Please read our Terms & Conditions for information about the legal agreements and obligations when using Tech Powered Services
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: means the date as specified in the Order.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8
Contract: the contract between the Customer and the Supplier for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: Technology Powered Services Limited registered in England and Wales with company number 12046205. Deliverables: the deliverables set out in the Order.
Force Majeure Event: has the meaning given to it in Clause 13
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Services
Services: the services as set out in the Service Specification
Service Delivery Location: means the location of where the Services are to be provided as set out in the Order Service Specification: the description or specification for the Services provided by the Customer as set out in the Order Supplier: means the company identified in the corresponding Order.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) 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.
(e) A reference to writing or written includes email.
2.1 The Order constitutes a contractual agreement between the Customer and Supplier to provide Services in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted by the Supplier upon written acceptance by the Supplier or commencement of the Services as set out in the Order
2.3 The Order and these Conditions shall apply to the Contract any terms and conditions presented by the Supplier shall not apply
3.1 The risk in any equipment and materials used by the Supplier in the performance of the Services shall pass to the Customer upon acceptance of the Services by the Customer.
3.2 Title to equipment and materials used by the Supplier in the performance of the Services shall pass to the Customer upon installation
4.1 The Supplier shall supply the Services to the Customer using all reasonable skill and care expected of a Supplier who is considered an expert in their specialist field.
4.2 The Supplier shall use best endeavours to meet any performance dates for the Services specified in the Order
4.3 The Customer reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services
4.4 The Supplier warrants to the Customer that the Services will be fit for purpose
5.1 The Supplier shall:
(a) ensure that he or she has performed all due diligence in respects of the details and terms as set out in the Order (b) co-operate with the Customer in all matters relating to the Services;
(c) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(d) comply with all applicable laws, including health and safety laws;
(e) keep all materials, equipment, documents and other property of the Customer in safe custody at its own risk, maintain the Customer Materials (if any) in good condition until returned to the Customer, and not dispose of or use the Customer’s Materials other than in accordance with the Customer’s written instructions or authorisation; and
(f) comply with any additional obligations as set out in any Service Specification.
6.1 The Supplier shall invoice the Customer in accordance with any milestone payment schedule as set out in the Order and only for the activities completed to the Customers reasonable satisfaction. Where there is no milestone payment schedule the Supplier shall invoice the Customer monthly in arrears for the activities completed in the previous month
6.2 The Customer shall pay each invoice submitted by the Supplier within 60 days of the due date of the invoice to a bank account nominated in writing by the Supplier
6.3 All amounts invoiced by the Customer under the Contract are to be inclusive of value added tax chargeable from time to time (VAT).
6.4 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 11 (Termination), the Customer 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 6.4. will accrue each day at 2% a year above the Bank of England’s base rate from time to time
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Supplier) shall be owned by the Customer.
7.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer a perpetual, worldwide, non-exclusive, royalty-free licence for the purpose of receiving and using the Services and the Deliverables.
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the processor and the Supplier is the controller.
8.3 Without prejudice to the generality of Clause 11.1, the Supplier will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Customer for the duration and purposes of the Contract.
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
(a) 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 Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.1 The Supplier shall indemnify the Customer in respect of all expenses, liabilities, losses, costs, claims, demands or proceedings sustained by or brought against the Customer resulting from or in connection with defective or non-compliant work for which the Supplier is responsible as a result of such work or otherwise arising as a result of a breach by the Supplier of its obligations under this Contract.
10.2 This Clause 10 shall survive termination of the Contract.
11.1 Without affecting any other right or remedy available to it, the Customer may terminate the Contract immediately for convenience
12.1 On termination of the Contract the Supplier shall return all of the Customer Materials and any Deliverables which have been paid for in full or in part. Until they have been returned, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
14.1 Assignment and other dealings
(a) The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Supplier 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 Contract without the prior written consent of the Supplier.
14.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
14.3 Severance. If any provision or part-provision of the Contract 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 14.3 shall not affect the validity and enforceability of the rest of the Contract.
14.4 Waiver. A waiver of any right or remedy under the Contract 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 Contract 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 Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency.
Nothing in the Contract 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.
14.6 Entire agreement.
(a) The Contract constitutes 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
14.7 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
14.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
14.10 Jurisdiction. 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) arising out of or in connection with the Contract or its subject matter or formation.
