Supplier Terms & Conditions

STANDARD TERMS FOR ALL SUPPLIERS CONTRACTED BY CSM SPORT AND ENTERTAINMENT LLP, TRADING AS CSM LIVE AND ITS GROUP COMPANIES

The supply of all goods and/or services (which shall include all materials and deliverables) to CSM Sport and Entertainment LLP (“CSM”) by the Supplier on a non-exclusive basis is subject to these Standard Terms. 

CSM operates as a group of individual businesses transacting separate lines of business. The particular group business through which CSM acts as a party to the agreement is identified as CSM Live. The rights and obligations of CSM as a party to the agreement, and its liability to the Supplier do not extend beyond CSM Live, except to the extent any other group business is explicitly and separately identified in the agreement as having rights and obligations in relation to the Supplier.

The provision of services by the Supplier is subject to CSM Standard Terms and Conditions of Business which shall include all schedules and appendices hereto (“Standard Terms”). No amendments to these Standard Terms may be agreed other than in writing by an executive Director or other duly authorised representative of CSM.

All orders for and/or services will only be authorised if they are made in writing either:

a)     on the official CSM Booking Form which contains an authorised order number; or

b)    in a Letter of Engagement (“LOE”) which contains an authorised contract number.

Both the Supplier and CSM will be required to sign the CSM Booking Form or the LOE as applicable and in so doing, the Supplier automatically accepts these Standard Terms (the “Supplier Agreement”).

  1. 1. Interpretation
     

In these Standard Terms unless otherwise specified or the context otherwise requires:

  1. 1.1. words importing the singular only shall include the plural and vice versa;
  2. 1.2. words importing the whole shall be treated as including a reference to any part;
  3. 1.3. reference to the Standard Terms is a reference to these Standard Terms as modified, amended, varied, supplemented, assigned, novated or replaced from time to time as permitted by the provisions of these Standard Terms;
  4. 1.4. reference to any legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most closely approximates in that jurisdiction to the English legal term;
  5. 1.5. any phrase in the Standard Terms introduced by the term “include”, “including”, “in particular” or similar expression will be construed as illustrative and will not limit the sense of the words preceding that term
  6. 1.6. headings used in the Standard Terms are for reference only and shall not affect their construction or interpretation;
  7. 1.7. person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established); and
  8. 1.8. “written” or “in writing” includes faxes and any non-transitory form of visible reproduction of words and email but not text messaging via mobile phone.

 

  1. 2. Definitions

In these Standard Terms the following terms have the following meanings:

  1. 2.1. “Agreement” means the letter of appointment between the Supplier and CSM and these Standard Terms including all schedules, appendices and recitals;
  2. 2.2. “Applicable Law” means:

(a)    any laws, statutes, regulations, orders, statutory instruments, by-laws, or EU Regulations or Directives, including in relation to the environment, equal opportunity, road traffic control, and long distance carriage of goods;

(b)    all directions and requirements of any Governmental Entity or any court of competent jurisdiction.

  1. 2.3. “Business Day” means a day, other than a Saturday or a Sunday, on which banks are open for business in London;
  2. 2.4. “Charges” means the agreed charges of the Supplier for the Services set out in the letter of appointment;
  3. 2.5. “Confidential Information” means all information disclosed by or on behalf of a Party (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of the Agreement) including all business, financial, commercial, technical, operational, organisational, legal, management and marketing information;
  4. 2.6. “Design and Artwork Data” means all non-physical design and artwork workflows and materials produced by the Supplier as part of the Services;
  5. 2.7. “Design and Artwork System” means the IT System which is used by the Supplier for the production of the Design and Artwork Data;
  6. 2.8. “Force Majeure” means any event beyond the reasonable control of a Party which does not relate to that Party’s fault or negligence, including: flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, war, military operations, riot, crowd disorder, terrorist action, civil commotion or any legislation, day or national mourning, regulation, ruling or omissions of any relevant Governmental Entity or event of national significance.  Force Majeure does not include: failure or shortage of power supplies, inability or delay in obtaining any supplies, strikes (with the exception of nationwide or industry specific strikes or disputes affecting the Agreement), lock-outs, boycotts or other industrial action of the affected Party or their sub-contractors, or any failure by a sub-contractor of the Supplier to comply with its obligations (unless the sub-contractor itself is subject to an event of Force Majeure);
  7. 2.9. “Governmental Entity” means any supra-national, national, state, municipal or local government body (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
  8. 2.10. “Intellectual Property” means all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world;
  9. 2.11. “IT Systems” means the communications and information technology systems and interfaces that are licensed to, or owned by, the Supplier and which are used in the provision of the Services, including the Design and Artwork System;
  10. 2.12. “Losses” means any liabilities, losses, damages, payments, costs, charges and expenses;
  11. 2.13. “Parties” means the Supplier and CSM collectively, and “Party” means either of them and their permitted assignees;
  12. 2.14. “Personal Data” has the meaning given to it in the UK Data Protection Act 1998 and, where used in this Agreement, relates to data transferred to the Supplier by CSM or collected or generated by the Supplier on behalf of CSM and which is processed by the Supplier during or as a result of the Supplier performing the Services;
  13. 2.15. “Project Produced Materials” means any and all goods, equipment, materials or consumables sourced, produced or otherwise provided by the Supplier to CSM as part of the Services;
  14. 2.16. “Replacement Supplier” means a third party appointed by CSM to provide services the same or similar to the Services following termination of this Agreement;
  15. 2.17. “Services” means the services to be provided by the Supplier set out in the letter of appointment or set out in an official authorised CSM Purchase Order; and
  16. 2.18. “Term” has the meaning given to it in the Agreement.
  17.  
  18. 3. Financial
  19. 3.1. CSM operates a Purchase Order system for the procurement of goods and services. CSM shall not be liable to make any payment to the Supplier without an authorised Purchase Order having been issued.
  20. 3.2. Under no circumstances whatsoever shall the Supplier act upon an unauthorised Purchase Order. Until it is officially authorised the Purchase Order will be clearly marked UNAUTHORISED. CSM will not be liable to make any payment against any unauthorised Purchase Order even if the goods detailed therein are delivered.
  21. 3.3. Clause 3.2 may only be overridden by an authorised signatory of CSM in writing.
  22. 3.4. The monetary amount specified in the Purchase Order represents all charges required for completion of the work specified therein including all delivery costs, packing, and other related costs.
  23. 3.5. No additional monetary amount for any reason nor any claim for costs arising from overtime working as a result of any unforeseen circumstances will be paid unless agreed in writing by CSM and contained within a Purchase Order.
  24. 3.6. The Supplier is responsible for ensuring the work carried out under a Purchase Order is of the appropriate standard. If the work is not of the appropriate standard the Supplier will be required to correct the work at its own expense. In any case CSM will not be liable to make any payment whatsoever for services, or Product Produced Materials that do not meet the appropriate standard.
  25. 3.7. The Supplier is responsible for the correct tax treatment of all payments made to it by CSM.
  26. 3.8. The Supplier will allow CSM the full benefit of any agreed cash volume or similar discount.
  27. 3.9. Subject always to the receipt of the Supplier’s valid VAT invoice quoting the relevant authorised Purchase Order Number, payment of invoices relating to the Charges shall be made the later of 60 days after receipt of the Supplier’s valid VAT invoice or after receipt of goods.
  28. 3.10. All Charges and any other sums due under this Agreement are exclusive of UK value added tax but inclusive of all other sales withholding and/or similar taxes of any kind.  No additional tax amounts will be payable by CSM.
  29. 3.11. Unless agreed otherwise, all payments shall be made by CSM in sterling or another currency at CSM’s discretion by transfer to such bank account as the Supplier may from time to time notify in writing to CSM.

 

  1. 4. Provision of the Services
  2. 4.1. The Supplier will provide the Services:
    1. 4.1.1. with reasonable care and skill and in a professional and workmanlike manner; and
    2. 4.1.2. in accordance with the timescales as agreed; and
    3. 4.1.3. in accordance with all Applicable Law; and
    4. 4.1.4. using appropriately skilled and competent personnel (including sub-contractors if permitted) for whom it will be responsible at all times; and
    5. 4.1.5. at its own risk; and
    6. 4.1.6. in accordance with all relevant health and safety regulations.
  3. 4.2. The Supplier agrees to undertake any tasks whether expressly set out in this Agreement or otherwise reasonably requested of it by CSM.
  4. 4.3. The Supplier shall not do or omit to do anything which would directly or indirectly cause CSM to breach its agreement with its Client.

 

  1. 5. Project Produced Materials
  2. 5.1. Title to the Project Produced Materials shall pass to CSM upon the earlier of delivery or the first payment by CSM in respect of the Project Produced Materials and the Supplier shall take all reasonable steps to pass title in such Project Produced Materials including, where necessary, completing a vesting certificate.
  3. 5.2. The Supplier shall not, by virtue of the Agreement, obtain or be able to create or exercise a lien, pledge, charge, mortgage or other security interest or encumbrance or any similar right or interest over or in relation to any Project Produced Materials.
  4. 5.3. The risk of loss of or damage to any Project Produced Materials shall remain with the Supplier until the Project Produced Materials are delivered as set out below.
  5. 5.4. Delivery shall mean delivery at the location confirmed in writing by CSM to the Supplier with respect to the relevant Project Produced Materials and as confirmed by the Supplier’s normal “proof of delivery” as notified to and approved by CSM.

 

  1. 6. Insurance
  2. 6.1. The Supplier shall take out and maintain throughout the Term insurance with insurers to be approved by CSM for the benefit of the Supplier and CSM in respect of the performance by the Supplier of its obligations under the Agreement, to the value specified by CSM, not to be less than two million pounds. Without limitation, such insurance shall include the following policies, each of which shall provide for a payment of a sum in the amounts required by CSM for any claim or series of claims arising out of a single event (each an “Insurance Policy” and together the “Insurance Policies”):
    1. 6.1.1. employer’s liability insurance covering all employees engaged in performing the Services;
    2. 6.1.2. public liability insurance for death and personal injury and damage to tangible and real property;
    3. 6.1.3. property damage on an all risks basis for those assets for which the Supplier assumes responsibility under the Agreement;
    4. 6.1.4. errors and omissions insurance; and
    5. 6.1.5. professional indemnity insurance.
  3. 6.2 The Supplier shall:
    1. 6.2.1. provide (on reasonable written request) evidence reasonably satisfactory to CSM that each of the Insurance Policies is in full force and effect (including, where permitted, a copy of all policy documentation) and that all relevant premiums have been paid;
    2. 6.2.2. comply with all terms and conditions of the Insurance Policies at all times and not do anything which would or might invalidate or prejudice any of the Insurance Policies or any part thereof or any claim arising under the Insurance Policies; and
    3. 6.2.3. provide CSM with thirty (30) days’ notice (or as soon as practicable in the event of insurer cancellation) prior to cancellation of any of the Insurance Policies.
  4. 6.3. If, at any time, the Supplier fails to maintain any of the insurance policies required by this Schedule, the Supplier acknowledges that CSM may obtain and maintain such insurance policies (on such terms they deem appropriate) and pay such premiums as may be necessary for that purpose. If this happens, CSM may deduct the amount of any such premiums paid by it from any sums which may be due or may become due to the Supplier under the Agreement or may, at its option, recover the same as a debt due to CSM from the Supplier.

 

  1. 7. Confidentiality
  2. 7.1. Each of CSM and the Supplier shall use the Confidential Information (and in particular the financial terms of the Agreement) of the other Party disclosed to it (by whoever disclosed) only for the proper performance of its duties under the Agreement and shall not without the disclosing Party’s written consent disclose or permit the disclosure of the Confidential Information except in confidence for the proper performance of its duties under the Agreement to those of its employees, officers and professional advisers who need to have access to.
  3. 7.2. Each Party shall take all reasonable precautions (and at least as great as those it takes to safeguard its own confidential information) to safeguard every part of the Confidential Information.
  4. 7.3. The provisions of clause 7.1 shall not apply to Confidential Information that:
    1. 7.3.1. the receiving Party can prove, using written records, 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;
    2. 7.3.2. 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 7.3.2 shall only apply from the date that the relevant Confidential Information enters the public domain;
    3. 7.3.3. 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; or
    4. 7.3.4. 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, to the extent of the required disclosure.
  5. 7.4. Within three (3) days of receipt of a request to do so made at any time and in any event if the Agreement is terminated, the receiving Party shall promptly return or destroy (at the option of the disclosing Party) all Confidential Information of the disclosing Party.

 

  1. 8. Intellectual Property
  2. 8.1. All Intellectual Property created in the course of the Services which subsists now or at any time in the future shall without limitation vest in and be the absolute property of CSM.  To the extent that any Intellectual Property created in the course of the Services vests in the Supplier by operation of law or otherwise, the Supplier hereby assigns on creation (by way of assignment of present and future rights) without payment all such Intellectual Property to CSM with full title guarantee.  If a further assignment is required or if the Supplier is unable to assign such Intellectual Property as there are differences between the laws of England and Wales and the applicable law, the Supplier shall forthwith execute all documents that may be necessary to effect the transaction that most closely resembles the commercial intent of an assignment and is permitted in the relevant territory.  Pending the above assignments and remaining formalities relating to such assignments, the Supplier shall hold all such Intellectual Property on trust for CSM.
  3. 8.2. The Supplier shall at all times during and after the Term indemnify and keep indemnified on demand CSM against any Losses incurred or suffered by CSM as a result of or in connection with any dispute or contractual, tortious or other claims or proceedings brought by a third party in relation to an infringement or alleged infringement of that third party’s Intellectual Property as a result of or in relation to the supply or use of the Services or the Project Produced Materials under and in accordance with this Agreement.

 

  1. 9. Data Protection

 

  1. 9.1. Each Party warrants that it has made all relevant notifications in accordance with its obligations under the UK Data Protection Act 1998 to the extent required for the processing of personal data (as defined under that Act) in the performance of its obligations and exercise of its rights under the Agreement.
  2. 9.2. The Supplier shall:
    1. 9.2.1. at all times comply with the Data Protection Legislation in the performance of its obligations under the Agreement;
    2. 9.2.2. ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to such Personal Data, taking into account the nature of the Personal Data;
    3. 9.2.3. from time to time comply with any reasonable request by CSM to ensure compliance with the measures mentioned in clause 9.2.2;
    4. 9.2.4. put in place and maintain a level of security programmes and procedures to ensure that such Personal Data at all times remains secure and taking account of:
      1. the level of damage which may be suffered by a data subject to whom the Personal Data relates; and
      2. the nature of the Personal Data to be protected.
    5. 9.2.5. promptly notify CSM if it becomes aware of any material breaches of such security programmes and procedures as and when they occur;
    6. 9.2.6. in relation to its processing of Personal Data, act only as instructed by CSM or as needed to perform its obligations under the Agreement (subject to this clause  9);
    7. 9.2.7. promptly notify CSM on receipt of any subject access request requiring the release of Personal Data held pursuant to the terms of this Agreement and co-operate with CSM promptly in responding to any such subject access request within such reasonable timescales as may be specified by CSM; and
    8. 9.2.8. where it causes any Personal Data to be transferred outside the European Economic Area, ensure that it first enters into a data export contract on terms substantially similar to those approved by the European Commission.  Any Personal Data transferred outside the European Economic Area in accordance with this clause 9 shall be treated in accordance with the foregoing provisions of this clause 9 to the extent that such provisions do not contravene the laws of the jurisdiction to which the Personal Data is transferred.

 

  1. 10. Compliance with Regulatory Requirements
  2. 10.1. The Supplier shall comply, and shall procure that its associates comply with:
    1. 10.1.1. the UK Bribery Act 2010 and all other applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption;
    2. 10.1.2. any trade, export controls, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the Security Council of the United Nations; the European Union; the United Kingdom (including the Department for Business, Innovation and Skills and Her Majesty's Treasury) and/or by the authorities of the state(s) in which the party is registered, established or in which it otherwise conducts activities; and
    3. 10.1.3. the UK Modern Slavery Act 2015 and all other applicable laws, regulations, codes and sanctions relating to anti-slavery and human trafficking,
    4. (the “Relevant Requirements”).
  3. 10.2. The Supplier shall have in place shall have in place adequate procedures designed to prevent its associates from engaging in any activity, practice or conduct which would infringe any of the Relevant Requirements. The Supplier shall provide such supporting evidence of such procedures as CSM may reasonably request.
  4. 10.3. The Supplier shall indemnify CSM against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, CSM as a result of any breach of this clause 10 by the Supplier or any breach of provisions equivalent to this clause in any subcontract by any subcontractor of the Supplier.
  5. 10.4. For the purposes of this clause 10, a person associated with a party includes any directors, employees, agents, representatives, contractors or permitted subcontractor of that party.
  6. 10.5. CSM may terminate this Agreement by written notice with immediate effect in the event that the Supplier breaches, or is investigated for a breach of, any of the provisions of this clause 10.

 

  1. 11. Supplier Warranties
  2. 11.1. The Supplier warrants that:
    1. 11.1.1. in carrying on its business, it abides by all relevant and applicable laws and regulations, including but not limited to the Relevant Requirements, and neither the Supplier, nor any controlled or controlling person nor official of the Supplier, is subject to any such sanctions, or will receive any significant benefit in money or otherwise from the work being done for CSM;
    2. 11.1.2. it is not nor any beneficial owners, director or any other person who has powers of representation, decision or control over the Supplier is not identified on any restricted party list issued by a national government or international organisation as subject to any sanction or embargo, including without limitation, any such list maintained by the Security Counsel of the United Nations, the European Union, the United Kingdom and/or by the authorities of the state(s) in which the Supplier is registered, established or in which it otherwise conducts activities;
    3. 11.1.3. it has disclosed to CSM any recent judgments and pending claims of a material nature, or which are likely to adversely affect its or CSM’s good name, reputation, or public image; and
    4. 11.1.4. it has in place systems for preventing, auditing and investigating fraudulent, corrupt or illegal activities, security breaches or similar situations and is not aware of any such situation currently existing.

 

  1. 12. Liabilities and Indemnities
  2. 12.1. Nothing in these Standard Terms or the Agreement shall limit the liability of either Party for death or personal injury resulting from its negligence or for fraudulent misrepresentation or for any liability which cannot be excluded by law.
  3. 12.2. Subject to clause 12.3, the following provisions set out the limitations on the liability of CSM (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Supplier with respect to:
    1. any breach of its contractual obligations arising under the Agreement; and
    2. 12.3. any representation, statement, act or omission given, made or carried out under or in connection with the Agreement (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
  4. Except as expressly set forth in the Agreement, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to CSM are excluded to the fullest extent permitted by law and in no event shall CSM be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not CSM is advised of the possibility of loss, liability, damage or expense):
    1. 12.3.1. loss of revenue;
    2. 12.3.2. loss of actual or anticipated profits (including for loss of profits on contracts);
    3. 12.3.3. loss of the use of money;
    4. 12.3.4. loss of anticipated savings;
    5. 12.3.5. loss of business;
    6. 12.3.6. loss of operating time or loss of use;
    7. 12.3.7. loss of opportunity;
    8. 12.3.8. loss of goodwill;
    9. 12.3.9. loss of reputation;
    10. 12.3.10. loss of, damage to or corruption of data; or
    11. 12.3.11. any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 12.3.1 – 12.3.10).
  5. 12.4. Except as stated in clause 12.1, the aggregate liability of CSM to the Supplier (including liability for recovery of sums paid by the Supplier and for all damages, costs and expenses) with respect to all claims arising from or in connection with the Agreement shall be limited to an amount not exceeding the total Charges payable by CSM under the Agreement.
  6. 12.5. The Supplier acknowledges and agrees that if CSM suffers any Losses arising from claims brought by any third party against the Supplier as a result of a breach by, or a negligent act or omission of, the Supplier, its employees, officers, agents or sub-contractors (“Third Party Losses”), CSM’s right to claim such Third Party Losses from the Supplier shall not be excluded or limited by the Standard Terms or the Agreement due to the fact that they were brought initially by the third party.  For the avoidance of doubt, the Supplier’s right to claim Third Party Losses shall in all other respects be subject to the exclusions and limitations set out in the Standard Terms and the Agreement.
  7. 12.6. A Party giving an indemnity under the Agreement shall be liable to make payment under the indemnity on demand from the time when the liability being indemnified is incurred by the other Party, whether or not the other Party has satisfied or discharged the liability.

 

  1. 13. Termination and Consequences of Termination
  2. 13.1. Either party may terminate the Agreement upon giving 10 Business Days written notice if the other party is in material breach of any term or condition of the Agreement and has failed (in the case of a breach capable of being remedied) to remedy the breach within 10 Business Days of a written request to do so.
  3. 13.2. In addition to any other rights or remedies, either party may terminate the Agreement on written notice if the other party:
    1. 13.2.1. being a body corporate, (i) is unable to pay its debts as they fall due; (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect; (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets; (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction; or
    2. 13.2.2. being an individual, (i) is subject to a bankruptcy petition or order made against him, or enters into any composition or arrangement with or for the benefit of his creditors, or (ii) if a receiver (including fixed charge or court appointed), manager, insolvency practitioner or similar offence shall be appointed over the whole or a substantial part of the undertaking, property or assets of that other party.
  4. 13.3. For the purposes of clause 13.1 a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence.
  5. 13.4. The termination of the Agreement for any reason shall not affect those provisions having effect after termination.
  6. 13.5. The rights to terminate the Agreement given by this clause shall be without prejudice to any other right or remedy of any party in respect of the breach concerned (if any) or any other breach.
  7. 13.6. Termination or expiry of the Agreement for any reason shall be without prejudice to the accrued rights and liabilities of the Parties on the date of such termination or expiry.
  8. 13.7. If in CSM’s reasonable opinion, the Supplier, or any controlled or controlling person of the Supplier, acts or omits to act in a way which does or may bring CSM into disrepute or would have a materially adverse impact on CSM’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, CSM shall have the right to terminate this Agreement.

 

  1. 14. Sub-contracting and Assignment
  2. 14.1. The Supplier shall not appoint a sub-contractor to provide the Services or to perform any of its other obligations under this Agreement without the prior written approval of CSM.
  3. 14.2. If the Supplier is authorised to appoint a sub-contractor in accordance with clause 14.1 it shall:
    1. 14.2.1. provide CSM with all details reasonably requested in writing in respect of such sub-contractor;
    2. 14.2.2 enter into a contract (the “Contract”) with such sub-contractor which shall incorporate the Standard Terms and includes a provision prohibiting the sub-contractor from further subcontracting its obligations.
  4. 14.3. The Supplier shall be responsible at all times for the observance and performance by any authorised sub-contractor of the Contract and shall be directly liable to CSM for any breach by such sub-contractor of the Contract.
  5. 14.4. The Supplier shall not assign, transfer (in whole or in part) or charge or deal in any manner with the Agreement or the benefit of or the rights under the Agreement.

 

  1. 15. Force Majeure
  2. 15.1. Neither Party shall be liable to the other Party for any delay or non-performance of its obligations under this Agreement to the extent that its performance is interrupted or prevented by Force Majeure.
  3. 15.2. Such delay or failure shall not constitute a breach of the Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for 10 Business Days or more and affects the ability of the Supplier to provide the Services, CSM may at its option and if in its opinion it is reasonable for it to do so, terminate the Agreement with immediate effect by giving written notice of such termination to the Supplier.

 

  1. 16. Amendments
  2. No amendment to the Agreement, or any provision thereof, is permitted without the prior written approval of CSM.
  3.  
  4. 17. Waivers and Remedies
  5. 17.1. Except as otherwise stated in the Agreement, the rights and remedies of each Party under the Agreement are in addition to and not exclusive of any other rights or remedies under the Agreement or the general law and may be waived only in writing and specifically.
  6. 17.2. Delay in exercising or non-exercise of any right under the Agreement is not a waiver of that or any other right.
  7. 17.3. Partial exercise of any right under the Agreement shall not preclude any further or other exercise of that right or any other right under the Agreement.
  8. 17.4. Waiver of a breach of any term of the Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

 

  1. 18. Severance
  2. 18.1. If any provision of the Standard Terms or the Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
    1. 18.1.1. the legality, validity or enforceability in that jurisdiction of any other provision of the Standard Terms or the Agreement; or
    2. 18.2.2. the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.
  3. 18.2. Whilst the Parties consider the provisions contained in the Standard Terms 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).

 

  1. 19. Entire Agreement
    1. 19.1. These Standard Terms including all Schedules and Appendices and the letter of appointment will, when signed by both Parties:
      1. 19.1.1. constitute the Agreement between the Parties for the Services; and
      2. 19.1.2 supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to the Services.
    2. 19.2. Each Party acknowledges to the other that it has not been induced to enter into the Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of the other Party or any other person save for those contained in the Agreement.  Accordingly, each of the Parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of the Agreement shall be for breach of contract under the terms of the Agreement and it shall have no right of action against any other Party in respect of any such representation, promise, assurance, warranty or undertaking.
    3. 19.3. This clause shall not exclude any liability which either Party would otherwise have to the other or any right which either of them may have to rescind the Agreement in respect of any statements made fraudulently by the other prior to the execution of the Agreement or any rights which either of them may have in respect of fraudulent concealment by the other.
    4.  
  2. 20. Survival Of Obligations
  3. All clauses which expressly or impliedly survive expiry or termination of the Agreement for any reason whatsoever shall continue in full force and effect after expiry or termination.
  4.  
  5. 21. No Partnership/Agency/employee relationship
  6. 21.1. Nothing in these Standard Terms or the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties, or to authorise either Party 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).
  7. 21.2. Nothing in these Standard Terms or the Agreement is intended to create an employment arrangement between the Supplier and CSM. CSM will not be subject to the various conditions imposed by employment law and neither will the Supplier be entitled to any benefits offered to employees of CSM such as holiday pay, sick pay or entry into life assurance, pension and share schemes.

 

  1. 22. Notices
  2. 22.1. All notices between the Parties with respect to the Agreement shall be in writing and signed by or on behalf of the Party giving it.  In the case of any notice served by email, the notice shall state that it is served as a notice under the Agreement and an email so marked shall be deemed to be signed for the purposes of this clause.
  3. 22.2. Any notice referred in clause 22.1 may be served by delivering it by hand or by first class pre-paid post or recorded delivery or by email, provided that a copy is also sent by post in accordance with this sub-clause or by email, provided that a copy is also sent by post as provided in this sub-clause, EXCEPT THAT email may not be used to serve notices under clause 12, to the address of the addressee given in the Agreement or such other address as the addressee may from time to time have notified for the purpose of this clause.
  4. 22.3. Notices shall be deemed to have been received:
    1. 22.3.1. if delivered by hand, on the day of delivery;
    2. 22.3.2. if sent by first class pre-paid post or recorded delivery, two Business Days after posting, exclusive of the day of posting;
    3. 22.3.3. if sent by email, at the time of transmission unless sent after 17.00 in the place of receipt in which case it shall be deemed to have been received on the next Business Day in the place of receipt (provided that a copy has also been sent by post as set out in clause 22.2).
  5. 22.4. Any notice or communication given under the Agreement shall not be validly served if sent by text messaging via mobile phone.

 

  1. 23. Dispute Resolution
  2. 23.1. The parties shall attempt to resolve any question, dispute or difference as to any matter or thing of whatever nature arising under or in connection with the Supplier Agreement (a “Dispute”) through negotiations between senior executives of the parties who shall have authority to settle the same. If the Dispute is not resolved by negotiation within thirty (30) days of receipt of a written ‘request to negotiate’, the Dispute shall be finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”) and such rules are deemed to be incorporated by reference into this clause. It is agreed that:
    1. 23.1.1. The tribunal shall consist of one arbitrator.
    2. 23.1.2. In default of the parties’ agreement as to the arbitrator, the appointing authority shall be the LCIA.
    3. 23.1.3. The seat of the arbitration shall be in London.
    4. 23.1.4. The language of the arbitration shall be English.
    5. 23.1.5. The law of the arbitration and this arbitration agreement shall be the laws of England and Wales.

 

  1. 24. Governing Law
  2. The Standard Terms and the Agreement and any dispute or claim arising out of or in connection with them (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales.

 

  1. 25. Good Faith
  2. Neither party will do or omit to do anything which would bring or might be expected to bring the other party into disrepute.

 

  1. 26. Costs
  2. Each party shall bear its own costs in connection with the negotiation and completion of the Agreement.