Terms and Conditions

Standard Client Terms of Business For Contracting CSM Sport and Entertainment, Trading as ICON

The supply of all Services (which shall include all materials and deliverables) by CSM Sport and Entertainment LLP trading as ICON and its group companies (“ICON”) is subject to these Standard Terms.

CSM Sport and Entertainment LLP operates as a group of individual businesses transacting separate lines of business.   The particular group business through which CSM Sport and Entertainment LLP acts as a party to this Agreement is identified as ICON Sport and Entertainment LLP trading as “ICON".   The rights and obligations of CSM Sport and Entertainment LLP as a party to this  Agreement, and its liability to the Client, do not extend beyond the business which it is identified as "trading as" or “ICON” except to the extent that any other group business is explicitly and separately identified in the Agreement as having rights and obligations in relation to the Client, and the rights and obligations in this Agreement shall not extend to any other business carried on by CSM Sport and Entertainment LLP, or by its subsidiaries, its holding company or any subsidiary of its holding company.

 

By accepting the services (including the signing of a letter of engagement, acceptance of delivery of goods or services, and/or payment or agreement to charges the Client accepts these Standard Terms.

1              INTELLECTUAL PROPERTY RIGHTS, TITLE AND RISK

1.1       Intellectual Property Rights means any and all rights in and to all inventions, patents, utility models, designs (both registered or unregistered), 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 and all future rights of such nature (“IPR”).

1.2       The IPR together with all image and moral rights in all materials and other similar deliverables as specified in the LOE, including but not limited to artwork, photography, footage (in all forms of media), copy and other work (“Materials”) produced as a result of the Agreement shall be the property of ICON.

1.3       The IPR together with all image and moral rights in all ideas, designs, proposals and other such concepts (“Concepts”) produced as a result of the Agreement shall be the property of ICON.

1.4          ICON will license the use of its IPR in the Materials and Concepts to the Client for the Term

1.5          On payment in full by the Client of all Charges due to ICON (defined in 2.1 below), any IPR lawfully assigned by subcontractors and their agents to ICON and ICON’s own IPR in the Materials and Concepts may be assigned to the Client subject to payment by the Client of any assignment costs.

1.6          ICON shall retain the IPR to any Concepts which have not been used by the Client by the end of the Term

1.7          All IPR which pre-date the Agreement shall be retained by ICON or the Client as appropriate.

1.8          Where physical goods are being supplied, risk shall pass to the Client on delivery to a venue or location agreed with the Client.

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2.1          All fees, costs and expenses (the “Charges”) will be set out in the LOE and are subject to the addition of Value Added Tax at the current rate.

2.2          All invoices issued by ICON are payable within thirty (30) days of presentation.

2.3          The Charges are exclusive of all disbursements and other incidental expenses incurred by ICON on behalf of the Client.  Examples of these disbursements and incidental expenses are in relation to: advertising artwork and mechanical items (i.e. block typesetting), design printing, media monitoring including press cuttings, courier services, prizes and promotional gifts, postage, cost of photocopying and stationery, photography and prints, press material distribution, subsistence, telephone, e-mail charges, travel and accommodation, hospitality and any copyright assignment fees.  Such disbursements and incidental expenses shall be stated on the invoice issued by ICON and shall be payable by the Client in accordance with clause 2.2 above.

2.4          ICON reserves the right to add a handling charge of fifteen percent (15%) + VAT of the amount of disbursements invoiced with the prior written agreement of the Client.

2.5          ICON reserves the right to negotiate a revised fee and expense structure in the event that the requirements of the Client change and such changes are accepted by ICON.

2.6          No payments will be made to third parties on behalf of the Client without receipt by ICON in cleared funds of the required amount fourteen (14) days in advance of the date payment is due to the third party. ICON shall be entitled to charge the Client all costs relating to any arrangement which is entered into by ICON on behalf of a client.

2.7          ICON acts as the Client’s agent when incurring expenditure in relation to the provision of Services and the Client is responsible for the correct tax treatment of all such disbursements and incidental expenses.

2.8          ICON reserves the right to charge interest at a daily rate of three percent (3%) above the base rate for each day that any invoice remains unpaid twenty eight (28) days after payment has fallen due, but no interest will be charged without prior written notice being given to the Client.

2.9          In the case of default on payment of any Charges due to ICON, ICON reserves the right to withdraw the Services it is contracted to provide.

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3.1          ICON will take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to cancel any work in the process of preparation insofar as this is possible within the scope of ICON’s contractual obligations to its suppliers.

3.2          Any amendment or cancellation will be implemented by ICON only on the understanding that the Client will be responsible for any Charges incurred as a result of the cancellation or amendment and which cannot be recovered by ICON (including but not limited to Charges arising in relation to third party commitments which have been entered into in connection with the Services), but the Client will have no such responsibility where the request for change arises out of ICON’s default.

3.3          Any amendment to the Agreement may be made only with the mutual consent of the parties as set out in writing, signed by a director.

3.4          In the event of any changes in legislation, ICON retains the right to amend these Standard Terms and will keep the Client informed in writing of any and all such amendments.

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4.1          On termination of ICON’s appointment otherwise than by reason of ICON’s default in relation to the Services, ICON will be entitled to be paid in respect of all Services rendered and Charges incurred up to the effective date of termination.

4.2          Either party may terminate the Agreement upon giving thirty (30) 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 fourteen (14) business days of a written request to do so. Non-payment of the Charges shall be considered a material breach.

4.3          In addition to any other rights or remedies, either party may terminate the Agreement on written notice if the other party:

4.3.1             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;

4.3.2             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 officer shall be appointed over the whole or a substantial part of the undertaking, property or assets of that other party; or

4.3.3             breaches clause 8.

4.4          For the purposes of clause 4.2 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).

4.5          The termination of the Services for any reason shall not affect those provisions having effect after termination.

4.6          If in ICON’s reasonable opinion, the Client, or any controlled or controlling person of the Client, acts or omits to act in a way which does or may bring ICON into disrepute or would have a materially adverse impact on ICON’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, ICON shall have the right to terminate this Agreement.

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5.1          The Client will indemnify ICON and its officers and employees against any loss, damage or other liability suffered as a result of any claim or proceedings arising in connection with information, representation, reports, data or material supplied prepared or approved by the Client such material to include press releases, articles, copy, scripts, artwork and detailed plans or programmes unless arising as a result of any fault, negligence or unauthorised act on the part of ICON, its employees or agents.

5.2          The Client will indemnify and keep indemnified ICON and its officers and employees against any loss, damage or other liability in respect of any employee at any time of the Client whether such loss, damage or liability arises before, on or after the date on which the Services commence, save as where such loss, damage or liability arises as a direct result of the negligence of ICON.

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6.1          Nothing in this 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.

6.2          Subject to clause 6.1, the following provisions set out the limitations on the liability of ICON to the Client with respect to:

6.2.1             any breach of its contractual obligations arising under the Agreement;

6.2.2             any representation, statement, act or omission given, made or carried out or in connection with the Agreement (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).

6.3          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 the Services are excluded to the fullest extent permitted by law and in no event shall ICON 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 ICON is advised of the possibility of loss, liability, damage or expense):

6.3.1             loss of revenue;

6.3.2             loss of actual or anticipated profits (including for loss of profits on contracts);

6.3.3             loss of the use of money;

6.3.4             loss of anticipated savings;

6.3.5             loss of business;

6.3.6             loss of operating time or loss of use;

6.3.7             loss of opportunity;

6.3.8             loss of goodwill;

6.3.9             loss of reputation;

6.3.10          loss of, damage to or corruption of data; or

6.3.11          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 6.3.1 - 6.3.10). 

6.3.12          direct financial and other loss not excluded by this clause is accepted by ICON to the limits set out in clause 6.4.

6.4          Except as stated in clause 6.1, the aggregate liability of ICON to the Client with respect to all claims under or in connection with the Agreement shall be limited to damages not exceeding the total Charges payable to ICON under the Agreement in the twelve (12) months immediately prior to the date of any claim or series of connected claims.

6.5          The Client acknowledges that it is responsible for any guests of the Client (“Guests”) and ICON shall not assume any liability for any loss, injury (including death) or damage (i) caused by the Guests or (ii) to the  Guests or their property unless the same arises as a result of ICON’s negligence.

6.6          No claim may be brought against ICON’s employees personally.

  1. INSURANCE

7.1       ICON will take out and maintain insurance to cover its legal liabilities under the Agreement to a level appropriate to the Services it is providing. The Client shall be entitled to request a copy of the insurance certificates.

7.2       ICON shall not be required to name the client as additional insured’s under the policy nor to waive any rights of subrogation in the client’s favour.

7.3       ICON shall be added by the client as an additional insured party to any cancellation insurance policies procured by the client.

7.4       ICON may, in its absolute discretion, refuse to enter into any agreement with a third party supplier, in the performance of its services, where ICON is unable to (i) limit its liability to amounts which do not exceed the available amount of its insurance cover and (ii) exclude its liability for indirect or consequential losses, despite ICON using reasonable endeavours to negotiate the same. If there are not alternative suppliers, the client shall either (i) indemnify ICON for all liabilities which arise above and beyond ICON’s available level of insurance or (ii) enter into the agreement with the third party supplier directly.

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8.1          Each party shall comply, and shall procure that its associates comply with:

8.1.1             the UK Bribery 2010 and all other applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption;

8.1.2             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;

8.1.3             the Modern Slavery Act 2015 and all other applicable laws, regulations, codes and sanctions relating to anti-slavery and human trafficking,

(“Relevant Requirements”).

8.2          Each party 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. Each party shall provide such supporting evidence of such procedures as the other party may reasonably request.

8.3          Each party (the “Indemnifying Party”) shall indemnify the other party (the “Indemnified Party”) against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, the Indemnified Party as a result of any breach of this clause 8 by the Indemnifying Party or any breach of provisions equivalent to this clause in any subcontract by any subcontractor.

8.4          For the purposes of this clause 8, a person associated with a party includes any directors, employees, agents, representatives, contractors or permitted subcontractor of that party.

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9.1          ICON will use information provided by the Client for the provision of the Services specified in the LOE.

9.2          ICON is also entitled to use information about the Client for administration and for marketing including advising about ICON’s Services. 

9.3          Information provided by the Client may be shown to such agents and contractors on a need-to-know basis for the purpose of providing the Services and this may involve sending it outside the European Economic Area. 

9.4          The Client has a right to ask for a copy of the information (which it has provided) held by ICON at any time and to have that information corrected if it is inaccurate.

9.5          ICON is entitled to make a search of the Client with a credit reference agency and may keep a record of that search and share that information with other businesses.  In addition this information will be used in assessing credit limits.  ICON may also make enquiries about Client company directors with a credit reference agency.

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10.1        ICON will ensure an adequate level of staffing to provide the Services.

10.2        ICON representatives will make themselves available to the Client from time to time at mutually acceptable times and locations to keep the Client fully informed of the progress of the services being provided.

10.3        If the Client’s project requires staff to be DBS checked or equivalent, the Client will be responsible for the additional cost of DBS checks (or such checks as are considered appropriate by ICON) for any staff member (whether from ICON or the Client) who does not already hold a valid, updated DBS certificate or equivalent.

10.4        The Client shall not employ any of ICON’s staff during provision of the Services or for a period of one year after the end of the Agreement, without the written consent of ICON.

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These terms and conditions set out the rights and obligations as agreed between ICON and the Client only. All work done and advice provided is for the Client’s use and benefit only and ICON’s duty of care is to the Client and not to any third parties. Nothing in the Agreement will confer on any third party any benefit or right to enforce any of these Standard Terms or to rely on any work done or advice provided by ICON.

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12.1        ICON and the Client shall treat all recommendations and reports submitted by ICON to the Client and paid for by the Client as confidential, unless otherwise agreed.  ICON shall treat all information provided to it by the Client as confidential unless otherwise agreed, or unless it is already in the public domain.

12.2        ICON and the Client agree to keep the terms of the Agreement confidential, in particular its financial terms, unless disclosure of the same is required by applicable law.

12.3        The Client acknowledges that ICON may produce one or more case studies summarizing the way in which the Services provided by ICON have been implemented, for internal use and in presentations to other clients or potential clients.   Where any such case studies (a) include information beyond what is available in the public domain, or (b) will be used by ICON for promotional and publicity purposes, the content of the case study will be subject to the Client’s review and approval.

13           CLIENT WARRANTIES

13.1        The Client warrants that:

13.1.1          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 Client, nor any controlled or controlling person nor official of the Client, is subject to any such sanctions, or will receive any significant benefit in money or otherwise from the work being done by ICON;

13.1.2          it is not nor any beneficial owners, director or any other person who has powers of representation, decision or control over the Client 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, the United States of America  and/or by the authorities of the state(s) in which the Client is registered, established or in which it otherwise conducts activities

13.1.3          it has disclosed to ICON any recent judgments and pending claims of a material nature, or which are likely to adversely affect its or ICON’s good name, reputation, or public image; and

13.1.4          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.

13.2        Breach of any of the warranties in this clause shall entitle ICON to terminate the Agreement by written notice with immediate effect.

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

14.2        Assignment and Subcontracting.  The Client shall not without the prior written consent of ICON (such consent not to be unreasonably withheld or delayed) assign, transfer (in whole or in part), sub-licence or charge or deal in any manner with the Agreement or the benefit or burden of or the rights thereunder. ICON may sub-contract to another person the performance of any of the Services.

14.3        Independence.  Nothing in the Agreement shall create, or be deemed to create a partnership or the relationship of employer and employee between the parties and neither party shall have authority to bind the other in any way, except as set out in these Standard Terms.

14.4        Severance.  If any provision of these Standard Terms is held by any court or other competent authority to be void or unenforceable in whole or in part, it shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

14.5        Freedom of Information Requests.  Where the Client is subject to the Freedom of Information Act (“FOIA”), and receives a request pursuant to the FOIA to disclose information relating to or received from ICON (including the terms of the Agreement), the Client will consult with ICON, and will use reasonable endeavours to identify and redact all commercially sensitive and other material exempt from disclosure, before releasing any such information.

14.6        Notices.  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.  Any notice shall be duly served (i) on delivery if delivered by hand, (ii) forty eight (48) hours after sending if sent by first class post or recorded delivery or (iii) on sending if sent by email (provided that a copy is also sent by post in accordance with (ii) above), provided that in each case the notice is sent to the address of the addressee in the Agreement or such other address as the addressee may from time to time have notified for the purpose of this clause.

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

14.8        No Reliance.  Neither party shall rely on, any representation, warranty, promise, assurance, undertaking or other provision (whether in writing or not) except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 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 its terms. Nothing in the Agreement shall exclude liability for fraud or fraudulent misrepresentation.

14.9        Force Majeure

14.9.1          If either party is prevented or delayed by Force Majeure from the performance of any of its obligations under this Agreement (the “Defaulting Party”), then the Defaulting Party shall not be liable to the other party for delay or non-performance of its obligations under the Agreement so affected and such delay or non-performance shall not constitute a breach of the Agreement. “Force Majeure” shall be any act, event, omission, cause or circumstance not within the reasonable control of the party in question, including any strike, lockout or other industrial action, any civil commotion or disorder, riot, invasion, war or terrorist activity or threat of war or terrorist activity, any action taken by a governmental or public authority of any kind (including not granting a consent, exemption, approval or clearance), an event of national significance (including any day of national mourning), any fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster.

14.9.2          In the event the Client is prevented from performing its obligations for reasons of Force Majeure, ICON shall have the right to receive ten percent (10%) of the remaining Charges by way of compensation in addition to all Charges for work completed to date and all costs for all work that has been completed, committed or cannot be cancelled.

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

14.11.1        Save that nothing in this clause shall prevent a party from seeking relief pursuant to section 44 of the Arbitration Act 1996, 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 these Standard Terms or the Agreement (a “Dispute”) through negotiations between senior executives of the parties who shall have authority to settle the same. Either party shall commence the negotiations by serving the other Party with a written ‘request to negotiate’. In conducting the negotiations, the parties shall meet at least once and shall use their bona fide reasonable efforts to resolve the Dispute.

14.11.2        In calculating the limitation period for any claim that is ultimately pursued through arbitration, the period between the date of service of the ‘request to negotiate’ and the date on which the parties are free to resort to arbitration shall be excluded.

14.11.3        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:

(a)           The tribunal shall consist of one arbitrator.

(b)           In default of the parties’ agreement as to the arbitrator, the appointing authority shall be the LCIA.

(c)           The seat of the arbitration shall be in London.

(d)           The language of the arbitration shall be English.

(e)           The law of the arbitration and this arbitration agreement shall be the laws of England and Wales.

Standard Terms For All Suppliers Contracted By CSM Sport and Entertainment LLP 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 ICON.   The rights and obligations of CSM as a party to the agreement, and its liability to the Supplier do not extend beyond ICON, 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 ICON’s 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 ICON.

1.    Interpretation

 

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

 

1.1    words importing the singular only shall include the plural and vice versa;


1.2    words importing the whole shall be treated as including a reference to any part;


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;


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;


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;


1.6    headings used in the Standard Terms are for reference only and shall not affect their construction or interpretation;


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


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.


2.    Definitions

 

In these Standard Terms “the Agreement” means the letter of appointment between the Supplier and ICON and these Standard Terms including all schedules, appendices and recitals;
 

“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.
 

“Business Day” means a day, other than a Saturday or a Sunday, on which banks are open for business in London;
 

“Charges” means the agreed charges of the Supplier for the Services set out in the letter of appointment;
 

“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;
 

“Design and Artwork Data” means all non-physical design and artwork workflows and materials produced by the Supplier as part of the Services;
 

“Design and Artwork System” means the IT System which is used by the Supplier for the production of the Design and Artwork Data;
 

“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);
 

“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;
 

“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;
 

“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;
 

“Losses” means any liabilities, losses, damages, payments, costs, charges and expenses of
 

“Parties” means the Supplier and ICON collectively, and “Party” means either of them and their permitted assignees;
 

“Personal Data” has the meaning given to it in the Data Protection Act 1998 and, where used in this Agreement, relates to data transferred to the Supplier by ICON or collected or generated by the Supplier on behalf of ICON and which is processed by the Supplier during or as a result of the Supplier performing the Services;
 

“Project Produced Materials” means any and all goods, equipment, materials or consumables sourced, produced or otherwise provided by the Supplier to ICON as part of the Services;
 

“Replacement Supplier” means a third party appointed by ICON to provide services the same or similar to the Services following termination of this Agreement;
 

“Services” means the services to be provided by the Supplier set out in the letter of appointment or set out in an official authorised ICON Purchase Order;
 

“Term” has the meaning given to it in the Agreement;


3    Financial

 

3.1    ICON operates a Purchase Order system for the procurement of goods and services. ICON shall not be liable to make any payment to the Supplier without an authorised Purchase Order having been issued.

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. ICON will not be liable to make any payment against any unauthorised Purchase Order even if the goods detailed therein are delivered.

3.3    Clause 3.2 may only be overridden by an executive Director of ICON in writing.

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.

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 ICON and contained within a Purchase Order.

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 ICON will not be liable to make any payment whatsoever for services, or Product Produced Materials that do not meet the appropriate standard.

3.7    The Supplier is responsible for the correct tax treatment of all payments made to it by ICON.

3.8    The Supplier will allow ICON the full benefit of any agreed cash volume or similar discount.

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.

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 ICON.

3.11    Unless agreed otherwise, all payments shall be made by ICON in sterling or another currency at ICON’s discretion by transfer to such bank account as the Supplier may from time to time notify in writing to ICON.

4    Provision of the Services

4.1    The Supplier will provide the Services:

4.1.1    with reasonable care and skill and in a professional and workmanlike manner; and

4.1.2    in accordance with the timescales as agreed; and

4.1.3    in accordance with all Applicable Law; and

4.1.4    using appropriately skilled and competent personnel (including sub-contractors if permitted) for whom it will be responsible at all times; and

4.1.5    at its own risk; and

4.1.6    in accordance with all relevant health and safety regulations.

4.2    The Supplier agrees to undertake any tasks whether expressly set out in this Agreement or otherwise reasonably requested of it by ICON.  

 

4.3   The Supplier shall not do or omit to do anything which would directly or indirectly cause ICON to breach its agreement with its Client.

5    Project Produced Materials

5.1    Title to the Project Produced Materials shall pass to ICON upon the earlier of delivery or the first payment by ICON 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.

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.

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.  

5.4    Delivery shall mean delivery at the location confirmed in writing by ICON 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 ICON.

6    Insurance

6.1    The Supplier shall take out and maintain throughout the Term insurance with insurers to be approved by ICON for the benefit of the Supplier and ICON in respect of the performance by the Supplier of its obligations under the Agreement, to the value specified by ICON, 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 ICON for any claim or series of claims arising out of a single event (each an “Insurance Policy” and together the “Insurance Policies”):  


6.1.1    employer’s liability insurance covering all employees engaged in performing the Services;


6.1.2    public liability insurance for death and personal injury and damage to tangible and real property;


6.1.3    property damage on an all risks basis for those assets for which the Supplier assumes responsibility under the Agreement;


6.1.4    errors and omissions insurance;


6.1.5    professional indemnity insurance.


6.2    The Supplier shall:


6.2.1    provide (on reasonable written request) evidence reasonably satisfactory to ICON 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;


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


6.2.3    provide ICON 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.


6.3    If, at any time, the Supplier fails to maintain any of the insurance policies required by this Schedule, the Supplier acknowledges that ICON 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, ICON 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 ICON from the Supplier.


7    Confidentiality

7.1    Each of ICON 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 it.

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.

7.3    The provisions of clause 7.1 shall not apply to Confidential Information that:

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;


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;


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


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.

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.

8    Intellectual Property

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 ICON.  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 ICON 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 ICON.

8.2    The Supplier shall at all times during and after the Term indemnify and keep indemnified on demand ICON against any Losses incurred or suffered by ICON 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.

9    Data Protection

9.1    Each Party warrants that it has made all relevant notifications in accordance with its obligations under the 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.

9.2    The Supplier shall:

9.2.1    at all times comply with the Data Protection Legislation in the performance of its obligations under the Agreement;

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;

9.2.3     from time to time comply with any reasonable request by ICON to ensure compliance with the measures mentioned in clause 9.2.2;

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:

(a)    the level of damage which may be suffered by a data subject to whom the Personal Data relates; and

(b)    the nature of the Personal Data to be protected;

9.2.5    promptly notify ICON if it becomes aware of any material breaches of such security programmes and procedures as and when they occur;

9.2.6    in relation to its processing of Personal Data, act only as instructed by ICON or as needed to perform its obligations under the Agreement (subject to this clause  9);

9.2.7    promptly notify ICON 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 ICON promptly in responding to any such subject access request within such reasonable timescales as may be specified by ICON; and

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.

 

10COMPLIANCE WITH REGULATORY REQUIREMENTS

10.1The Supplier shall comply, and shall procure that its associates comply with:

10.1.1the UK Bribery Act 2010 and all other applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption;

10.1.2any 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

10.1.3the Modern Slavery Act 2015 and all other applicable laws, regulations, codes and sanctions relating to anti-slavery and human trafficking,

(the “Relevant Requirements”).

10.2The 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.

10.3The 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.

10.4For 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.

10.5CSM 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.

11Supplier warranties

11.1The Supplier warrants that:

11.1.1in 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;

11.1.2it 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;

11.1.3it 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

11.1.4it 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.

12Liabilities and Indemnities

12.1Nothing 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.

12.2Subject to clause 12.3, the following provisions set out the limitations on the liability of ICON (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Supplier with respect to:

12.2.1 any breach of its contractual obligations arising under the Agreement; and

12.2.2any 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).

12.3 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 ICON are excluded to the fullest extent permitted by law and in no event shall ICON 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 ICON is advised of the possibility of loss, liability, damage or expense):

12.3.1  loss of revenue;

12.3.2  loss of actual or anticipated profits (including for loss of profits on contracts);

12.3.3  loss of the use of money;

12.3.4  loss of anticipated savings;

12.3.5  loss of business;

12.3.6  loss of operating time or loss of use;

12.3.7  loss of opportunity;

12.3.8  loss of goodwill

12.3.9  loss of reputation

12.3.10  loss of, damage to or corruption of data; or

12.3.11any 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).

12.4Except as stated in clause 12.1, the aggregate liability of ICON 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 ICON under the Agreement.

12.5The Supplier acknowledges and agrees that if ICON 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”), ICON’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.

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.  

13Termination and Consequences of Termination

13.1Either 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.

13.2In addition to any other rights or remedies, either party may terminate the Agreement on written notice if the other party:

13.2.1being 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

13.2.2being 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.

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.

13.4The termination of the Agreement for any reason shall not affect those provisions having effect after termination.

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.

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.

13.7 If in ICON’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 ICON into disrepute or would have a materially adverse impact on ICON’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, ICON shall have the right to terminate this Agreement.

14Sub-contracting and Assignment

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 ICON.

14.2 If the Supplier is authorised to appoint a sub-contractor in accordance with clause 14.1 it shall:

14.2.1provide ICON with all details reasonably requested in writing in respect of such sub-contractor;

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.

14.3The 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 ICON for any breach by such sub-contractor of the Contract.

14.4The 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.  

15Force Majeure

15.1Neither 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.

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, ICON 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.
 

16  Amendments

No amendment to the Agreement, or any provision thereof, is permitted without the prior written approval of ICON.

17 Waivers and Remedies

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.

17.2Delay in exercising or non-exercise of any right under the Agreement is not a waiver of that or any other right.

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.

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.

18Severance

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:

18.1.1the legality, validity or enforceability in that jurisdiction of any other provision of the Standard Terms or the Agreement; or

18.1.2the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

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).

19  Entire Agreement

19.1These Standard Terms including all Schedules and Appendices and the letter of appointment will, when signed by both Parties:

19.1.1    constitute the Agreement between the Parties for the Services; and
 

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.

19.2Each 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.

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.

20   Survival Of Obligations

20.1All 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.

21  No Partnership/Agency/employee relationship

21.1Nothing 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).

21.2    Nothing in these Standard Terms or the Agreement is intended to create an employment arrangement between the Supplier and ICON. ICON 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 ICON such as holiday pay, sick pay or entry into life assurance, pension and share schemes.

22Notices

22.1All 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.

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 fax, 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.

22.3 Notices shall be deemed to have been received:

22.4 if delivered by hand, on the day of delivery;

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

22.6 if sent by fax or 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).

22.7Any notice or communication given under the Agreement shall not be validly served if sent by text messaging via mobile phone.  

23   Dispute Resolution

23.1The 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:

23.1.1.1The tribunal shall consist of one arbitrator.

 

23.1.1.2In default of the parties’ agreement as to the arbitrator, the appointing authority shall be the LCIA.

 

23.1.1.3The seat of the arbitration shall be in London.

 

23.1.1.4The language of the arbitration shall be English.

 

23.1.1.5The law of the arbitration and this arbitration agreement shall be the laws of England and Wales.

 

 

24.    Governing Law

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.

25.    Good faith

Neither party will do or omit to do anything which would bring or might be expected to bring the other party into disrepute.

26.    Costs

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