Terms and Conditions

Version 1.0 - effective 1st January 2026

Terms and Conditions for the Supply of Services and/or Goods 2026

All Providers to note that a Purchase Order is required for payment to be made. Your attention is specifically drawn to clause 2: “Issue of a Purchase Order”

1 Interpretation
2 Issue of a Purchase Order
3 Basis of Agreement
4 Supply of Goods
5 Delivery of Goods
6 Supply of Services
7 Charges and payment
8 Premises and equipment
9 Personnel
10 Governance and records
11 Intellectual property rights
12 Indemnity
13 Insurance
14 Confidentiality
15 Remedies
16 Termination
17 Consequences of termination
18 Force majeure
19 Dispute Resolution
20 Data Protection
21 Freedom of Information
22 Anti-bribery
23 Modern Slavery
24 Notices
25 Assignment and other dealings
26 Severance
27 Waiver
28 No partnership or agency
29 Entire agreement
30 Third party rights
31 Variation
32 Governing law
33 Jurisdiction

Interpretation

The following definitions and rules of interpretation apply in these Conditions (defined below).

1. Definitions:

Agreement: the contract between the Provider and Swale AT for the supply of Services and/or Goods in accordance with these Conditions, constituted by these Conditions, the Purchase Order and any schedules.

Budget Holder: a person authorised by SwaleAT to purchase Goods or Services.

Business Hours: 9.00am to 5.00pm Monday to Friday on a Business Day.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 3.1.1.

Conditions: these terms and conditions as amended from time to time in accordance with clause 31.

Confidential Information: all information, whether written or oral (however recorded), provided by the disclosing party to the receiving party and which (i) is known by the receiving party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving party to be confidential.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Deliverables: all documents, products and materials developed by the Provider or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

DP Laws: the Data Protection Act 2018, the General Data Protection Regulation, the Privacy and Electronic Communications Regulations 2003, and all other applicable laws, enactments, regulations, orders, standards and other similar instruments, each as may be amended or superseded from time to time.

EIRs: the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations.

Expiry Date: the date for expiry of the Agreement as set out in the Purchase Order.

Goods: the goods (or any part of them) set out in the Purchase Order to be provided by the Provider (including instruction or maintenance manuals thereto).

Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Provider and Swale AT.

FOIA: the Freedom of Information Act 2000;

Intellectual Property Rights: all copyright and related rights, moral rights, design rights, registered designs, database rights, rights to inventions, utility models, business names, trade marks, service marks, trade names, rights arising in domain names, rights in get-up, knowhow, trade secrets and rights in Confidential Business Information and any other intellectual property rights or rights of a similar nature (in each case whether or not registered) and all applications for any of them which may subsist anywhere in the world.

Key Personnel: any persons specified as such in the Purchase Order or otherwise notified as such by SwaleAT to the Provider in writing.

Laws: all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services or Goods or relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods

Licences: all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Services and/or Goods;

Modern Slavery Legislation: all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

Provider: the person or company from whom SwaleAT purchases the Services and/or Goods.

Purchase Order: means the document setting out SwaleAT’s requirements for the Agreement.

Purchase Order Number: SwaleAT’s unique number relating to the supply of the Services and/or Goods in respect of a particular Purchase Order; also referred to as “PO number”.

Services: the services, including any Deliverables, to be provided by the Provider under the Agreement as set out in the Service Specification including any Services in relation to any Goods.

Service Specification: the description or specification for Services agreed in writing by the Provider and Swale AT, including as to quantity, description and quality.

Staff: the Provider and its employees, agents, representatives and sub-contractors

representatives and sub-contractors

Staff Vetting Procedure: vetting procedures which accord with good industry practice or, where requested by SwaleAT, SwaleAT’s procedures for the vetting of personnel as provided to the Provider in Schedule 1.

SwaleAT: means the buyer Swale Academies Trust, a company registered in England and Wales with company number 07344732.

SwaleAT Compulsory Policies: means the policies (and associated procedures) that the Provider must abide by, as listed in Schedule 1.

SwaleAT Materials: all materials, equipment and tools, drawings, specifications and data supplied by SwaleAT to the Provider;

VAT: value added tax chargeable from time to time in accordance with the provisions of the Value Added Tax Act 1994.

1. Interpretation:
  1. A reference to a numbered clause is a reference to the relevant clause in the Conditions, and the headings to the clauses are for information only and do not affect the interpretation of the Agreement.
  2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  3. A reference to a party includes its personal representatives, successors and permitted assigns.
  4. A reference to a statute or statutory provision is a reference to it as amended or re enacted.
  5. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Issue of a Purchase Order
1. Swale AT shall issue a Purchase Order at the request of a Budget Holder and the Budget Holder and the Provider shall include whichever of the following are necessary for the supply of Services and/or Goods under that Purchase Order:
  1. from the Definitions (clause 1.1)
    1. Goods: a description of the Goods, and the quantity to be provided by the Provider, with the further necessary details of the Goods to be set out in the Goods Specification;
    2. Services: the services, including any Deliverables, to be provided by the Provider under the Agreement, with the further necessary details of the Services to be set out in the Service Specification, including any Services in relation to any Goods.
    3. Expiry Date: the date for expiry of the Agreement in respect of the any Services;
    4. Key Personnel: any persons specified as such for the provision of the Services;
  2. the Date for delivery of Goods (clause 5.2.1)
  3. the Address for delivery of Goods (clause 5.2.2)
  4. the Performance dates for Services (Clause 6.2)
  5. the Price for goods (Clause 7.1)
  6. the charges for the Services (clause 7.2)
  7. the person to whom any Notices are to be sent (clause 24.1).
2. A Purchase Order shall be sent electronically to the Provider. Upon receipt of the Purchase Order the Provider must, before it delivers any Goods or provides any Services,
  1. notify SwaleAT of any errors or omissions in the Purchase Order, or
  2. request any changes to these Conditions.
3. Until changes have been agreed by an authorised person pursuant to clauses 3.6 and 3.7 these Conditions shall continue to apply to the provision of Goods or Services.
4. SwaleAT will not make any payment to the Provider unless a Purchase order has been issued and accepted by the Provider.
Basis of Agreement
1. The Agreement shall:
  1. come into existence (Commencement Date):
    1. on receipt of a copy of the Purchase Order countersigned by the Provider (including by electronic means);
    2. on receipt of a communication contemplated in clause 3.3.2.2;
    3. where acceptance has not otherwise previously been communicated by the Provider, upon commencement of any Services and/or delivery of any Goods pursuant to the Purchase order.
  2. continue from the Commencement Date until the earlier of the Expiry Date or until terminated in terms of clauses 15 or 16.
2. The Purchase Order comprises:
  1. a rejection of any terms and/or conditions of the Providers that conflict with these Conditions; and
  2. an offer by SwaleAT to purchase Services and/or Goods from the Provider in accordance with these Conditions.
3. Acceptance of these Conditions by the Provider:
  1. is a condition for the delivery of any Services and/or Goods by the Provider;
  2. may be given by the Provider delivering to SwaleAT:
    1. a copy of the Purchase Order countersigned by the Provider (including by electronic means);
    2. communication in writing after the Provider has received the Purchase Order wherein the Provider indicates agreement to the Purchase Order either explicitly, or by implication including by indicating an intention to deliver any Services and/or Goods;
  3. shall be deemed to occur where acceptance has not otherwise previously been communicated by the Provider upon commencement of any Services and/or delivery of any Goods pursuant to the Purchase order;
  4. shall, notwithstanding that acceptance may have previously been communicated by the Provider, and despite any purported agreement to the contrary, be communicated by the inclusion of the Purchase Order Number in any invoice or communication by the Provider with Swale AT regarding that Purchase Order.
4. The Conditions apply to the Agreement to the exclusion of any other terms that the Provider seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, including any other terms that are excluded as contemplated in clause 5.6.
5. All of the Conditions shall apply to the supply of both Goods and Services except where the application to only one or the other is specified in these Conditions.
6. SwaleAT is a private company limited by guarantee, and each primary school (including any nursery provision) and high school (including any 6^th form) within the trust is an “Academy” as defined in the Academies Act 2010. The Academies do not have any separate legal status from SwaleAT, and any contract between a Provider and any Academy is a contract with SwaleAT, and will be subject to these Conditions. Any person contracting on behalf of an Academy is contracting on behalf of SwaleAT.
7. No person has any authority to contract on behalf of SwaleAT other than subject to these Conditions. The only persons with authority to vary, delete or add to these conditions are the following:
  1. a director of Swale AT; and
  2. the Chief Finance and Operations Officer of Swale AT.
8. The current Academies within SwaleAT are:

Supply of Goods
1. All Goods supplied by the Provider shall:
  1. correspond with their description and any applicable Goods Specification;
  2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Provider or made known to the Provider by SwaleAT, expressly or by implication, and SwaleAT has relied on the Provider’s skill and judgement in this regard;
  3. be free from defects in design, materials and workmanship and remain so for 12 months after delivery;
  4. comply with all Laws; and
  5. be accompanied by clear and informative instructions.
2. The Provider shall ensure that at all times it has and maintains all relevant Licences.
3. At any time before delivery SwaleAT may inspect and test the Goods. The Provider shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Provider’s obligations under the Agreement.
4. If following such inspection or testing SwaleAT considers that the Goods do not comply or are unlikely to comply with the Provider’s undertakings at clause 4.1 and 5.1, SwaleAT shall inform the Provider and the Provider shall immediately take such remedial action as is necessary to ensure compliance.
5. SwaleAT may conduct further inspections and tests after the Provider has carried out its remedial actions.
6. If any provision in the Goods Specification shall conflict with these Conditions, then these Conditions shall prevail unless the Goods Specification has been signed by an authorised person pursuant to clauses 3.6 and 3.7.
Delivery of Goods
1. The Provider shall ensure that:
  1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order Number, the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  3. it states clearly on the delivery note any requirement for SwaleAT to return any packaging material for the Goods to the Provider. Any such packaging material shall only be returned to the Provider at the cost of the Provider.
2. The Provider shall deliver the Goods:
  1. on the date specified in the Purchase Order;
  2. to SwaleAT’s premises at the address specified in the Purchase Order or as instructed by SwaleAT before delivery (Delivery Location); and
  3. during Business Hours, or as otherwise instructed by SwaleAT.
3. The Provider shall not deliver the Goods in instalments without SwaleAT’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, the instalments may be invoiced and paid for separately. However, failure by the Provider to deliver any one instalment on time or at all or any defect in an instalment shall entitle SwaleAT to the remedies set out in clause 15.1
4. Delivery of the Goods shall be deemed completed on the completion of unloading of the Goods at the Delivery Location and satisfactory checking of the Goods by SwaleAT, save where the Goods are delivered as part of any Services, in which case delivery shall occur when the Services are completed.
5. Title and risk in the Goods shall pass to SwaleAT on completion of delivery.
6. Where a Provider requires a digital or other signature or acknowledgement of the delivery of any Services and/or Goods and a person acting on behalf of SwaleAT provides that signature or acknowledgement, such signature or acknowledgement shall:
  1. confirm only that the Goods or Services so delivered are what they purport to be, unchecked and subject to the PO, and
  2. not amount to agreement to any terms that conflict with these Conditions.
Supply of Services
1. The Provider shall from the Commencement Date and for the duration of the Agreement supply the Services to SwaleAT in accordance with the terms of the Agreement.
2. The Provider shall meet any performance dates for the Services which are specified in the Purchase Order or that SwaleAT notifies to the Provider.
3. In providing the Services, the Provider shall:
  1. co-operate with SwaleAT in all matters relating to the Services, and comply with all instructions and guidelines issued by SwaleAT from time to time;
  2. perform the Services with the best care, skill and diligence in accordance with best practice in the Provider’s industry, profession or trade;
  3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Provider’s obligations are fulfilled in accordance with the Agreement; 4
  4. ensure that the Services will conform with all descriptions, standards and specifications set out in the Purchase Order and the Service Specification (and where any Services are delivered as part of any purchase of Goods, with any Goods Specification) and ensure that the Deliverables will conform with all descriptions and specifications set out in the Service Specification and shall be fit for any purpose that SwaleAT expressly or impliedly makes known to the Provider;
  5. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to SwaleAT, will be free from defects in workmanship, installation and design;
  6. obtain and at all times maintain all Licences;
  7. comply, and ensure that the Staff comply, with SwaleAT’s Compulsory Policies and all Laws;
  8. observe all Safeguarding, health and safety rules and regulations and any other security requirements that apply at any of SwaleAT’s premises;
  9. hold all SwaleAT Materials in safe custody at its own risk,
  10. maintain SwaleAT Materials in good condition until returned to SwaleAT, and not dispose or use the SwaleAT Materials other than to satisfy the Provider’s obligations under the Agreement; and
  11. not do or omit to do anything which may cause SwaleAT to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Provider acknowledges that SwaleAT may rely or act on the Services.
4. If any provision in the Service Specification shall conflict with these Conditions, then these Conditions shall prevail unless the Service Specification has been signed by an authorised person pursuant to clauses 3.6 and 3.7.

Charges and payment
1. The price for the Goods:
  1. shall be the price set out in the Purchase Order, or if no price is quoted, the price set out in the Provider’s published price list in force at the Commencement Date; and
  2. shall be inclusive of all costs and expenses of the Provider which are directly incurred in connection with the Provider’s performance of its obligations under the Agreement, including the costs of storage, packaging (and removing packaging), insurance and carriage of any Goods. No extra charges shall be effective unless agreed in writing and signed by SwaleAT.
2. The charges for the Services shall be set out in the Purchase Order, and shall be the whole and only remuneration of the Provider in respect of the performance of the Services. Unless otherwise agreed in writing by SwaleAT, the charges shall include every cost and expense of the Provider directly or indirectly incurred in connection with the performance of the Services.
3. In respect of the Goods, the Provider shall invoice SwaleAT on or at any time after completion of delivery. In respect of Services, the Provider shall invoice SwaleAT on completion of the Services. Each invoice shall include the relevant Purchase Order Number and such supporting information required by SwaleAT to verify the accuracy of the invoice, including but not limited to a breakdown of the Services and/or Goods supplied.
4. In consideration of the supply of the Services and/or Goods by the Provider, SwaleAT shall pay to the Provider the invoiced amounts within 30 days of the date of a correctly rendered invoice. Payment shall be made to the bank account nominated in writing by the Provider.
5. All amounts payable by SwaleAT under the Agreement are exclusive VAT. Where any taxable supply for VAT purposes is made under the Agreement by the Provider to SwaleAT, SwaleAT shall, on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods at the same time as payment is due for the supply of the Services and/or Goods.
6. If SwaleAT unlawfully fails to make a payment due to the Provider under the Agreement by the due date, then SwaleAT shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each month at 2% a year above the Bank of England’s base rate from time to time.
7. SwaleAT may at any time, without notice to the Provider, set off any liability of the Provider to SwaleAT against any liability of SwaleAT to the Provider, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, SwaleAT may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by SwaleAT of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

Premises and equipment
1. SwaleAT shall:
  1. provide the Provider with reasonable access at reasonable times to SwaleAT’s premises for the purpose of providing the Services and/or Goods. All equipment, tools and vehicles brought onto SwaleAT’s premises by the Provider or the Staff shall be at the Provider’s sole risk;
  2. be responsible for maintaining the security of its premises as it may, it its sole discretion, determine. While on SwaleAT’s premises the Provider shall, and shall procure that all Staff shall, comply with SwaleAT’s security requirements, including SwaleAT’s Compulsory Policies; and
  3. provide such necessary information for the provision of the Services and/or Goods as the Provider may reasonably request.
2. If the Provider supplies any of the Services and/or Goods at or from SwaleAT’s premises, on delivery of the Goods to SwaleAT, completion of the Services or termination or expiry of the Agreement (whichever is the earlier) the Provider shall vacate SwaleAT’s premises, remove its plant, equipment and unused materials and all rubbish arising out of the provision of the Services and/or Goods and leave SwaleAT’s premises in a clean, safe and tidy condition. The Provider shall be solely responsible for making good any damage to SwaleAT’s premises or any objects contained on SwaleAT’s premises which is caused by the Provider or any Staff, fair wear and tear excepted.
3. Any equipment provided by SwaleAT for the purposes of the Agreement shall remain the property of SwaleAT and shall be used by the Provider and the Staff only for the purpose of carrying out the Provider’s obligations under the Agreement. Such equipment shall be returned promptly to SwaleAT on expiry or termination of the Agreement.
4. Equipment supplied by SwaleAT shall be deemed to be in a good condition when received by the Provider or relevant Staff unless SwaleAT is notified otherwise in writing within 5 Business Days. The Provider shall reimburse SwaleAT for any loss or damage to the equipment caused by the Provider or any Staff (other than deterioration resulting from normal and proper use).
5. If the Provider provides any of the Services and/or Goods at or from its premises or the premises of a third party, the Provider shall, at its own cost, comply with all security and Safeguarding requirements specified by SwaleAT in writing and SwaleAT may, during normal business hours and on reasonable notice, inspect and examine the manner in which the relevant Services and/or Goods are supplied at or from the relevant premises.
Personnel
1. The Provider shall:
  1. ensure that each of the Provider’s Staff is suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged;
  2. ensure that there is an adequate number of Provider Staff to provide the Services in accordance with the Agreement;
  3. ensure that all Staff are vetted in accordance with the Staff Vetting Procedures detailed in Schedule 1;
  4. ensure that each of the Provider’s Staff is paid at a rate no lower than the London Living Wage then in force, as set and updated by the Living Wage Foundation from time to time;
  5. if requested, provide SwaleAT with a list of the names and addresses (and any other relevant information) of all persons who may require admission to SwaleAT’s premises in order for the Provider to carry out its obligations under the Agreement;
  6. procure that all Staff comply with any rules, regulations and requirements reasonably specified by SwaleAT, including SwaleAT’s Compulsory Policies;
  7. ensure that it appoints the named Key Personnel as the individuals who shall be responsible for the matters allocated to such Key Personnel and who shall be retained on the implementation and/or operation of the Services for such time as the individual is required to perform the role which has been allocated to the applicable Key Personnel;
  8. not remove or replace any of the Key Personnel from supplying the Services and/or Goods unless requested to do so by SwaleAT, the individual is on long-term sick or parental leave, the element of the Services in respect of which the individual was engaged has been completed to SwaleAT’s satisfaction, the individual resigns from their employment with the Provider, or the Provider obtains the prior written consent of SwaleAT; and
  9. inform SwaleAT of the identity and background of any replacements for any of the Key Personnel as soon as a suitable replacement has been identified, and their appointment shall be subject to the prior written agreement of SwaleAT (not to be unreasonably withheld). Such replacements shall be of at least equal status or of equivalent experience and skill to the Key Personnel being replaced and be suitably qualified to be responsible for the matters allocated to such Key Personnel in relation to the Services and/or Goods.
2. If SwaleAT reasonably believes that any of the Staff are unsuitable to undertake any activities in connection with the delivery of Services and/or Goods, it may, by giving written notice to the Provider:
  1. refuse admission to SwaleAT’s premises for the relevant person(s);
  2. direct the Provider to end the involvement of the relevant person in the provision of the Services and/or Goods; and/or
  3. require that the Provider replace any person removed under this clause 9.2 with another suitably qualified person and procure that any security pass issued by SwaleAT to the person removed is surrendered, and the Provider shall comply with any such notice.
Governance and records
1. The Provider shall:
  1. attend progress meetings with SwaleAT at the frequency and times specified by SwaleAT and shall ensure that its representatives are suitably qualified to attend such meetings; and
  2. submit progress reports to SwaleAT at the times and in the format specified by SwaleAT.
2. The Provider shall keep and maintain until 6 years after the end of the Agreement, or as long a period as may be agreed between the parties, full and accurate records of the Agreement including the Services and/or Goods supplied under it and all payments made by SwaleAT to the Provider. The Provider shall allow SwaleAT (and/or SwaleAT’s representatives) to access those records at all reasonable times on request.
Intellectual property rights
1. All Intellectual Property Rights in or derived from or concerning the Services (other than Intellectual Property Rights in any SwaleAT Materials) shall be owned by the Provider.
2. The Provider grants to SwaleAT, or shall procure the direct grant to SwaleAT of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding SwaleAT Materials) for the purpose of receiving and using the Services and the Deliverables.
3. SwaleAT grants the Provider a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy any materials provided by SwaleAT to the Provider for the term of the Agreement for the purpose of providing the Services to SwaleAT.
4. All SwaleAT Materials are the exclusive property of SwaleAT.
Indemnity
1. The Provider shall indemnify, and keep indemnified, SwaleAT in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by SwaleAT derived from or concerning:
  1. any claim made against SwaleAT for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding SwaleAT Materials);
  2. any claim made against SwaleAT by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
  3. any claim made against SwaleAT by a third party derived from or concerning the supply of the Goods, as delivered, or the Services.
2. This clause 12 shall survive termination of the Agreement.
Insurance
1. During the Agreement and for a period of 1 year after termination of the Agreement, the Provider of:
  1. any Services shall maintain in force, with a reputable insurance company, professional indemnity insurance of at least £1,000,000 per claim and public liability insurance of at least £2,000,000 per claim to cover the liabilities that may arise under or in connection with the Agreement, and shall, on SwaleAT’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance
  2. any Goods shall maintain in force, with a reputable insurance company, product liability insurance of at least £1,000,000 and public liability insurance of at least £2,000,000 to cover the liabilities that may arise under or in connection with the Agreement, and shall, on SwaleAT’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
Confidentiality
1. Each party undertakes that it shall not at any time during the Agreement and for a period of five years after termination of the Agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clauses 14.2 and 14.3.
2. Each party may disclose the other party’s Confidential Information:
  1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement, or to meet any regulatory requirements imposed on them. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information must comply with this clause 14;
  2. and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. SwaleAT may further disclose the Provider’s Confidential Information:
  1. on a confidential basis to the employees, agents, consultants and contractors of SwaleAT;
  2. to the extent that SwaleAT (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or
  3. in accordance with clause 21 below.

and for the purposes of this clause 14.3, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on SwaleAT under this clause 14.

1. Except as expressly provided for in this clause 14, neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
Remedies
1. If the Provider fails to perform the Services in full by the applicable date (and where the Services include the delivery of goods, fails to deliver the Goods in full by the applicable date) SwaleAT shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
  1. to terminate the Agreement with immediate effect by giving written notice to the Provider;
  2. to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
  3. to recover from the Provider any costs incurred by SwaleAT in obtaining substitute Services and/or Goods from a third party;
  4. to require a refund from the Provider of sums paid in advance for Services that the Provider has not provided and/or Goods that it has not delivered; and
  5. to claim damages for any additional costs, loss or expenses incurred by SwaleAT which are in any way attributable to the Provider’s failure.
2. If the Provider has delivered Goods that do not comply with the undertakings set out in clause 4.1 and 5.1, then, without limiting or affecting other rights or remedies available to it, SwaleAT shall have one or more of the following rights, whether or not it has accepted the Goods:
  1. to terminate the Agreement with immediate effect by giving written notice to the Provider;
  2. to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
  3. to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
  4. to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
  5. to recover from the Provider any expenditure incurred by SwaleAT in obtaining substitute goods from a third party; and
  6. to claim damages for any additional costs, loss or expenses incurred by SwaleAT arising from the Provider’s failure to supply Goods in accordance with clause 4.1 and 5.1.
3. If the Provider has supplied Services that do not comply with the requirements of clause 6.3 and in particular clause 6.3.4 then, without limiting or affecting other rights or remedies available to it, SwaleAT shall have one or more of the following rights:
  1. to terminate the Agreement with immediate effect by giving written notice to the Provider;
  2. to return the Deliverables to the Provider at the Provider’s own risk and expense;
  3. to require the Provider to provide repeat performance of the Services within seven (7) days, or to provide a full refund of the price paid for the Services;
  4. to refuse to accept any subsequent performance of the Services which the Provider attempts to make;
  5. to recover from the Provider any expenditure incurred by SwaleAT in obtaining substitute services or deliverables from a third party; and
  6. to claim damages for any additional costs, loss or expenses incurred by SwaleAT arising from the Provider’s failure to comply with clause 6.3.
4. The Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Provider.
5. SwaleAT’s rights and remedies under the Agreement are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
Termination
1. Without affecting any other right or remedy available to it, SwaleAT may terminate the Agreement:
  1. with immediate effect by giving written notice to the Provider if:
    1. the Provider undergoes a change of Control; or
    2. the Provider’s financial position deteriorates to such an extent that in SwaleAT’s opinion the Provider’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or
    3. the Provider commits a breach of clause 6.3.7,
  2. at any time by notice in writing to the Provider to take effect on any date falling at least 1 month (or, if the Agreement is less than 3 months in duration, at least 10 Business Days) after the date of service of the relevant notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Consequences of termination
1. On termination of the Agreement, the Provider shall immediately deliver to SwaleAT all Deliverables, whether or not then complete, and return to SwaleAT all SwaleAT Materials and any requested documents, information and data. If the Provider fails to do so, then SwaleAT may enter the Provider’s premises and take possession of the SwaleAT Materials, and Deliverables. Until they have been returned or delivered to SwaleAT by the Provider, the Provider shall be solely responsible for the safe keeping of any SwaleAT Materials, Deliverables and the requested documents, information and data, and will not use them for any purpose which is not connected with the Agreement.
2. Termination or expiry of the Agreement shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
Force majeure
1. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for a period of more than two (2) months, either party may terminate the Agreement by giving written notice to the other party.
Dispute Resolution.
1. If a dispute arises out of or in connection with the Agreement the parties will, following a written request from one to the other, attempt in good faith to resolve the dispute
  1. through discussions between a representative of each of The Provider and Swale AT at operative level, failing which;
  2. by escalation of the dispute to an appropriately senior representative of each party.
2. If the dispute cannot be resolved by the parties within one (1) month of being escalated as referred to in (b) above, the dispute may by agreement between the parties be referred to a mediator or neutral adviser (the Mediator) appointed by agreement between the parties.
3. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
4. If the Parties fail to appoint a Mediator within one (1) month, or fail to enter into a written agreement resolving the dispute within one (1) month of the Mediator being appointed, either party may exercise any remedy it has under applicable law.
5. No party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute through the discussions referred to above in this clause. 19.
Data Protection
1. In this clause Controller, Processor, Data Subject and Personal Data shall have the meanings as defined in the DP Laws.
2. Each party agrees:
  1. to comply with the DP Laws and not knowingly to do or omit to do anything which would result in a breach by the other party of DP Laws;
  2. to provide reasonable assistance to the other party to enable it to comply with DP Laws.
3. Any breach of clause 20 by the Provider shall be deemed a material breach of the Agreement and shall entitle SwaleAT to terminate the Agreement in accordance with clause 16.

The Provider as a Processor

1. To the extent that The Provider processes any Personal Data on behalf of SwaleAT while performing the Services, the parties agree that The Provider shall do so as a Processor and that SwaleAT shall be the Controller and clauses 20.5 to 20.10 below and 14 shall apply. For the avoidance of doubt, where the Provider is a Processor, clauses 20.1 to 20.3 shall still apply.
2. The Provider shall:
  1. only carry out processing of any such Personal Data on SwaleAT’s documented instructions from time to time;
  2. take and/or implement all appropriate technical and organisational measures against unauthorised or unlawful processing of such Personal Data, and against accidental loss, alteration or destruction of, or damage to, such Personal Data, and ensure the security of such data at all times
  3. notify SwaleAT immediately of any security breach affecting any Personal Data;
  4. not modify, amend or alter the contents of such Personal Data other than as strictly necessary for the purposes of performing the Services;
  5. not disclose or permit the disclosure of any such Personal Data to a Data Subject or other third party unless authorised in writing by SwaleAT;
  6. only use and process such Personal Data in accordance with the terms of this Agreement and in compliance with the provisions of the DP Laws, and only then to the extent absolutely necessary for and in connection with the performance of the Services;
  7. only transfer such personal data to countries outside the European Economic Area with SwaleAT’s authority and subject to appropriate protections as required by DP Laws;
  8. inform SwaleAT’s Data Protection Officer (as detailed in 0) in writing immediately if it thinks it has been given an instruction which does not comply with the DP Laws;
  9. co-operate with the supervisory authority (including the Information Commissioner’s Office) on request;
  10. on termination of this Agreement or any earlier termination of The Provider’s right or obligation to process Personal Data on SwaleAT’s behalf, and as otherwise directed by SwaleAT in respect of such Personal Data The Provider shall, unless storage or other processing of the Personal Data is required by law, either:
    1. destroy the Personal Data and all copies thereof; or
    2. transfer the Personal Data to SwaleAT or another third party as SwaleAT may direct.
3. If the Provider receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to compliance by it or SwaleAT with the DP Laws (including requests from Data Subjects for the exercising of their statutory rights), The Provider shall promptly notify SwaleAT and shall provide it with full co-operation and assistance in relation to any such complaint, notice or communication.
4. The Provider shall provide reasonable assistance to SwaleAT, having regard to the nature of processing and the information available to The Provider in to assist SwaleAT to comply with its obligations under the DP Laws (including the notification of a Personal Data breach to the relevant regulator or to the Data Subject(s) affected, the preparation of data protection impact assessments, where appropriate).
5. The Provider shall keep and provide to SwaleAT on request a record of The Provider’s use of the Personal Data and processing activities and shall make available to SwaleAT all information necessary (and allow for and contribute to audits or inspections) to demonstrate compliance with The Provider’s data processing obligations set out in this Agreement.
6. The Provider shall ensure that its employees or other representatives who are authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. SwaleAT hereby may authorise the Provider to engage third parties as sub-processors after the Provider has supplied such details to SwaleAT as it may require..
7. SwaleAT hereby authorises the Provider to engage new third parties to process the Personal Data on its behalf in connection with the performance of the Services provided that The Provider:
  1. gives SwaleAT prior notice of any new appointment of any such sub-processor before authorising any such new sub-processor to process Personal Data, such notice to be given no less than thirty (30) days before any sub-processing commences. If SwaleAT objects (such objection to be exercised reasonably) to the Provider’s use of a new sub processor SwaleAT shall be entitled to terminate the Agreement upon written notice provided that such notice is given within fourteen (14) days of receipt of The Provider’s notification of the appointment of the sub-processor, which shall be the extent of SwaleAT’s remedies.
  2. enters into a written subcontract with such third party to ensure that it only processes the Personal Data in performing the specific obligations required of it under the subcontract and on data processing terms no less onerous than those which bind The Provider under clauses 20.5 to 20.10 (in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the DP Laws); and
  3. remains at all times fully liable under the terms of this Agreement for all obligations in respect of the Personal Data, including for all acts or omissions of any third party sub processor.
Freedom of Information
1. The Provider recognises that the requirements of the FOIA and the EIRs apply to SwaleAT. The Provider shall:
  1. provide all necessary assistance and cooperation as reasonably requested by SwaleAT to enable SwaleAT to comply with its obligations under the FOIA and EIRs;
  2. transfer all requests for information or apparent requests for information under the FOIA or the EIRs (Requests for Information) received which relate to the Agreement to SwaleAT as soon as practicable and in any event within 2 Business Days of receipt;
  3. provide SwaleAT with a copy of all Information (as defined in the FOIA) belonging to SwaleAT requested in the Request For Information which is in the Provider’s possession or control in the form that SwaleAT requires within 5 Business Days (or another period as SwaleAT may reasonably specify) of SwaleAT’s request for such Information; and
  4. not respond directly to a Request For Information unless authorised by SwaleAT to do so in writing.
2. The Provider acknowledges that SwaleAT may be required under the FOIA and EIRs to disclose Information without consulting or obtaining consent from the Provider. SwaleAT shall take reasonable steps to notify the Provider of a Request For Information (in accordance with the Cabinet Office’s Freedom of Information Code of Practice issued under section 45 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in the Agreement), SwaleAT shall be responsible for determining in its absolute discretion whether any information is exempt from disclosure in accordance with the FOIA and/or the EIRs.

General

Anti-bribery:
1. The Provider shall not, in the performance of its obligations under the Agreement, act in a manner that comprises a breach of applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010. The Provider shall comply with any policy or procedure governing anti-bribery imposed by SwaleAT and warrants that in providing the Services and/or Goods, it will not induce or improperly reward any third party, including any public official (including any SwaleAT employee), to act improperly. For the purposes of this condition to act improperly shall be interpreted in accordance with the Bribery Act 2010. SwaleAT shall be entitled to terminate the Agreement immediately and to recover from the Provider the amount of any loss resulting from a breach of this clause 22.
Modern Slavery:
1. In performing its obligations under the Agreement, the Provider shall comply with the Modern Slavery Legislation and the Provider represents, warrants and undertakes to SwaleAT that it conducts its business in a manner that is consistent with the Modern Slavery Legislation.
Notices.
1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post to the address of the relevant party as set out in the Purchase Order, or subject to clause 24.4 below, sent by email to the address of the relevant party as specified in the Purchase Order, or another address as may be notified to it by the other party in writing from time to time;
2. A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission (unless an error message is received), or, if this time falls outside Business Hours, when Business Hours resume.
3. This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
4. Notices under Termination (clause 16) and Force Majeure (clause 18) may be served by email only if the original notice is then sent to the other party by hand or by pre-paid first-class post in the manner set out in clause 24.1.
Assignment and other dealings.
1. SwaleAT may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Agreement.
2. The Provider shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of SwaleAT, which may impose additional terms.
3. Where SwaleAT has provided the necessary written consent to sub-contracting under clause 25.2 above, the Provider shall, at the request of SwaleAT, send copies of each sub-contract to SwaleAT as soon as is reasonably practicable. The Provider shall be responsible for the acts and omissions of its sub-contractors as though those acts and omissions were its own.
Severance.
1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 26 shall not affect the validity and enforceability of the rest of the Agreement.
Waiver.
1. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy
No partnership or agency.
1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Entire agreement.
1. The Agreement comprises the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Third party rights.
1. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
Variation.
1. No variation of the Agreement, including the introduction of any additional terms and conditions or the deletion of or amendment of any of these Conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives and complies with clause 3.6 and 3.7.
Governing law.
1. The Agreement, and any claim or dispute (including non-contractual disputes or claims) derived from or concerning it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.
1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) derived from or concerning the Agreement or its subject matter or formation.

Key Information

Terms and Conditions