Terms and Conditions of Supply

Having a carefully drafted set of standard terms and conditions of supply (pro-supplier) is of fundamental importance to any business that provides similar services to a number of different parties. In addition to providing certainty and conformity in relation to the supplier’s contractual arrangements, it also allows the supplier to introduce terms and conditions of supply in a manner which does not encourage negotiation by the client. This, in turn, allows more junior members of the supplier’s business to conclude contracts on behalf of the supplier.

These terms and conditions of supply (pro-supplier) are used for persons supplying services, of any particular kind, to a client.

The terms and conditions of supply (pro-supplier) clearly set out the obligations of the supplier in relation to the provision of its services and describe the services to be provided by reference to the description of the services set out in Schedule 1 of the terms and conditions of supply. The supplier agrees to carry out the services with due skill, care and diligence and in accordance with the terms and conditions of supply. The services are to be carried out in accordance with specified time lines and may be amended where necessary to comply with any applicable laws or safety requirements.

In order to enable the supplier to perform the services, specific obligations are imposed on the customer under the terms and conditions of supply. In particular, the customer is obliged (amongst other things) to provide the supplier with any information necessary to enable it to perform the services; co-operate with the supplier in all matters relating to the services; etc.

In addition to the general obligations imposed on the client, basic “no poaching” provisions have also been included pursuant to which the client agrees not to poach the supplier’s staff and, if it does, to pay the supplier a fixed fee. This can be amended as appropriate.

Specific limitations shall apply to the supplier’s liability in connection with the performance of the services. These limitations are clearly set out in the agreement and are customisable.

The supplier’s fees, charges and rates are set out in Schedule 2 of the terms and conditions of supply. However, the supplier reserves the right to increase these fees from time to time provided that such fees cannot be increased more than once in a specified period.

The customer may suspend the performance of the services in certain circumstances.

Either party shall be entitled to terminate the agreement upon the giving of notice to the other or if the other party is in material breach of their obligations under the agreement and that breach is not remedied following a written request to do so. Upon termination the customer shall be obliged to pay all outstanding invoices and will be obliged to discharge any invoices raised for services already provided which have not been invoiced at the date of termination.

The terms and conditions of supply (pro-supplier) also include standard boiler plate clauses such as in relation to confidentiality, force majeure, notice requirements, governing laws, etc.

Clauses Included in these Terms and Conditions of Supply (Pro-Supplier):

• Introduction Clause
• The Supplier’s Obligations Clause
• The Customer’s Obligations Clause
• The Provision of Additional Services Clause
• The Supplier’s Liability Clause
• Remuneration, Fees and Charges Clause
• Suspension and Termination Clause
• Consequences of Termination Clause
• Force Majeure Clause
• Intellectual Property Rights Clause
• Data Protection Clause
• Assignment and Sub-Contracting Clause
• Notices Clause
• Confidentiality Clause
• Waiver Clause
• Severability Clause
• Governing Law and Jurisdiction Clause
• Schedule 1 – Services
• Schedule 2 – Pricing

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