Supplier Terms and Conditions

SUPPLIER TERMS AND CONDITIONS Note: these Terms and Conditions are for the provision of goods and/or services to HdWE and will not apply in conjunction with Suppliers engaged under construction contracts or CDM regulated contracts.

INTRODUCTION AND CONTRACT FORMATION The Supplier is in the business of supplying the Services and/ or Goods (as defined below) and HdWE wishes to procure such Services and/ or Goods from the Supplier.

These Terms and Conditions set out the general terms and conditions on which HdWE contracts for Goods and/or Services. They will be incorporated into an “Order”, as defined below, which may be any of the following: 

an order form or work order entered into by the Parties referencing these Terms and Conditions; or



a written instruction (including by email) by HdWE referencing these Terms and Conditions to provide Goods and/or Services to HdWE; or



a statement of work entered into by the Parties in accordance with a Master Services Agreement that references these Terms.

By signing, or otherwise agreeing to, an Order the Supplier indicates that it has read and understood these Terms and Conditions and agrees to be legally bound by and comply with these terms, and the applicable Order.

The definitions and interpretation in Schedule 1 shall apply to these Terms and Conditions.

IT IS AGREED: 1

ORDERS

1.1

These Terms and Conditions, along with the Order, govern the overall relationship of the Parties in relation to the Services, including where the Supplier will provide the Services to HdWE and its Affiliates, as applicable.

1.2

The Supplier shall provide the Services to HdWE and its Affiliates in accordance with the Order.

1.3

Where HdWE sends a written instruction (including by email) referencing these Terms and Conditions for the Supplier to provide Services to HdWE. The instruction constitutes an offer by HdWE and its Affiliates to purchase Services in accordance with these Terms and Conditions.

1.4

The instruction shall be deemed to be created, and an Order shall be deemed to have been created, on the earlier of: 1.4.1

the Supplier issuing written acceptance of HdWE’s instruction (which may be via email); 1 April 2022

1.4.2

the Supplier commencing performance of the Services or the supply of Goods; or

1.4.3

any other act by the Supplier consistent with fulfilling the Order,

at which point and on which date a binding order shall come into existence.

2

SERVICES AND GOODS Services

2.1

The Supplier shall, during the Term, provide the Services in accordance with: 2.1.1

all Applicable Law;

2.1.2

Good Industry Practice;

2.1.3

HdWE Policies; and

2.1.4

any other standards, certifications, qualifications and/or authorisations and obligations expressly stated in an Order.

Goods 2.2

If the Supplier provides Goods under an Order, the Supplier shall, during the Term, supply the Goods in accordance with this clause 2.2 and the Order.

2.2.1

During the Term, the Supplier shall supply such quantities of the Goods as HdWE may order in accordance with any applicable Order.

2.2.2

The Supplier shall at all times make reasonable endeavors to maintain sufficient manufacturing capacity and/or stocks of the Goods in order to provide the Goods as required by an agreed Order.

2.2.3

The Goods supplied to HdWE by the Supplier shall: (a)

conform with all specifications and descriptions of such Goods;

(b)

be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by HdWE;

(c)

be free from defects in design, material and workmanship and remain so for 12 months after delivery to HdWE; and

(d)

comply with all Applicable Law.

2.2.4

The Supplier shall ensure that the materials used in the Goods are not generally known to be deleterious at the time of incorporation into the Goods.

2.2.5

The Supplier shall ensure that the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition.

2 April 2022

2.2.6

The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to supply the Goods in accordance with the terms of these Terms and Conditions.

2.2.7

The risk and title in the Goods delivered to HdWE shall pass to HdWE when the Goods have been delivered and uploaded at the Delivery Location.

2.3

Where Goods are supplied as part of the Services, in clauses 1, 3, 6, 7, 8, 10, and 15, the term “Services” shall be construed as references to “Goods and/or Services (as the context shall admit”).

3

THE SUPPLIER’S OBLIGATIONS

3.1

The Supplier shall: 3.1.1

obtain at its own cost and ensure the continued validity of all necessary licences, consents, certifications and authorisations to enable it to perform its obligations under these Terms and Conditions and each Order;

3.1.2

co-operate with all Other Contractors and employees of HdWE, in each case to the extent reasonably necessary for the smooth provision of the Services to HdWE;

3.1.3

comply with all lawful and reasonable instructions of HdWE;

3.1.4

obtain and maintain all standards, certifications, qualifications and/or authorisations in accordance with Good Industry Practice;

3.1.5

obtain and maintain accreditation with the HdWE preferred Safety Schemes In Procurement (SSIP) provider as notified to the Supplier by HdWE from time to time; and

3.1.6

ensure that all materials, products and workmanship provided by or on behalf of the Supplier in the course of carrying out the Services shall be of a standard at least appropriate to Good Industry Practice and the requirements of the Order and these Terms and Conditions.

4

HDWE OBLIGATIONS

4.1

HdWE shall: 4.1.1

comply with all Applicable Law as applicable to HdWE’s receipt of the Services;

4.1.2

other than where not possible due to a Force Majeure event, grant the Supplier Personnel and any Sub-Contractor access to parts of the Premises reasonably required to enable the Supplier (or the relevant Sub-Contractor) to perform the Services in accordance with these Terms and Conditions;

4.1.3

use reasonable endeavours to co-operate with the Supplier in all matters relating to the Services.

3 April 2022

5

SUPPLIER PERSONNEL

5.1

The Supplier shall, and shall procure that all Sub-Contractors shall:

5.2

5.1.1

allocate sufficient Supplier Personnel and resources to carry out the Services in accordance with the terms of these Terms and Conditions and will ensure that its Supplier Personnel are suitably skilled, qualified and experienced to perform their obligations in an efficient, competent and workmanlike manner in accordance with Good Industry Practice;

5.1.2

endeavour to determine, and to the extent that the Supplier is aware it shall inform HdWE, if any Supplier Personnel attending the Premises have been convicted by a court of any criminal offence in any country, unless the conviction is ‘spent’ under the Rehabilitation of Offenders Act 1974;

5.1.3

ensure that all Supplier Personnel are fully aware of, and comply with, relevant HdWE Policies, including without limitation the Site Rules, each as amended and notified to the Supplier from time to time;

5.1.4

provide personal protective equipment and any other safety wear and/or safety equipment for use by all Supplier Personnel whilst at the Premises as and when required and as required under Applicable Law; and

5.1.5

in carrying out the Services, be responsible for and comply with all safety, health and welfare measures required of it under Applicable Law.

Where any Supplier Personnel or a Sub-Contractor is working at the Premises, the Supplier shall ensure that the Supplier Personnel shall: 5.2.1

be smart in appearance and when requested by HdWE wear Supplier branded uniforms;

5.2.2

when appropriate wear protective covering over shoes at all times;

5.2.3

carry proof of identity, and when appropriate proof that they are a Supplier Personnel, at all times when they are in the Premises and provide such proof of identity on request;

5.2.4

notify HdWE staff and/or reception when they arrive at the Premises and state that they are working for or on behalf of the Supplier.

5.3

If requested to do so by HdWE, the Supplier shall replace any Supplier Personnel that are not performing at HdWE’s required standards, at the sole discretion of HdWE, and HdWE may remove such Supplier Personnel from the Premises.

6

FEES

6.1

In consideration of performance of the Services by the Supplier, HdWE will pay the Fees to the Supplier.

4 April 2022

6.2

Subject to clause 6.3 and unless otherwise stated in an Order, the Supplier may invoice HdWE in arrears and HdWE will pay each invoice within 30 days after the date a valid invoice is received by HdWE.

6.3

Each invoice must be delivered to finance.ap@hdwe.co.uk unless otherwise stated in writing, state that the invoice is for the attention of HdWE requestor of the Services and contain such other reference details as HdWE may from time to time require. Such reference details shall include but not be limited to: 6.3.1

the corresponding Order number and/or written instruction;

6.3.2

where applicable, the corresponding unit and property number;

6.3.3

a breakdown of time and materials performed for any reactive or ad hoc work;

6.3.4

a summary of works undertaken.

6.4

The Supplier shall send the Supplier’s HdWE relationship manager the reports and/or certificates (where applicable) before any invoice is sent to HdWE and for the avoidance of doubt, HdWE shall not be required to pay any invoice until HdWE has received the required reports and/or certificates.

6.5

If any part of the Fees is disputed in good faith by HdWE, HdWE shall notify the Supplier of the dispute. HdWE shall be entitled to withhold the full invoiced amount pending resolution. The Supplier’s obligations to provide the Services shall in no way be affected by any bona fide dispute in relation to the Fees or payment of them.

6.6

If HdWE fails to pay any amount due by the final date for payment in accordance with clause 6.2 or an applicable Order, the Supplier may charge HdWE interest at the rate of 2% per annum above the base rate from Bank of England, on the overdue amount from the final date for payment until payment is actually made, save to the extent any amount payable is subject to a bona fide dispute.

6.7

HdWE may at any time set off any liability of the Supplier to HdWE against any liability of HdWE to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms and Conditions. Any exercise by HdWE of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms and Conditions.

7

TERM AND TERMINATION

7.1

These Terms and Conditions shall take effect on the Effective Date and, unless otherwise stated in an Order, shall continue for the Order Term.

7.2

Unless otherwise stated in an Order, an Order shall take effect on the Order Start Date and, unless otherwise terminated in accordance with these Terms and Conditions or the terms of an Order, shall continue for the Initial Order Term. Following the Initial Order Term, the Order shall continue until either Party gives three (3) months’ notice in writing to the other to terminate the Order or unless otherwise terminated under the terms of these Terms and Conditions or the Order.

5 April 2022

7.3

If no Order Term is stated in the Order, these Terms and Conditions shall take effect on the Effective Date and continue for the duration of the Services until otherwise terminated in accordance with clause 7.4.

7.4

Any Order, or part thereof, may be terminated: 7.4.1

immediately by either Party on written notice, if the other is in material breach of these Terms and Conditions and in the case of any such breach capable of remedy has failed to remedy the breach within a period of 30 days after receipt of written notice to do so;

7.4.2

immediately by HdWE without prejudice to any other rights and remedies available to HdWE and without any liability to the Supplier, if:

7.4.3

(a)

the Supplier fails to comply with the HdWE Policies;

(b)

the Supplier no longer hold accreditation with the HdWE preferred Safety Schemes In Procurement (SSIP) provider;

(c)

the Supplier fails to comply with or loses any required industry standard accreditations applicable to the Services;

(d)

HdWE sells or leases, or is in the process of selling or leasing, the Premises or the Premises is being redeveloped;

(e)

the Supplier has a change of Control;

(f)

the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms and Conditions is in jeopardy;

(g)

the Supplier does not meet the Service Levels (as applicable), unless otherwise stated in an Order or Master Services Agreement; or

(h)

in the event of Force Majeure suffered by HdWE and/or an Affiliate.

immediately by either Party on written notice: (a)

if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(b)

if a meeting is convened, a petition is filed, a notice is given, a resolution is passed or an order is made for or in connection with the winding up of the other party except for the purpose of a solvent reconstruction, reorganisation, merger or consolidation;

(c)

if a person becomes entitled to appoint or has appointed a receiver (including fixed charge or court appointed), administrative receiver, liquidator, administrator, manager, insolvency practitioner or similar officer over the whole or a substantial part of the undertaking, property or assets of the other Party; 6 April 2022

7.5

(d)

if the other Party stops or suspends, or threatens to stop or suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e)

if a statutory demand is presented against the other Party (which is not the subject of a bona fide dispute) and remains unsatisfied for more than 21 days;

(f)

if the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or enters into (or proposes to enter into) a composition, scheme of arrangement or voluntary arrangement with any of its creditors or otherwise or a moratorium is agreed imposed or declared in respect of or affecting all or a material part of (or of a particular type of) the debts of the other Party;

(g)

if notice of intention to appoint an administrator is given by any person (including the other Party's directors, the other Party or any qualifying floating charge holder as defined in the Insolvency Act 1986), an application is made to court or an order is made for the appointment of an administrator or if an administrator is appointed or any step is taken by any person with a view to placing the other party into administration as defined by the Insolvency Act 1986; or

(h)

if any event or circumstance occurs which under the law of any relevant jurisdiction has an analogous or equivalent effect to any of the events listed in clauses 7.4.3(a) to 7.4.3(g) in relation to the other Party.

The Supplier shall promptly notify HdWE in writing if: 7.5.1

the Supplier has a change of Control;

7.5.2

the Supplier becomes aware, or reasonably believes, that its financial position has deteriorated so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms and Conditions is in jeopardy;

7.5.3

the Supplier receives any notification from or is investigated by a regulatory authority; and

7.5.4

at any time the Supplier has a change in its accreditations or certifications.

8

CONSEQUENCES OF TERMINATION

8.1

On termination of an Order, the agreement incorporating these Terms and Conditions shall automatically terminate.

8.2

Within 30 days of termination or expiry of an Order the Supplier shall deliver to HdWE all copies of any property, equipment, documents, information and data supplied to the 7 April 2022

Supplier by HdWE for the purposes of these Terms and Conditions and/or Order and all Confidential Information disclosed to it by HdWE and shall certify to HdWE that no copies of such information or data have been retained other than those agreed by HdWE and as required by Applicable Law. 8.3

Upon termination or expiry of an Order, the Supplier shall cooperate with and provide such assistance as is reasonably necessary to HdWE for a reasonable period of time to ensure a smooth transfer of the Services to HdWE or any Replacement Supplier of the services similar or equivalent to the Services.

8.4

Clauses 8, 9, 10, 11, 12, 13, 14, 16 and 32 shall survive termination or expiry of an Order, together with any other provision of these Terms and Conditions which contemplates performance or observance subsequent to any termination or expiry of an Order.

8.5

Termination of these Terms and Conditions and/or an Order for any reason shall be without prejudice to the accrued rights and liabilities of the Parties on the date of termination.

9

WARRANTIES

9.1

The Supplier warrants to HdWE that: 9.1.1

it has power and authority, and shall continue to have the power and authority to enter into and be bound by and to exercise its rights and perform its obligations under these Terms and Conditions;

9.1.2

all necessary action to authorise the execution of and the performance of its obligations under these Terms and Conditions has been taken;

9.1.3

the execution, delivery and performance by it of these Terms and Conditions does not and will not contravene any provision of: (a)

any Applicable Law; or

(b)

its memorandum or articles of association.

10

LIMITATION OF LIABILITY

10.1

Subject to clause 10.4, HdWE shall not be liable to the Supplier for Losses arising under or in connection with these Terms and Conditions and/or an Order which are:

10.2

10.1.1

loss of profit (whether such loss is direct or indirect or consequential);

10.1.2

loss of business opportunity (whether such loss is direct or indirect or consequential); or

10.1.3

indirect or consequential loss.

Nothing in these Terms and Conditions shall limit or exclude HdWE’s right to recover any of the following costs, losses or expenses, which costs, losses or expenses shall

8 April 2022

not be considered indirect or consequential loss, and shall therefore be deemed recoverable to the extent the same are incurred by HdWE as Losses: 10.2.1

additional or administrative costs and expenses arising from a Default by the Supplier;

10.2.2

expenditure or charges incurred as a result of, or rendered unnecessary as a result of, a Default by the Supplier;

10.2.3

additional costs to maintain the Services until the effective termination date arising from dealing with the consequences of a Default by the Supplier, including the reasonable and proper cost of implementing and performing workarounds whilst a new supplier is being procured or the Services are being assumed by HdWE;

10.2.4

the cost of procuring replacement services to the extent that they are not included in clause 10.2.3;

10.2.5

the costs and expenses of restoring and rectifying lost or corrupt data arising from a Default by the Supplier;

10.2.6

advertising costs reasonably incurred to limit damage caused to HdWE or HdWE’s reputation and goodwill arising from a Default by the Supplier;

10.2.7

the loss of profit, income and/or cost incurred by HdWE or its Affiliates in connection with a delay in HdWE or its Affiliates ability to lease a unit or property as a result of an act or omission of the Suppliers;

10.2.8

the costs and expenses of conducting an audit, investigation, evaluation (including a financial evaluation) or request for information by HdWE in connection with a Default by the Supplier; and

10.2.9

amounts equal to fines, penalties and other sanctions imposed by any court, tribunal, regulator or other government authority including any associated costs and expenses as a result of a Default by the Supplier.

10.3

Subject to clause 10.4, HdWE’s maximum aggregate liability in respect of any claims arising under or in connection with these Terms and Conditions and/or the applicable Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 50% of the Fees paid by HdWE to the Supplier under the relevant Order in the preceding 12 months.

10.4

Nothing in these Terms and Conditions shall limit either Party’s liability for: 10.4.1

death or personal injury caused by negligence;

10.4.2

fraud or fraudulent misrepresentation;

10.4.3

breaches of s12 of the Sale of Goods Act 1979 or s2 of the Supply of Goods and Services Act 1982; or

9 April 2022

10.4.4 10.5

any other liabilities that cannot be limited by law.

Nothing in these Terms and Conditions shall limit the Supplier’s liability for: 10.5.1

any liability arising under clause 13.7 (IP Indemnity);

10.5.2

any breach of clause 12 (Confidentiality) and/or clauses 2.1.1 and 2.2.3(d) (compliance with Applicable Law).

11

INSURANCE

11.1

The Supplier shall take out and maintain throughout the Term the insurance policies set out below with a reputable insurer: 11.1.1

professional indemnity insurance cover for not less than £1,000,000 (one million) in the aggregate for all claims in any one year;

11.1.2

public liability insurance cover for not less than £5,000,000 (five million) for each and every occurrence; and

11.1.3

if required to do so under Applicable Law, employers' liability insurance cover to the prevailing statutory cover.

11.2

It is expressly agreed and understood that the insurance policies and limits required hereunder shall not limit the liability of the Supplier hereunder, and that HdWE makes no representation that these types or amounts of insurance are sufficient or adequate to protect the Supplier’s interests or liabilities, but are merely minimums.

11.3

The Supplier shall provide a certificate of insurance evidencing the insurance required under clause 11.1 to HdWE on request.

12

CONFIDENTIALITY AND PUBLICITY

12.1

Each Party shall: 12.1.1

use the Confidential Information of the other party disclosed to it (by whoever disclosed) only for the proper performance of its duties under these Terms and Conditions;

12.1.2

not without the disclosing Party's written consent disclose or permit the disclosure of the Confidential Information disclosed to it;

12.1.3

take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own confidential information) to safeguard every part of the Confidential Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by these Terms and Conditions; and

12.1.4

without keeping any copies (except to the extent required by Applicable Law), delete or deliver to the disclosing Party, within three days of receipt of a

10 April 2022

request to do so made at any time, all Confidential Information of the disclosing Party.

12.2

The receiving Party may disclose Confidential Information of the disclosing Party to those of its Affiliates, employees, contractors, agents, officers and professional advisers who need to have access to it for the proper performance of its duties under these Terms and Conditions. The receiving Party will ensure that such persons comply with clause 12.1 as if they were a party to these Terms and Conditions.

12.3

Either Party may disclose these Terms and Conditions to insurers, auditors, coinvestors and funding sources (including providers of debt finance or funding), provided the relevant Party ensures that such persons comply with clause 12.1 as if they were a party to these Terms and Conditions.

12.4

The provisions of clause 12.1 shall not apply to Confidential Information that:

12.5

12.4.1

the receiving Party can prove was known to the receiving Party or in its possession before that information was acquired from, or from some person on behalf of, the disclosing Party;

12.4.2

is in or enters the public domain through no wrongful default of the receiving Party or any person on its behalf, provided that this clause 12.4.2 shall only apply from the date that the relevant Confidential Information enters the public domain;

12.4.3

the receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence;

12.4.4

is required to be disclosed by any Applicable Law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, provided that the receiving Party shall use reasonable endeavours to give the disclosing Party as much written notice of the disclosure as it reasonably can, to the extent permitted under Applicable Law;

12.4.5

the receiving Party can prove was independently developed by any of the receiving Party's employees who have not had any direct or indirect access to, or use or knowledge of, the Confidential Information imparted by the disclosing Party; or

12.4.6

because of its nature is not capable of protection as confidential information even if it remains secret.

Within three days of receipt of a request to do so made at any time and in any event if these Terms and Conditions is terminated, the receiving Party shall promptly return or destroy (at the option of the disclosing party) all Confidential Information of the disclosing Party, provided that the receiving Party will be entitled to retain Confidential Information to the extent required by Applicable Law.

11 April 2022

12.6

The Supplier must not use HdWE’s name or branding (including any related domain names) in any promotional material, marketing material, similar material or announcement without the prior written consent of HdWE. Nothing in these Terms and Conditions constitutes an endorsement by HdWE of the Supplier’s goods or services, and the Supplier must not conduct itself in a way that implies any endorsement or authorisation by HdWE.

13

INTELLECTUAL PROPERTY RIGHTS

13.1

HdWE and its licensors shall retain ownership of all Intellectual Property Rights in HdWE Materials.

13.2

HdWE hereby grants to the Supplier a fully paid-up, non-exclusive, royalty-free, revocable, non-transferable licence to use the HdWE Materials for the Term solely to the extent necessary for the purposes of providing the Services.

13.3

The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Supplier Materials.

13.4

The Supplier grants to HdWE a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term to use the Supplier Materials and any Intellectual Property Rights in the Services to the extent necessary for the purpose of receiving the full benefit of the Services.

13.5

The Supplier assigns to HdWE, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Deliverables and shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Applicable Law.

13.6

The Supplier shall, promptly at HdWE’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as HdWE may from time to time require for the purpose of securing for HdWE all right, title and interest in and to the Intellectual Property Rights assigned to HdWE in accordance with clause 13.5.

13.7

The Supplier shall indemnify on demand and hold harmless HdWE against any Loss suffered or incurred by HdWE as a result of any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) that the provision or receipt of the Services or any of the Supplier Materials and/or Deliverables infringe the Intellectual Property Rights of any third party.

13.8

If a claim to which clause 13.7 may apply or in the reasonable opinion of either Party is likely to be made or brought, the Supplier shall take any of the following actions so as to avoid the infringement or the alleged infringement: 13.8.1

modify any or all of the Supplier Materials, Deliverables or Services without reducing the performance and functionality of the same;

12 April 2022

13.8.2

substitute alternative documents, products or materials or Services or items of equivalent performance and functionality for any or all of the Supplier Materials or Services; or

13.8.3

procure a licence to ensure that HdWE and the Supplier can continue to use the Supplier Materials and/or provide Services on terms which are acceptable to HdWE.

13.9

Upon termination of these Terms and Conditions and/or an Order (howsoever arising) the licences granted in this clause 13 shall automatically terminate.

14

DATA PROTECTION

14.1

For the purposes of this clause 14, “personal data”, “controller”, “processor”, “data subject”, and “processing” (and other parts of the verb ‘to process’) shall have the meaning set out in the Data Protection Law.

14.2

Each Party shall comply at all times with Data Protection Law in so far as it relates to these Terms and Conditions.

14.3

Unless otherwise stated in an Order, in the context of these Terms and Conditions, the Supplier will act as “processor” to HdWE, who will act as a “controller” with respect to the personal data.

14.4

Where the Supplier processes personal data on behalf of HdWE, with respect to such processing, the Supplier shall: 14.4.1

process the personal data only in accordance with these Terms and Conditions and the documented instructions of HdWE given from time to time, save where the Supplier is required by Data Protection Law to otherwise process that personal data. The Supplier shall inform HdWE if, in the opinion of the Supplier, the instructions of HdWE infringe Data Protection Law;

14.4.2

only permit the personal data to be processed by persons who are bound by enforceable obligations of confidentiality and take steps to ensure such persons only act on the Supplier’s instructions in relation to the processing;

14.4.3

implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

14.4.4

not appoint third party sub-processors without the prior written consent of HdWE. Where HdWE has provide its consent and the Supplier appoints a third party sub-processor, it shall, with respect to data protection obligations: (a)

ensure that the third party is subject to, and contractually bound by, at least the same obligations as the Supplier; and

13 April 2022

(b)

remain fully liable to HdWE for all acts and omissions of the third party sub-processor;

14.4.5

notify HdWE in writing at the following email address it@hdwe.co.uk without undue delay, and in any event within 24 hours, after becoming aware that it has suffered a personal data breach. Such notification shall include a description of the nature of the personal data breach and a description of the measures taken or proposed to be taken to address the personal data breach;

14.4.6

make all reasonable efforts to identify the cause of any personal data breach suffered by the Supplier and to the extent that remediation is within the Suppliers control, take such steps as are necessary, including any steps reasonably instructed by HdWE, in order to remedy the cause of such personal data breach;

14.4.7

permit HdWE (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit (during business hours and on reasonable notice) the Supplier’s data processing activities to enable HdWE to verify and/or procure that the Supplier is complying with its obligations under this clause 14;

14.4.8

on HdWE’s reasonable request and at HdWE’s cost, assist HdWE to respond to requests from data subjects who are exercising their rights under the Data Protection Law (insofar as it is reasonable for the Supplier to do so);

14.4.9

not process personal data outside the European Economic Area or the United Kingdom without the prior written consent of HdWE and, where HdWE consents to such transfer, to comply with any reasonable instructions notified to the Supplier by it;

14.4.10

on HdWE’s reasonable request, assist HdWE to comply with HdWE’s obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of the Data Protection Law), comprising (if applicable): (A) notifying a supervisory authority that HdWE has suffered a personal data breach; (B) communicating a personal data breach to an affected individual; (C) carrying out an impact assessment; and (D) where required under an impact assessment, engaging in prior consultation with a supervisory authority;

14.4.11

on HdWE’s reasonable request, assist HdWE to comply with HdWE’s obligations under Data Protection Law relating to compliance with and responding to a data subject request; and

14.4.12

unless Applicable Law requires otherwise, upon termination of these Terms and Conditions delete or return all personal data provided by HdWE to the Supplier (except to the extent this is not reasonably technically possible or prohibited by Applicable Law).

14 April 2022

15

RECORD KEEPING

15.1

The Supplier shall keep complete and accurate records relating to the provision of the Services as expressly required by these Terms and Conditions or otherwise required

by Applicable Law or Good Industry Practice, including but not limited to: 15.1.1

invoices, VAT receipts and any supporting financial information;

15.1.2

all documents which these Terms and Conditions, including any Order, expressly requires to be prepared;

15.1.3

documents relating to insurances to be maintained under these Terms and Conditions, and any claim made in respect of them; and

15.1.4

certificates, licences, registrations or warranties in each case obtained by the Supplier in relation to the provision of the Services,

(together the “Records”) 15.2

The Supplier will keep the Records in a form that is capable of audit by HdWE, unless a specific form is agreed in writing by the Parties.

16

AUDITS

16.1

The Supplier shall, and shall procure that each of its Sub-Contractors shall, throughout the Term and for 12 months thereafter: 16.1.1

allow HdWE to conduct (either itself or through a third party) an audit of the Supplier’s and/or such Sub-Contractor’s systems and procedures (including security measures) used, and records (including the Records) kept, in connection with its provision of any Services (including the right to take copies of such records);

16.1.2

the Supplier’s and/or such Sub-Contractor’s compliance with the provisions of these Terms and Conditions; and

16.1.3

provide access to Supplier Personnel and its external auditors and all reasonable cooperation in connection with any such audit.

16.2

Any audit shall be conducted during normal business hours and upon reasonable notice, except in the case of investigations of reasonable suspicion of fraud or business irregularities of a potentially criminal nature, or relating to HdWE’s data protection requirements.

16.3

If, following any audit, HdWE notifies the Supplier that the Supplier or its relevant SubContractor is non-compliant with any provisions of these Terms and Conditions, the Supplier shall, or shall procure that such Sub-Contractor (as applicable) shall, promptly make all necessary changes to ensure compliance. Without prejudice to any other rights available to HdWE, if the Supplier or such Sub-Contractor (as applicable) is unable promptly to remedy such non-compliance, HdWE may terminate these Terms and Conditions and/or any applicable Order (in whole or in part), without any penalty or 15 April 2022

termination fee or any other liability, upon written notice to the Supplier, in which case, the Supplier shall promptly refund to HdWE all amounts pre-paid, and cancel any invoice, in respect of the terminated Services that relate to the period beyond the Effective Date of termination.

17

REPORTING Unless otherwise stated in an Order, the Supplier shall notify HdWE in writing immediately at the following email address it@hdwe.co.uk, and in any event within 2 hours, of any accident and/or incident (including any health and safety incidence) that occur or otherwise arise during or in relation to the provision of the Services by the Supplier. The Supplier shall provide HdWE with a full report of the accident and/or incident within 48 hours of the accident and/or incident arising. Such report shall be provided to the Supplier’s HdWE relationship manager.

18

CHANGE

18.1

HdWE may without invalidating an Order request an addition to or omission from or other change in the Services or any Order by issuing to the Supplier a Change Request.

18.2

On receipt by the Supplier of a Change Request issued by HdWE the Supplier shall provide HdWE within seven (7) days of the date of the Change Request (or such other period as may be agreed): 18.2.1

a reasonable estimate of the increase or reduction in the contract cost (if any) which it believes would occur as a result of the change set out in the Change Request together with a reasonably detailed breakdown of the manner in which such estimate was calculated; and

18.2.2

if such change cannot reasonably be implemented immediately, the time which it reasonably requires to implement such change; and

18.2.3

an analysis of the likely impact such change shall have on the performance of the other Services.

18.3

Neither Party shall be obliged to proceed with any Change Request unless and until the Parties have agreed to all the terms of the change including any variation to the Fees.

19

SERVICE LEVELS

19.1

The Supplier will perform the Services in accordance with the Service Levels, where Service Levels are included in the relevant Order.

19.2

Where applicable, the Supplier shall provide a detailed report on the Supplier’s performance against the Service Levels within one week of the end of each Service Level period (as set out in an Order). For example, if the Service Level is calculated per month, then the Supplier shall provide a Service Level report within one week of the end of that month. If the Supplier fails to meet the agreed Service Level in any given period, the report shall include reasons for the failure to meet the Service Level 16 April 2022

and remediation action which will be taken by the Supplier to ensure the remediation of the failure and a plan to ensure such Service Levels are met going forward.

20

ANTI-BRIBERY, MODERN SLAVERY AND CRIMINAL FINANCES

20.1

In performing its obligations under these Terms and Conditions and an Order, each Party shall: 20.1.1

comply with all Applicable Law relating to: (a)

anti-bribery and anti-corruption including, if applicable, the Bribery Act 2010; and

(b)

anti-slavery or human trafficking in any jurisdiction relevant to the performance of these Terms and Conditions (including, where applicable, the Modern Slavery Act 2015);

20.1.2

without prejudice to clause 20.1.1, not engage in any activity, practice or conduct that would constitute slavery, servitude, forced or compulsory labour, or human trafficking, including by aiding, abetting, counselling or procuring any of the above;

20.1.3

undertake due diligence on its supply chain to mitigate any risk of slavery, human trafficking and/or forced labour in its supply chain;

20.1.4

include contractual terms in its supplier contracts that are materially similar to those in this clause 20; and

20.1.5

not by any act or omission engage in any activity, practice or conduct which would constitute: (a)

a UK tax evasion facilitation offence under section 45(1) Criminal Finances Act 2017 ("CFA"), or

(b)

a foreign tax evasion facilitation offence under section 46(1) CFA.

20.2

The Supplier shall respond to questionnaires requested by HdWE from time to time and provide information to HdWE as reasonable requested relating to the Suppliers practices, policies and procedures relating to modern slavery, forced labour and human trafficking offences.

20.3

Each Party shall have and maintain in place throughout the Term its own policies and procedures to ensure compliance with all Applicable Law relating to anti-bribery, anticorruption, anti-slavery including, if applicable, the Bribery Act 2010 and the Modern Slavery Act 2015, and will enforce them where appropriate.

21

FORCE MAJEURE

21.1

Subject to clause 21.2 and 21.3, neither Party shall be deemed to be in breach of these Terms and Conditions, under an Order or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under these 17 April 2022

Terms and Conditions or an Order to the extent that such delay or non-performance is due to any event of Force Majeure.

21.2

The Party affected by any event of Force Majeure shall immediately give the other party written notification of the nature and extent of the event of Force Majeure and the parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements.

21.3

If the Supplier is affected by the event of Force Majeure, the Supplier shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of the Services. For the avoidance of doubt, in the event of a national lockdown or government restriction on the movement of people, the Supplier shall still provide the Services to HdWE where it is legally authorised to do so.

21.4

If the Supplier is affected by the event of Force Majeure and the written notice in relation to the event of Force Majeure has not been withdrawn within seven (7) days HdWE shall be at liberty to terminate and Order or at HdWE’s discretion, the Services, or otherwise amend part of the Services on notice to the Supplier with immediate effect by serving a written notice on the Supplier.

22

SUB-CONTRACTING AND ASSIGNMENT

22.1

The Supplier may not sub-contract the performance of any of its obligations under these Terms and Conditions without the written consent of HdWE.

22.2

If HdWE consents to the Supplier sub-contracting part or all of the Services under clause 22.1, the Supplier shall not be relieved from its obligations to HdWE under these Terms and Conditions. The Supplier shall ensure that the Services, or any part of the Services, carried out by any Sub-Contractor shall be in accordance with these Terms and Conditions. The Approved Sub-Contractors have been approved by HdWE as at the Effective Date.

22.3

The Supplier shall not without the prior written consent of HdWE assign, transfer (in whole or in part), charge, declare a trust over or deal in any manner with these Terms and Conditions or the benefit of or the rights under these Terms and Conditions.

23

RIGHTS OF THIRD PARTIES

23.1

Subject to clause 23.2, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of these Terms and Conditions.

23.2

Any Affiliate of HdWE may enforce the terms of these Terms and Conditions.

Notwithstanding the foregoing, the Parties are entitled to terminate or amend these Terms and Conditions in accordance with its terms without the consent of any Affiliate of HdWE (or any other third party).

18 April 2022

24

DISPUTE RESOLUTION

24.1

In the event of any dispute arising between the Parties in connection with these Terms and Conditions, the Parties will, within 10 Business Days of a written notice from either Party to the other, meet in good faith and attempt to resolve the dispute.

24.2

Those attending the relevant meeting shall use all reasonable endeavours to resolve the dispute. If the meeting fails to resolve the dispute within 15 Business Days of its being referred to it, either Party by notice in writing may refer the dispute to designated senior corporate executives (or equivalent) of the Parties, who shall co-operate in good faith to resolve the dispute as amicably as possible within 20 Business Days of the dispute being referred to them.

24.3

If, within 20 Business Days of the meeting pursuant to clause 24.2, the Parties have been unable to resolve the dispute, then clause 32 will apply.

25

NOTICE

25.1

All notices between the Parties with respect to an Order shall be in writing and signed by or on behalf of the Party giving it. In the case of any notice given by email, the notice shall state that it is given as a notice under the Order and an email so marked shall be deemed to be signed for the purposes of this clause. Email notice shall be sent to, i) procurement@hdwe.co.uk for HdWE, and ii) any email regulatory used by the Supplier in connection with the Services or as stated in an Order for the Supplier.

25.2

Any notice referred in clause 25.1, may be given:

25.3

25.2.1

by delivering it by hand;

25.2.2

by post to the registered address of the Party, being (i) (where the addresses of both Parties are in the United Kingdom) first class pre-paid post (provided that a certificate of posting is obtained) or recorded delivery, or (ii) (where the addresses of the Parties are in different countries) air mail; or

25.2.3

by email, provided that notice is sent to the authorised e-mail.

Notice shall be deemed to have been received: 25.3.1

if delivered by hand, on the day of delivery;

25.3.2

if sent by first class pre-paid post or recorded delivery, two Business Days after posting, exclusive of the day of posting;

25.3.3

if sent by air mail, five Business Days after posting, exclusive of the day of posting;

25.3.4

if sent by email, at the time of transmission unless sent after 17.00 in the place of receipt in which case they shall be deemed to have been received on the next Business Day in the place of receipt.

19 April 2022

25.4

Nothing in this clause 25 shall apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26

ENTIRE AGREEMENT These Terms and Conditions (along with any Order and, where applicable, the Master Services Agreement) constitutes the entire agreement and understanding between the Parties with respect to the subject matter of these Terms and Conditions and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter unless amended in writing and in agreement by both Parties.

27

COUNTERPARTS

27.1

Where applicable, any Order or Master Services Agreement entered into between the Parties may be signed in any number of counterparts and by the Parties on separate counterparts, but shall not be effective until each Party has signed at least one counterpart.

27.2

Each counterpart shall be treated as an original agreement but all counterparts shall together constitute one and the same agreement.

28

AMENDMENTS No amendment of these Terms and Conditions shall be effective unless it is in writing and signed by or on behalf of each of the Parties.

29

SEVERANCE

29.1

If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not effect: 29.1.1

the legality, validity or enforceability in that jurisdiction of any other provision of these Terms and Conditions; or

29.1.2

the legality, validity or enforceability in any other jurisdiction of that or any other provision of these Terms and Conditions.

29.2

Whilst the Parties consider the provisions contained in these Terms and Conditions reasonable, having taken independent legal advice, if any one or more of the provisions are adjudged alone or together to be illegal, invalid or unenforceable, the Parties shall negotiate in good faith to modify any such provision(s) so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provision(s).

30

NO PARTNERSHIP/AGENCY Nothing in these Terms and Conditions is intended to or shall operate to create a partnership or joint venture of any kind between the Parties, or to authorise either Party 20 April 2022

to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

31

WAIVERS AND REMEDIES

31.1

Except as otherwise stated in these Terms and Conditions, the rights and remedies of each Party under these Terms and Conditions: 31.1.1

are in addition to and not exclusive of any other rights or remedies under these Terms and Conditions or the general law; and

31.1.2

may be waived only in writing and specifically.

31.2

Delay in exercising or non-exercise of any right under these Terms and Conditions is not a waiver of that or any other right.

31.3

Partial exercise of any right under these Terms and Conditions shall not preclude any further or other exercise of that right or any other right under these Terms and Conditions.

31.4

Waiver of a breach of any term of these Terms and Conditions shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

32

GOVERNING LAW AND JURISDICTION

32.1

These Terms and Conditions and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.

32.2

In relation to any legal action or proceedings (a) arising out of or in connection with these Terms and Conditions or its implementation or effect or (b) relating to any noncontractual obligations arising out of or in connection with these Terms and Conditions, each of the Parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

21 April 2022

SCHEDULE 1 DEFINITIONS AND INTERPRETATION 1

DEFINITIONS In these Terms and Conditions the following words and expressions shall have the meanings hereby assigned to them.

1.1

Affiliate: in relation to a Party any other entity that directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that Party from time to time;

1.2

Applicable Law: (a) any applicable statutes, statutory instruments, regulations, regulatory rules, orders and other legislative provisions in any jurisdiction, including any delegated or subordinate legislation, any enforceable community rights within the United Kingdom and any applicable judgment of a relevant court of law or decision of a tribunal or competent authority which creates binding precedent; and (b) any applicable binding code, policy or guidance enforceable by law;

1.3

Approved Sub-Contractor: the approved sub-contractors as stated in an Order or set out in the Master Services Agreement (as applicable);

1.4

Business Day: any day except Saturday, Sunday or a bank or public holiday in the United Kingdom;

1.5

Change Request: means a written request by HdWE to vary, supplement, reduce or otherwise amend the Services;

1.6

Confidential Information: any information in any form or medium which is confidential or otherwise not publicly available (either in its entirety or in part including the configuration or assembly of its components) including commercial, financial, marketing, or technical information, know-how, trade secrets, business methods and other information disclosed or supplied whether verbally, electronically or in writing by either Party or its Affiliates to the other Party or its Affiliates in connection with these Terms and Conditions and the Services provided under it, including the fact that these Terms and Conditions has been entered into, the terms of these Terms and Conditions, any difference between those terms and terms offered generally to other parties and any other conditions or facts relevant to these Terms and Conditions;

1.7

Control: has the meaning given to it in section 836 of the Corporation Tax Act 2009;

1.8

Data Protection Law: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications) under these Terms and Conditions;

22 April 2022

1.9

Default: any breach of these Terms and Conditions, act or omission giving rise to actual or potential Losses whether arising in tort (including negligence), breach of contract or otherwise, including any Losses that are subject to an indemnity set out in these Terms and Conditions;

1.10

Deliverables: any output of the Services and any other documents, products and materials provided by the Supplier to HdWE as specified in an Order (or the Master Services Agreement, as applicable) and any other documents, products or materials provided by the Supplier to HdWE in relation to the Services (excluding the Supplier Materials);

1.11

Effective Date: the date stated in an Order as the Effective Date, but if no such date is specified, the Effective Date shall be the date which shall be the earlier of the date that the Supplier commences performance of the Services or supply of Goods;

1.12

Fees: the fees payable by HdWE to the Supplier, calculated in accordance with an Order;

1.13

Force Majeure: any act, event, omission, cause or circumstance whatsoever beyond the reasonable control of a Party, including the following: (a) acts of God and other events beyond human control, including flood, drought, earthquake, extreme adverse weather or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or changing the law; (f) collapse of buildings, fire, explosion or accident; or (g) any labour or trade dispute, strikes, industrial action or lockouts;

1.14

Goods: where applicable, the goods supplied by the Supplier as stated in an Order;

1.15

Good Industry Practice: the exercise of that degree of skill, care and diligence which would reasonably and ordinarily be expected from a reasonably skilled and experienced operator engaged in providing services of a similar scope, nature and complexity to the Services, and compliance with all national and international standards and certifications that are generally regarded as demonstrating good practice for services of the nature of the Services;

1.16

HdWE: the party to an Order, which will generally be Howard de Walden Estates Limited, company number (781024), registered address, 23 Queen Anne Street, London, W1G 9DL or an Affiliate of Howard de Walden Estates Limited, who is party to the applicable Order that incorporates these Terms;

1.17

HdWE Materials: all data, documents, plans, forecasts, models, information, items and materials in any form which are provided by HdWE to the Supplier in connection with the Services;

1.18

HdWE Policies: any HdWE policies referred to in Schedule 2 or otherwise provided to the Supplier by HdWE from time to time; 23 April 2022

1.19

Initial Order Term: the initial order term as specified in an Order;

1.20

Intellectual Property Rights: all rights in inventions, patents, copyrights, design rights, semiconductor topography and chip design rights, trade marks and trade names, domain names, service marks, code, software, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and renewals of such rights or any of them, anywhere in the world;

1.21

Losses: all losses, liabilities, fines, damages, costs, claims and expenses;

1.22

Master Services Agreement: a master services agreement entered into between the Parties for the provision of Goods and/or Services, as applicable;

1.23

Order: means the governing document incorporating these Terms and Conditions which, together with these Terms and Conditions, forms the contract between the parties, which may be, as the context shall admit: 1.23.1

an order form or work order entered into by the Parties referencing these Terms and Conditions; or

1.23.2

a written instruction (including by email) by HdWE referencing these Terms and Conditions to provide Goods and/or Services to HdWE; or

1.23.3

a statement of work entered into by the Parties in accordance with a Master Services Agreement that references these Terms and Conditions;

1.24

Order Start Date: the start date of an Order as stated in the Order;

1.25

Order Term: the term of an Order as stated in the Order as varied or extended from time to time or if no such term is specified, clause 7.3 applies;

1.26

Other Contractor: such consultants and/or contractors as HdWE may from time to time appoint to provide services in connection with the Premises;

1.27

Party: the parties to an Order, meaning HdWE or an Affiliate of HdWE authorised to purchase Goods and/or Services, and the Supplier, as applicable and “Parties” means HdWE (or its Affiliate) and the Supplier, as appliable;

1.28

Premises: the premises at which the Supplier is required to carry out the Services as stated in an Order or a Master Services Agreement (as applicable);

1.29

Service Levels: the service levels set out in the Master Services Agreement or any applicable Order;

1.30

Supplier Materials: all Supplier standard documents and information in any form which are provided by the Supplier to HdWE in relation to the Services but which are not created for the benefit of HdWE or for the purpose of providing the Services to HdWE;

1.31

Supplier Personnel: the Supplier’s employees and all other persons employed or engaged by the Supplier, or the Supplier Group, or any Sub-Contractor on or in 24 April 2022

connection with the Services or any part of them, excluding (for the avoidance of doubt) HdWE’s personnel; 1.32

Supplier: means the legal entity providing the services as stated in an Order;

1.33

Services: the services described in an applicable Order;

1.34

Site Rules: HdWE’s policies in respect of the Premises, as provided to the Supplier and as may be varied by HdWE from time to time;

1.35

Sub-Contractor: any person who has been sub-contracted by the Supplier to provide any of the Services;

1.36

Term: the Order Term as applicable to these Terms and Conditions ;

1.37

VAT: value added tax and any other tax of a similar nature in any relevant jurisdiction, in each case at the rate current from time to time; and

1.38

Year: the period of 12 months from the Effective Date, and each successive period of 12 months.

2

In these Terms and Conditions:

2.1

words importing the singular will also include the plural and vice versa;

2.2

the list of contents and the headings for the clauses of these Terms and Conditions are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of these Terms and Conditions;

2.3

any reference to these Terms and Conditions will mean these Terms and Conditions as modified or varied in accordance with its terms and will include any supplemental agreements entered into between the Parties;

2.4

any reference in these Terms and Conditions to any legislation or legislative provision, whether enacted in the United Kingdom, the European Community or elsewhere, extends to any modification or re-enactment of any of them for the time being in force;

2.5

where these Terms and Conditions references any documents or policies, these form an integral part of these Terms and Conditions;

2.6

wherever in these Terms and Conditions provision is made for the giving of notice, consent or approval, this will be in advance in writing and the word notice will be construed accordingly;

2.7

wherever in these Terms and Conditions provision is made for any reporting, such reporting is to be by way of a written report document;

2.8

in the event of a conflict between any of the terms of these Terms and Conditions and a specific Order, Master Services Agreement (where applicable), the conflict shall be resolved according to the following descending order of priority i) Order, ii) Master Services Agreement and iii) these Terms and Conditions.

25 April 2022

2.9

the words “includes”, “including”, “such as” or “for example” shall not limit the generality of any proceeding words and any words that follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

26 April 2022

SCHEDULE 2 HDWE POLICIES

27 April 2022