify, commercialise, or reverse-engineer any Supplier IP.

13.5: Survival of Key Terms

The following clauses shall survive termination of this Agreement, whether termination occurs due to completion of the Services, breach, insolvency, or mutual agreement:

(a) Clause 6 – Customer Obligations (including all data provision and compliance requirements, where applicable, for past Services).
(b) Clause 9 – Indemnification (including any liabilities arising from pre-termination obligations).
(c) Clause 10 – Limitation of Liability (ensuring liability protections remain in force post-contract).
(d) Clause 11 – Confidentiality & Cyber Security (continuing data protection and confidentiality obligations).
(e) Clause 12 – Software & AI Usage (ensuring compliance with software licensing and AI terms even after termination).
(f) Clause 13.4 – Supplier Intellectual Property Protections (ensuring the Supplier retains ownership of developed methodologies, reports, and tools).
(g) Clause 14 – Intellectual Property Rights (ensuring restrictions on the use of Supplier-owned materials remain enforceable).
(h) Clause 22 – Notices & Periodic Review (allowing for enforcement of any pending contract changes or updates)

Where applicable, any payment obligations accrued before termination shall remain due and payable despite contract closure.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Ownership of Intellectual Property

(a) All Intellectual Property Rights (IPR) produced, developed, or arising from the performance of this Agreement shall remain or become the absolute property of the Supplier, unless explicitly agreed otherwise in writing.

(b) Where any IPR is not already vested in the Supplier, the Customer shall:

Take all reasonable steps to ensure that such rights legally vest in the Supplier.
Execute any necessary documents, agreements, or assignments to confirm the Supplier’s ownership of such rights.
Ensure that no third-party claims or encumbrances interfere with the Supplier’s rights over developed materials.

14.2: Customer Data & Supplier Materials

(a) Customer Data: Any data, records, or operational information supplied by the Customer for use in the Services remains the exclusive property of the Customer. The Supplier shall use this data solely for the purposes of delivering the Services.

(b) Supplier Materials & Deliverables:

Any materials, reports, analyses, templates, methodologies, tools, or presentations created by the Supplier to process, analyse, or present the Customer’s operational data shall remain the sole property of the Supplier.
The Customer is granted a limited, non-exclusive, non-transferable, revocable licence to use the Supplier’s materials solely for internal purposes during the term of this Agreement.
The Customer shall not modify, distribute, sublicense, or commercially exploit the Supplier’s materials without prior written consent.

14.3: Third-Party & Pre-Existing Intellectual Property

(a) Where the Supplier incorporates pre-existing intellectual property, third-party tools, or software into the Services, such elements shall remain the property of their respective owners. The Supplier provides access only under the applicable licensing terms of such third-party elements.

(b) The Supplier shall not be obliged to transfer or assign any rights to third-party materials, proprietary software, or methodologies used in the delivery of the Services.

14.4: Protection of Supplier IPR

(a) The Customer shall not, directly or indirectly:

Copy, modify, distribute, reverse-engineer, or attempt to recreate any Supplier-owned methodologies, software, tools, or processes.
Claim ownership or seek intellectual property protection over any work developed by the Supplier.

(b) If the Customer breaches this clause, the Supplier reserves the right to:

Suspend service delivery until the breach is rectified.
Seek injunctive relief or legal action to prevent unauthorised use or disclosure.

15. FORCE MAJEURE

15.1: Force Majeure

Neither party will be liable for any delay or failure to perform its obligations if caused by events beyond its reasonable control, including but not limited to:

Natural disasters (e.g., floods, earthquakes, extreme weather).
Strikes, lockouts, or industrial disputes.
War, terrorism, civil unrest, or armed conflict.
Fire, explosions, or accidents.
Government actions, new laws, or regulatory changes.
Pandemics, epidemics, or public health emergencies.
Cyber-attacks, network failures, or critical IT system outages.
Failure or disruption of third-party suppliers, manufacturers, or service providers.

If a force majeure event occurs:

(a) The affected party must notify the other party in writing as soon as reasonably possible, providing details of the event and its expected impact.

(b) The affected party will be entitled to a reasonable extension to fulfil its obligations.

(c) If the event continues for more than 20 working days, either party may discuss alternative solutions or termination options in good faith.

(d) Any impacts on payment must be outlined in any notification must be addressed as outlined in clause 15.1.c.

16. INDEPENDENCE
16.1: Independence
(a) The Supplier and the Customer are independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.

17. PARTNERING

17.1 Definitions and Scope
(a) This agreement shall be a Partnering Arrangement if specified in the Specification Document and becomes an agreement where the Supplier provides Services that are resold, repackaged, or otherwise delivered to a third party organisation rather than directly to the Customer.
(b) The Customer is responsible for ensuring that its own customers (“Partner Clients”) understand that the Supplier is the service provider and comply with relevant obligations.
(c) If clause 17.1.a is in effect, then all of clause 17 will apply. Otherwise, it is not applicable to the relationship between the Supplier and the Customer.

17.2 Partner Responsibilities
(a) The Customer remains responsible for:

Ensuring compliance with all contractual and legal requirements related to the Services.
Managing all communications, queries, and service requests from its Partner Clients.
Providing accurate data to the Supplier in line with Clause 6.2 (Data Provision Obligations).

(b) The Supplier will not be liable for any errors, misrepresentations, or delays caused by the Customer in their dealings with Partner Clients.

17.3 Supplier Responsibilities
(a) The Supplier will provide Services as per the Specification Document agreed with the Customer.
(b) The Supplier retains the right to clarify its role if a Partner Clients requests confirmation of the actual service provider.

17.4 Supplier Verification of Service Use

(a) The Supplier reserves the right to verify that Services provided under this Agreement are being used as intended.
(b) The Supplier may request reasonable access to data or usage reports to ensure compliance.
(c) If misuse is identified, the Supplier may:

Request corrective action from the Customer.
Suspend Services pending investigation.
Terminate the Agreement if misuse persists after written notice.

17.5 Liability and Indemnity

(a) The Customer shall indemnify the Supplier against any claims, disputes, or liabilities arising from the Customer’s actions, misrepresentations, or failures in service delivery to a Partner Clients.
(b) The Supplier’s liability in any Partnering Arrangement remains limited to the Customer only, in accordance with Clause 10 (Liability).

17.6 Termination of Partnering Arrangements
(a) If the Customer fails to comply with its obligations under this clause, the Supplier reserves the right to terminate the arrangement with immediate effect and cease providing Services in the manner outlined in Clause 17.

18. TITLE AND RISK

18.1: Risk

(a) The risk in the Software will pass to the Customer on delivery.

18.2: Title

(a) Title to the Supplier’s Software will remain solely with the Supplier.

18.3: Access Rights

Access rights to the Software will not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

(a) The Software.

(b) Any other Software or Services that the Supplier has supplied to the Customer in respect of which payment has become due.

19. ASSIGNMENT AND OTHER DEALINGS

19.1: Assignment and other dealings

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party who will be subject to the requirements of the Supplier’s quality management system.

(b) The Customer will not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement.

20. SEVERABILITY

20.1: Severability

(a) If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision will be severed and the remainder of the provisions herein will continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provisions eliminated.

21. WAIVER

21.1: Waiver

(a) The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein will not be a waiver from them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

22. NOTICES & PERIODIC REVIEW

22.1 Notices

(a) Any notice required under this Agreement must be served by email, fax, personal service, or post to the address specified in the Specification Document or any other address communicated in writing by a party.

(b) A notice will be deemed received:

By email – on the day it was sent, unless a failed delivery notice is received.
By fax – upon receipt of an error-free transmission report.
By personal delivery – at the time of delivery.
By post – in the ordinary course of postal delivery.

(c) Notices relating to contract termination, material breach, or legal action must be provided in writing and sent via email with a read receipt or by recorded delivery.

22.2 Periodic Review of Terms

(a) This Agreement, including these Terms and Conditions, shall be subject to periodic review to ensure alignment with evolving:

Legal and regulatory requirements (e.g., sustainability laws, data protection).
Industry best practices and technological advancements.
Operational and commercial needs of both parties.

(b) Unless otherwise agreed, the Supplier will review these terms at least annually and may propose updates in writing.

(c) Any updates will be communicated to the Customer via written notice and will take effect within 20 working days unless the Customer provides a written objection within that period.

(d) If a Customer objects to an update, the parties will engage in good faith discussions to resolve any concerns while maintaining continuity of service.

23. ENTIRE AGREEMENT

23.1: Entire Agreement
(a) This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreement, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

24. NO THIRD PARTIES

24.1: Third Parties
(a) Nothing in this Agreement is intended to, nor will it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

25. GOVERNING LAW AND JURISDICTION
25.1: Governing Law and Jurisdiction

(a) This Agreement will be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.