Suppliers terms and conditions
1.1 All agreements for the provision of services by the Supplier as set out in the Letter of Engagement (“LoE”) shall be deemed to be made upon and subject to these Vitality Terms of Business (“ToB”), which together will constitute the whole of the agreement between the parties (the “Agreement”).
1.2 The Agreement shall come into effect upon the earlier of receipt of a signed Agreement by VCSL and the Supplier or commencement of the work.
2.1 The Supplier agrees that the Fees stated in the LoE will be fixed and not subject to adjustment unless otherwise stated in the LoE.
2.2 The Supplier will have full responsibility for the payment of any applicable national taxes and contributions in the United Kingdom which may arise during the course of providing the Services, including without limitation those assessed against the salaries and wages paid by the Supplier to its employees. VCSL will have full responsibility for the payment of any applicable national taxes and contributions in the United Kingdom that may arise through receipt of the Services.
2.3 The Supplier undertakes to indemnify and keep VCSL indemnified against any claim raised against VCSL arising as a result of the Supplier’s non-compliance with clause 2.2.
3.1 Performance of the Services will be (i) made at the location specified in the LoE or at any destination specified by VCSL, and (ii) made in accordance with the commencement and delivery dates specified in the LoE, unless agreed otherwise in writing by the parties.
3.2 Performance must be effected within the time specified at clause 4.1(ii) above, failing which VCSL may terminate the LoE, procure replacement services elsewhere and recover any loss incurred from the Supplier.
4.1 The Supplier warrants and it is a condition of this Agreement that:
a. it has all rights necessary to perform its obligations under this Agreement; and
b. the Services will be performed with reasonable skill, care and diligence in a good and workmanlike manner in line with best practice within the Supplier’s industry and all the Supplier’s employees, agents and sub-contractors will possess sufficient qualifications, professional competency and experience to carry out the Services;
5.1 The Supplier shall email a valid VAT invoice to firstname.lastname@example.org that shall contain a Purchase Order number and such supporting information required by VCSL to verify the accuracy of the invoice.
5.2 VCSL will pay the invoiced amounts within 30 days of receipt of the date of a valid and correct invoice to a bank account nominated in writing by the Supplier.
5.3 VCSL reserves the right to withhold payment for the Services where, in its reasonable opinion, there has been a breach of warranty set out in clause 5.
6. Indemnity and Liability
6.1 The Supplier will indemnify VCSL against:
a. any liability arising through claims made by employees, agents or subcontractors of the Supplier against VCSL or their respective employees, agents or subcontractors; and
b. all loss, costs, charges, damages and expenses incurred by VCSL which are directly or indirectly attributable to the provision of the Services, or a breach of the Agreement.
6.2 For the avoidance of doubt, the Supplier will indemnify and keep VCSL fully indemnified against all losses, liabilities, costs and expenses incurred by VCSL in respect of claims on the grounds that anything done or provided by the Supplier in the course of the provision of the Services infringes the intellectual property rights of any third party.
6.3 VCSL’s total liability to the Supplier, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement in respect of each claim shall be limited to the equivalent of the total Fees paid or payable by VCSL to the Supplier at the time of any claim in the term of this Agreement.
7.1 The Supplier will at all times until its obligations under this Agreement are performed maintain full and sufficient insurance cover with an insurance company of repute against all legal liability it may have to VCSL under or in connection with the Agreement.
7.2 Whenever required by VCSL, the Supplier will produce evidence that it has complied with this obligation to insure.
8. Intellectual property rights
8.1 The intellectual property rights in any materials and works of authorship created by the Supplier or its employees, agents or sub -contractors for VCSL in the course of the provision of the Services will be and will remain exclusive property of VCSL and will vest in VCSL from the time they are created.
8.2 The Supplier or, if applicable, any third party, will retain ownership of any pre-existing materials or works of authorship sourced or provided by the Supplier under this Agreement.
8.3 Notwithstanding clause 8.2, where elements of any such pre-existing materials or works of authorship have been incorporated into the Services (the “Retained Elements”), the Supplier hereby (i) grants to VCSL, or (ii) agrees to procure from a third party proprietor of the Retained Elements for the benefit of VCSL, a non-exclusive, worldwide, perpetual licence to use, copy and distribute the Retained Elements.
9. Data Protection & Confidentiality
9.1 Each Party undertakes and warrants to the other that it has made all appropriate registrations under and will comply in all material respects with the provisions of the Data Protection Act 2018 or any legislation amending or superseding the Act (“DP Laws”), to the extent that they relate to the provision of the goods and/or services.
9.2 In the event that the provision of the Services will require the Supplier to process Personal Data or Special Categories of Personal Data, as defined under the DP Laws, collected by VCSL (“VCSL Data”), VCSL shall be the Data Controller and the Supplier shall be the Data Processor.
9.3 When acting as a Data Processor, the Supplier shall:
a. not use the VCSL Data for any additional purposes other than those set out in writing in the LoE, not have any rights in the VCSL Data and not acquire any rights to the VCSL Data;
b. provide all such reasonable assistance as required by VCSL to enable VCSL to conduct any “privacy impact assessments” as defined under the DP Laws;
c. ensure that it has appropriate technical and organisational measures in place to protect VCSL Data from unlawful processing, accidental loss, or accidental damage;
d. ensure the reliability of any of its staff who will have access to VCSL Data and to regularly train them with respect to Data Protection requirements;
e. not transfer any VCSL Data outside of the European Economic Area unless it has first obtained the prior written consent of VCSL;
f. not appoint any further Data Processor (as defined under the DP Laws) unless VCSL has provided prior written approval of such appointment;
g. only retain the VCSL Data for as long as is necessary for the performance of the obligations under this Purchase Order or as imposed by the DP Laws; and
h. at VCSL’s option, delete or return all the VCSL Data to VCSL as soon as reasonably practicable following termination of this Purchase Order (except to the extent it is required to be retained under the DP Laws).
9.4 VCSL shall ensure that any VCSL Data provided to the Supplier can be lawfully processed by both Parties, in accordance with the LoE and the DP Laws.
9.5 The Supplier consents that VCSL outsources certain administration services, including but not limited to invoice processing, outside the European Economic Area, which may include processing of data collated for the purposes of fulfilling VCSL's obligations under the LoE.
9.6 The Supplier shall indemnify VSCL against all claims and proceedings and all liability, loss, costs and expenses incurred by VCSL or for which VCSL may become liable in connection therewith made or brought by any person in respect of any loss, damage or distress caused to that person as a result of the Supplier's breach of this Data Protection clause and/or the acts or omissions of the Supplier’s personnel or sub-contractors.
9.7 The Supplier warrants that it will notify VCSL within:
a. thirty six (36) hours after becoming aware of any breach of the DP Laws and/or its obligations under this Data Protection clause.
b. five (5) Business Days (any day which is not Saturday, Sunday, or a public holiday in England (“Business Day”)) in the event that the Supplier becomes the subject of an investigation of a breach of the DP Laws by the Information Commissioners Office or where it faces a legal claim for a breach of its data protection obligations under this Data Protection clause.
10.1 VCSL may terminate this Agreement at any time by giving one (1) months written notice to the Supplier.
10.2 VCSL may terminate the Agreement immediately on notice to the Supplier if:
a. the Supplier acts in continuing or material breach of the Agreement and fails to remedy such breach (if remediable) within fourteen (14) days of a request by VCSL to do so; or
b. the Supplier is unable to pay its debts or enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over all or any of its assets, or takes or suffers any similar action in consequence of a debt.
11. Force Majeure
11.1 Neither party will be liable for any delay in performing any of its obligations under the Agreement if such delay is caused by unforeseeable circumstances beyond the reasonable control of that party including, but not limited to any form of government intervention and lock-outs, (provided they do not result from an act or omission of Supplier) or similar events. That party will be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations. If any delay has not been resolved within reasonable time, the party not so delaying may terminate the Agreement immediately on written notice to the other.
12. Consequences of Termination
12.1 In the event of termination of the Agreement (howsoever effected):
a. VCSL will make payment to the Supplier of all undisputed charges due up to the date of such termination, and/or the Supplier will refund to VCSL that part of the Price paid in advance for the Services no longer to be provided as a result of such termination;
b. the Supplier will ensure that any Vitality data, equipment or any other form of asset in its possession is securely returned, deleted, or destroyed.
c. any accrued rights or liabilities of either party will not be affected; and
d. the coming into force or the continuance in force of any provision of the Agreement that is expressly or by implication intended to come into or continue in force on or after such termination will not be affected.
13. Rights of Third Parties
13.1 Nothing in this Agreement is intended to confer a benefit on any third party or any right to enforce a term contained in this Agreement.
14. General Provisions
14.1 Any waiver by either party of a breach of any provision of the Agreement will not be considered as a waiver of any subsequent breach of the same or any other provision of the Agreement.
14.2 Neither party will assign all or any part of the benefit of, or its rights or benefits under, this Agreement.
14.3 All notices required to be given under this Agreement will be in writing and will be sent to the addresses specified on the LoE, or any other address a party directs the other to use from time to time. Notices may be delivered personally, by first class pre -paid letter, or email transmission and will be deemed to have been served, if by hand, when delivered, if by first class post, forty -eight (48) hours after posting, and if by email transmission, when dispatched.
14.4 Any dispute arising in connection with this Agreement will be referred in the first instance to a member of VCSL’s senior management and a director of the Supplier for resolution.
14.5 No variation of the Agreement will be valid unless confirmed in writing by an authorised signatory of VCSL.
14.6 If any clause of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other clauses of this Agreement will not be affected and such clauses will continue to apply.
14.7 This Agreement is governed by English law and is subject to the non-exclusive jurisdiction of the English courts.