1 Definitions and Interpretation
1.1 In these Terms the following terms have the following meanings:
“Commencement Date” means the commencement date for the provision of the Services as set out in the Order;
“Confidential Information” means any information obtained or received from or on behalf of Reed prior to the date of the Order or during the provision of the Services, including Deliverables, data and research resulting from the Services;
“Contract” means any agreement between Reed and Supplier incorporating these Terms and an Order;
“Data Protection Law” means the data protection legislation or similar legislation as implemented under English law (including any national implementing laws, regulations and secondary legislation), in each case as applicable and in force in the United Kingdom from time to time and all other applicable laws and regulations, relevant industry codes of practice and guidance issued by the Information Commissioner, supervisory authority or other bodies in relation to the processing of personal data;
“the data protection legislation” has the meaning set out in the Data Protection Act 2018;
“Deliverables” means all data, documents, products and materials supplied to Reed by Supplier pursuant to the Services in any form, including any reports stated in the Order;
“Fees” means the fee payable for the Services as stated on the Order together with any additional fees that may be agreed in writing between the parties from time to time;
“Intellectual Property Rights” means any and all intellectual property rights (including copyright, trade marks, patents, design rights, database rights) whether or not registered;
“Order” means any order for Services from Reed which is accepted by Supplier and includes the Schedule;
“Programme” means the programme for the performance of the Services set out in the Schedule;
“Reed” means the entity identified in the Booking, which will be one of William Reed Ltd registered in England no. 2883992 or William Reed International Ltd registered in England no. 5580964 both at registered address Broadfield Park, Crawley RH11 9RT (or their successors or assigns) as the case may be;
“Services” means the services which Supplier is to supply to Reed as detailed in Schedule 1;
“Supplier” means the person whose details are set out on the Order;
“Terms” means the terms and conditions set out in this document.
1.2 In these Terms headings are included for convenience only and shall not affect interpretation.
1.3 The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context.
2 Basis of Contract
2.1 These Terms shall apply to all Orders for Services from Supplier by Reed. By accepting an Order from Reed, Supplier agrees to deal with Reed on these Terms to the exclusion of all other terms, conditions, warranties or representations.
2.2 In the event of any conflict between these Terms and any Order, the terms of the Order shall take precedence but only to the extent that such term is unambiguously and expressly stated to vary these Terms.
2.3 No terms or conditions endorsed on, delivered with or contained in Supplier’s quotation, confirmation of order, specification or any other document or implied by trade custom or course of dealing shall form part of an Order save where these Terms (and where applicable the terms which are to be overridden) are specifically referred to in that document and the document is signed by both Supplier and Reed.
2.4 No variation to these Terms shall be binding unless made in accordance with clause 2.3 above.
2.5 A binding contract shall come into existence on the earlier of the acceptance of the Order by Supplier or the provision of the Services to Reed. Supplier should return a signed copy of the Order to Reed for recordal purposes but where it fails to do so its provision of the Services or acceptance of instructions from Reed (whether express or implied) will amount to Supplier’s acceptance of both the Order and these Terms.
3 Price and payment
3.1 In consideration of the provision of the Services Reed shall pay Supplier the Fees set out in the Order within thirty days of receipt of a valid invoice.
3.2 The Fees are exclusive of any applicable taxes, duties, charges and levies (including, value added tax or any similar tax).
4 Supply of Services
4.1 Supplier shall provide the Services in accordance with the Programme and time is of the essence of the Contract.
4.2 Supplier may not employ any sub-contractor or agent to carry out any part of its responsibilities under the Contract except with the prior approval of Reed and Supplier will not be relieved of any of its obligations under the Contract by entering into any sub-contract for the performance of any part of its obligations under the Contract and will at all times remain primarily responsible and liable to Reed for the performance of the Contract. For the avoidance of doubt this clause shall not operate to prevent the use of self-employed field workers by Supplier.
5 Change Control
5.1 At any time, Reed may request changes in writing to any part or parts of the Services, including additions, deletions or other amendments (“Change”).
5.2 Supplier shall submit to Reed as soon as reasonably practicable and in any event within 10 working days after receipt of a proposed Change a written estimate for the Change specifying:
5.2.1 the impact of implementing the proposed Change on the Services;
5.2.2 any impact on the Fees;
5.2.3 its reasonable additional costs required to implement the proposed Change.
5.3 Supplier shall investigate the impact of implementing the proposed Change and prepare a written estimate for its implementation at no charge to Reed.
5.4 After receipt of the estimate the proposed Change shall be considered by Reed, who shall decide in its absolute discretion whether to:
5.4.1 accept Supplier’s estimate in which case the Contract and Fees shall be amended in accordance with Supplier’s estimate; or
5.4.2 withdraw the proposed Change in which case the Contract shall continue in force unchanged.
5.5 Until a Change is formally agreed in writing between the parties in accordance with clause 5.4 (a) Supplier shall continue to perform its obligations under the Contract as if the Change had not been proposed.
6 Step-In Rights
6.1 If Supplier fails to provide part or all of the Services in accordance with an Order in any material respect, Reed may notify Supplier that it intends to exercise its rights under this clause.
6.2 If Supplier does not remedy the failure within a reasonable period of the notice referred to in clause 6.1 (not to exceed ten (10) calendar days), Reed may itself provide or may employ and pay a third-party supplier to provide the Services or any part of the Services. Reed’s reasonable costs in doing this
may, at Reed’s option, be deducted from any sums due to Supplier or recovered from Supplier by Reed as a debt.
6.3 Supplier shall co-operate in all reasonable respects with Reed and any third party Supplier engaged by Reed under this clause.
6.4 Supplier shall procure that its contracts with sub-contractors include clauses permitting Reed to exercise the rights given in clause 6.2.
6.5 Reed’s rights under this clause are given without prejudice to Reed’s rights to terminate this Contract under clause 13.
7 Intellectual Property
7.1 Unless otherwise agreed in writing all Intellectual Property Rights in the Services and any Deliverables and any and all data acquired or created by either party pursuant to this Contract shall vest in and be the property of Reed.
7.2 Supplier warrants that:
7.2.1 it owns, or has all necessary rights, authorisations and licences in respect of, all Intellectual Property Rights used in the provision of the Services to enable Supplier to perform the Services in accordance with the Contract and comply with its obligation under this clause 7; and
7.2.2 the provision of the Services, or the receipt of them by Reed, shall not infringe the Intellectual Property Rights or other proprietary rights of any third party.
7.3 Supplier shall indemnify and hold harmless Reed against all claims, demands, actions, costs and expenses (including legal costs and disbursements) which Reed incurs as a result of any infringement or alleged infringement of any Intellectual Property Right in connection with the receipt of the Services by Reed.
8 Data Protection
8.1 “Controller”, “data subject”, “personal data”, “personal data breach”, “process”, “processor” and “supervisory authority” shall have the meanings set out in the data protection legislation.
8.2 Supplier warrants and represents that:
8.2.1 it has appointed where required by Data Protection Law an authorised representative in each of the UK and the EU; and
8.2.2 it has appointed where required by Data Protection Law a data protection officer;
8.2.3 if a mandatory data protection officer is not required by Data Protection Law then Supplier will inform Reed if it has appointed a voluntary data protection officer; and;
8.2.4 in each case Supplier shall provide all relevant contact details and any updates.
8.3 In the event Supplier processes personal data in performing the Services the parties agree that, for the purposes of Data Protection Law, Reed shall be the controller and Supplier shall be the processor.
8.4 The parties shall set out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects in a Data Collection Form (which may be updated by the parties in writing from time to time).
8.5 In relation to such processing, Supplier shall:
8.5.1 only process the personal data on documented instructions from Reed as set out in these Terms or in writing from time to time;
8.5.2 immediately inform Reed if, in its opinion, an instruction infringes Data Protection Law or other EU or EU Member State data protection provisions; and
not make independent use of the personal data and only process the personal data to the extent, and in such a manner, as is necessary for the purposes of the Contract.
8.6 In relation to such processing, Supplier shall at its own cost:
8.6.1 implement and maintain appropriate technical and organisational measures in relation to the processing so that the processing will meet the requirements of Data Protection Law and ensure
the protection of the rights of the data subjects and take all measures set out in Data Protection Law regarding security of processing in relation to the personal data;
8.6.2 implement and maintain appropriate technical and organisational measures in relation to the processing so as to enable Reed to comply with Reed’s obligations to respond to requests for data subjects exercising their rights (including without limitation in respect of transparency, information, rights of data subject access, and rights to erasure and rectification);
8.6.3 comply with Data Protection Law; and
8.6.4 comply with Reed’s policies notified from time to time.
8.7 In relation to such processing, Supplier shall at all times at its own cost:
8.7.1 ensure the reliability of its employees, staff, other workers and agents and any subcontractors or agents who are engaged in the provision of the processing from time to time (“Supplier’s Personnel”) including by the provision of adequate training and ensure their compliance with Data Protection Law;
8.7.2 ensure that all Supplier’s Personnel who process the personal data have committed to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
8.7.3 not engage another processor or allow access to the personal data to any third party without prior specific written authorisation of Reed;
8.7.4 inform Reed in advance of any proposed changes to processors and allow Reed an opportunity to discuss and object; and
8.7.5 procure that the processor is subject to terms equivalent to these terms including equivalent data protection and confidentiality obligations as those imposed on Supplier.
8.8 In relation to such processing, Supplier shall at its own cost:
8.8.1 notify Reed within 24 hours if it receives a request from a data subject for access to that person’s personal data; and
8.8.2 not respond to any requests from data subjects or third parties without Reed’s consent;
8.8.3 provide such assistance, co-operation and information as Reed requires within timescales provided by Reed to enable Reed to ensure compliance with Data Protection Law including without limitation with respect to:
8.8.3.1 security of processing;
8.8.3.2 data protection impact assessments;
8.8.3.3 consultation with the supervisory authority; and
8.8.8.4 any actions to be taken in respect of personal data breaches.
8.9 In relation to such processing, Supplier shall at its own cost shall at its own cost in the event of a suspected or actual personal data breach or complaint:
8.9.1 notify Reed immediately and in any event within 24 hours of becoming aware;
8.9.2 immediately and in any event with within 24 hours of becoming aware provide Reed with all information, assistance and cooperation required by Reed to enable Reed to comply with Data Protection Law;
8.9.3 promptly undertake such actions as are required by Reed in order to remedy any defect or potential breach of Supplier’s obligations.
8.10 In relation to such processing, Supplier shall at its own cost:
8.10.1 at Reed’s option either securely delete or return all the personal data to Reed promptly and in any event within 24 hours after the end of the provision of personal data processing services or termination of the Agreement and securely delete existing additional copies;
8.10.2 make available to Reed all information, assistance and cooperation required by Reed to demonstrate compliance with these Terms and Data Protection Law and permit and contribute to audits, including inspections, conducted by Reed or an auditor appointed by Reed; and
8.10.3 maintain a written record of all categories of processing activities carried out on behalf of Reed, containing the information required by Data Protection Law, and make the record available to Reed upon request.
8.11 In relation to such processing, Supplier shall at its own cost shall not without the prior written consent of Reed disclose or transfer the personal data to any location outside the United Kingdom or the European Economic Area.
8.12 Reed shall be responsible for complying with the obligations that apply to it as a controller under Data Protection Law.
8.13 Each party shall indemnify the other party at all times against all claims, demands, costs (including legal costs on a full indemnity basis), claims, damages, expenses, losses, fines and liabilities incurred by such other party arising out of or in connection with:
8.13.1 any breach by it of this clause 8;
8.13.2 any act or omission of processing by it, its affiliates or its authorised third party sub-contractors which infringes Data Protection Law.
8.14 This clause 8 is intended to apply to the allocation of losses as between the parties including with respect to compensation to data subjects notwithstanding any provision under Data Protection Law to the contrary except to the extent not permitted by law.
8.15 Any limitations and exclusions on liability in the Contract shall not apply to this clause 8.
8.16 Supplier shall do, or cause to be done at its own cost, all things necessary to comply with any additional requirements reasonably imposed by Reed to ensure compliance by the Supplier and/or Reed with Data Protection Law as expeditiously as practicable including, without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents as Reed may reasonably request for effecting the same.
9 Bribery
Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
10 Confidential Information
10.1 Supplier acknowledges that in the course of the Contract it will have access to Confidential Information. Supplier shall keep all Confidential Information confidential and shall not either during, or at any time after termination disclose such Confidential Information to any third party or use such Confidential Information (other than for its own internal management purposes) without Reed’s prior written consent.
10.2 The provisions of clause 10.1 shall not apply to information which is:
10.2.1 in or comes into the public domain otherwise than by breach of these Terms;
10.2.2 already in Supplier’s possession; or
10.2.3 obtained from a third party who is free to disclose the same.
10.2.4 required to be disclosed by operation of law.
11 Warranties and indemnities
11.1 Supplier warrants and represents to Reed that:
11.1.1 it has full authority and all necessary consent to enter into these Terms and any Orders;
11.1.2 the Services shall be provided in a timely and orderly fashion by skilled and experienced personnel acting with due care and skill and in accordance with best professional standards current in Supplier’s industry;
11.1.3 it has full authority and all necessary consents to provide the Deliverables to Reed for the purposes of providing the Services;
11.1.4 any Deliverables supplied to Reed shall not infringe the Intellectual Property Rights or other rights of any third parties;
11.1.5 all Deliverables supplied to Reed by Supplier were, when given, and remain accurate and comprehensive in all material respects.
11.2 All warranties and representations shall, unless otherwise expressly stated, continue in full force and effect during the term of this Contract and shall survive termination.
11.3 Supplier shall indemnify Reed against all claims, demands, actions, costs losses and expenses (including legal costs and disbursements) which Reed incurs directly or indirectly as a result of:
11.3.1 any breach of the warranties in clause 11.1;
11.3.2 termination of this Contract pursuant to clause 13;
11.3.3 any breach of clauses 8, 9 or 10;
11.3.4 any injury to persons, including injury resulting in death; and
11.3.5 fraud or wilful default,
caused by of any act, omission or default of Supplier, its employees, officers, agents, sub-contractors except in so far as, and to the extent, that the damage or injury is caused by any act or omission of Reed, its employees, officers, agents and sub-contractors.
12 Limitation of liabilities
No party limits its liability for:
12.1 death or personal injury arising from its negligence or that of its employees, agents or subcontractors;
12.2 recklessness, fraud, dishonesty, gross negligence, wilful default or any deliberate act or omission by a party, its employees, agents or sub contractors; or
12.3 any indemnity given under this Contract.
13 Termination
13.1 Each party shall be entitled to terminate any unperformed Order immediately by notice in writing to the other party if the other party:
13.1.1 commits an irremediable breach of these Terms persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within thirty (30) days of receipt of notice of the breach requiring remedy of the same; or
13.1.2 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
13.1.3 ceases or threatens to cease to carry on business.
13.2 Reed shall be entitled to terminate these Terms and each Order immediately by notice in writing to Supplier if Supplier suffers a material change in its management, ownership or control.
13.3 Subject to earlier termination as provided in this clause 13 all Orders shall terminate upon expiry of the Term specified in the Order.
13.4 Upon the termination or expiry of these Terms all Orders shall terminate and each party’s rights, liabilities and obligations under these Terms and any Orders shall cease, except that each party’s rights, liabilities and obligations that have accrued prior to such termination or expiry or that are expressly or by implication intended to come into force upon or remain in force following such termination or expiry shall survive any such termination or expiry.
14 Waiver
The failure or delay of Reed to enforce or to exercise, at any time, or for any period of time, any remedy, right, power or privilege arising pursuant to an Order does not constitute and shall not be construed as a waiver of such remedy, right, power or privilege and shall in no way affect Reed’s right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
15 Severability
The invalidity or unenforceability of any term of, or any right arising pursuant to an Order shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
16 Notice
Any notice or written communication required or permitted to be served on or given to either party under an Order shall be delivered by hand or sent by recorded delivery mail or email to the other party at its address set out in the Order or to such other address which it has been previously notified to the sending party and shall be deemed to have been given on the day of delivery.
17 Assignment
These Terms are personal to Supplier and Supplier may not assign, transfer, sub-contract or otherwise part with these Terms or any Order or any right or obligation under it without the prior written consent of Reed. Reed shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of an Order or any right or obligation under it to any third party.
18 Force majeure
Reed reserves the right to defer the date of provision of the Services or to cancel an Order without incurring any liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond Reed’s reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. If the event in question continues for a continuous period in excess of 90 (ninety) days, Supplier shall be entitled to give notice in writing to Reed to terminate an Order.
19 Non-solicitation
Supplier shall not, without the prior written consent of Reed, at any time from the date of an Order to the expiry of six (6) months after the termination of such Order (or if later, the last date of supply of the Services), solicit or entice away from Reed or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Reed in the provision of the Services. Notwithstanding the foregoing, this clause 19 shall not prohibit solicitations through advertising or other publications of general circulation or the hiring of any employee of Reed who independently contacts Supplier without Supplier having solicited the employee.
20 Entire Agreement
These Terms contain all the terms agreed by the parties relating to the subject matter of the Terms and supersede any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to an Order except as set out in an Order.
21 Third Party Rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to a Contract and no person other than Reed and Supplier shall have any right under it.
22 Governing Law and Jurisdiction
22.1 The formation, construction, validity and performance of a Contract (including any associated non-contractual disputes or claims) shall be governed and construed in accordance with English Law.
22.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).