Sourceful Ltd Terms and Conditions of Purchase

These terms and conditions apply to the purchase of Products and Services by Sourceful Ltd (company number 11260656), whose registered office is at Colony, 5 Piccadilly Place, Manchester, England, M1 3BR (Sourceful).  

Sourceful only purchases Products and Services on these Conditions. Acceptance of a Purchase Order from Sourceful by a supplier (Supplier) signifies the Supplier's its acceptance of and agreement to adhere to these Conditions, to the exclusion of any other terms and conditions. Should the Supplier take any action that constitutes acceptance of a Purchase Order, such action will be deemed as a binding acceptance of these Conditions, regardless of any inconsistency with the Supplier’s own terms and conditions.

1. INTERPRETATION

1.1 Definitions:

1. Background IP means, in respect of a party, any Intellectual Property Rights owned by, licensed to or otherwise controlled by a party prior to the Commencement Date or created or acquired after the Commencement Date independently of a Purchase Order.  

2. Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. ‍

3. Business Hours means the period from 9.00 am to 5.00 pm on any Business Day.

4. Charges means all sums due from Sourceful to the Supplier, as stated in the relevant Purchase Order which shall be issued by Sourceful in accordance with a Quotation or, where relevant, a Pricing Agreement.

5. Commencement Date has the meaning given in clause 2.1.

6. Conditions means these terms and conditions as amended from time to time in accordance with clause 17.9.

7. Confidential Information means all confidential information relating to this Contract which a party directly or indirectly discloses (whether orally, electronically or in writing), or makes available, to the other party, before, on or after the Commencement Date including: the existence and terms of this Contract, the Pricing Agreement and related negotiation; all confidential or proprietary information relating to each party and its business, intentions, market opportunities, operations, processes, product information, designs, know-how, trade secrets, data (including technical or engineering data), materials, documentation, samples, specifications, manuals, drawings, technology, computer programs, software, marketing plans, business plans, financial information, customer information, third party supplier information and other information disclosed or submitted; any data or analysis derived from the Confidential Information; any  information that is clearly marked as being confidential; and any other information that should reasonably have been understood to be confidential or proprietary.

8. Contract means the contract between Sourceful and the Supplier for the supply of Products and/or Services in accordance with a Purchase Order.

9. Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

10. Sourceful Materials means all materials, equipment and tools, drawings, specifications and data supplied by Sourceful to the Supplier.

11. Defects means a material defect in the Product, or where there is a Quality Specification, as identified and described in the corresponding Quality Specification for any Products.  

12. Deliverables has the meaning set out in clause 8.3.

13. Delivery means the point at which the Products are unloaded at the Delivery Location.

14. Delivery Date means the date the Products are expected to be delivered to Sourceful, as set out in the applicable Purchase Order.  

15. Delivery Location means the address for Delivery of Products as set out in the Purchase Order.

16. Products means the products (or any part of them) set out in a Purchase Order (if applicable).

17. Product Specification means any specification for a Product, including any related plans and drawings, that is set out in a corresponding Quality Specification, or as otherwise agreed between the parties.

18. Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

19. Mandatory Policies means Sourceful's company policies listed in Schedule 1, as made available to the Supplier and as may be amended by notification to the Supplier from time to time.

20. Purchase Order means Sourceful's order for the supply of Products and/or Services, as set out in Sourceful's purchase order form.  

21. Pricing Agreement means the pricing agreement executed by Sourceful and the Supplier (as may be amended in accordance with its terms from time to time) which sets out the pricing terms under which the parties have agreed the Supplier will provide the Products and Services to Sourceful.

22. Quality Specification means the document provided with each Purchase Order, detailing the specification of the Products and definition of what constitutes a Defect in relation to the Products.  

23. Quotation has the meaning given in clause 2.2.2.

24. Services means the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Quality Specification (if applicable).

25. Supplier means the supplier which Sourceful is purchasing Products from, as identified in the Purchase Order.  

26. Third Party means any company or person who is not the Supplier or Sourceful. For the avoidance of doubt, subsidiary and associated companies of the Supplier or Sourceful (as defined by s. 1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

(b) Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted.  

A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

A reference to writing or written includes email, supplier enquiry forms or any other form of written enquiry.

2. BASIS OF CONTRACT

2.1 From time to time, Sourceful may request the Supplier to provide Products and related Services, subject to these Conditions.  

2.2 Sourceful shall either:

2.2.1 where Sourceful and the Supplier have entered into a Pricing Agreement, issue  a Purchase Order to the Supplier, which shall include details of the relevant Products and Services required by Sourceful and shall detail the pricing for such Products and Services in accordance with the provisions of the Pricing Agreement; or

2.2.2 in all other cases request that the Supplier provide a quotation for the provision of Products and/or Services ("Quotation"). In response to the Supplier's Quotation, Sourceful may issue a Purchase Order to the Supplier.  

2.3 The Purchase Order constitutes Sourceful's offer to purchase Products and/or Services from the Supplier in accordance with these Conditions. A Purchase Order shall be deemed to be accepted by the Supplier where the Purchase Order is submitted  by Sourceful in accordance with clause 2.2.1, or where the Purchase Order submitted by Sourceful reflect the relevant Quotation, In all other cases, a Purchase Order shall be deemed accepted on the earlier of:

2.3.1 the Supplier issuing written acceptance of the Purchase Order; or

2.3.2 by any act by the Supplier consistent with fulfilling the Purchase Order, at which point and on which date, the Contract shall come into existence (Commencement Date).  

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, unless the Supplier has obtained Sourceful's express written agreement to such other terms, signed by a senior officer of Sourceful and referring expressly to those terms.  

2.5 If any terms of the Contract conflict with or contradict each other, those following order of priority shall apply: (1) any express written agreement from Sourceful; (2) the Purchase  Order; (3) the Pricing Agreement/ Quotation; and (4) these Conditions.

3. SUPPLY AND DELIVERY OF PRODUCTS

3.1 The Supplier shall ensure that the Products shall:

3.1.1 correspond with the relevant Product Specification;

3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Sourceful, expressly or by implication, and in this respect Sourceful relies on the Supplier's skill and judgement;

3.1.3 be free from Defects in design, materials and workmanship; and

3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Products.

3.3 Sourceful may inspect and test the Products within thirty (30) Business Days after Delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

3.4 If following such inspection or testing Sourceful considers that the Products do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Sourceful shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 Sourceful may conduct further inspections and tests after the Supplier has carried out its remedial actions.

3.6 The right of Sourceful to reject any of the Products supplied shall extend to a right to reject an entire consignment of Products if some or all of the consigned Products are defective or are not in compliance with the Contract, without prejudice to any further remedies by way of damages or otherwise which Sourceful may have against the Supplier.

3.7 For Delivery, the Supplier shall ensure that:

3.7.1 the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;

3.7.2 each Delivery of the Products is accompanied by a delivery note which sets out the details of the Purchase Order, including the date the Purchase Order was accepted, the Purchase Order number (if any), the type and quantity of the Products, special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and

3.7.3 if the Supplier requires Sourceful to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

3.8 The Supplier shall deliver the Products on the Delivery Date at the Delivery Location, during Business Hours or as instructed by Sourceful.

3.9 If the Supplier:

3.9.1 delivers less than 90% of the quantity of Products ordered, Sourceful may reject the Products, or require a full refund or credit for any sums paid in advance for any Products not delivered within 15 working days of the Delivery Date; or

3.9.2 delivers more than 110% of the quantity of Products ordered, Sourceful may at its sole discretion reject the Products or the excess Products,

and any rejected Products shall be returnable at the Supplier's risk and expense. If the Supplier delivers less than the quantity of Products ordered, and Sourceful accepts the Delivery, the Supplier shall make a pro rata adjustment to the invoice for the Products.

3.10 The Supplier shall not deliver the Products in instalments without Sourceful's prior written consent. Where it is agreed that the Products are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any Defect in an instalment shall entitle Sourceful to the remedies set out in clause 5.1.

3.11 Title and risk in the Products shall pass to Sourceful on completion of Delivery.

4. SUPPLY OF SERVICES

4.1 The Supplier shall from the date and for the duration set out in the Purchase Order supply the Services to Sourceful in accordance with the terms of the Contract.

4.2 The Supplier shall meet any performance dates for the Services specified as set out in the Purchase Order.

4.3 In providing the Services, the Supplier shall:

4.3.1 co-operate with Sourceful in all matters relating to the Services, and comply with all reasonable instructions of Sourceful;

4.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

4.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;

4.3.4 ensure that the Services and any Deliverables will conform with all descriptions, standards and specifications set out in the Purchase Order;

4.3.5 unless otherwise agreed, provide all equipment, tools and vehicles and such other items as are required to provide the Services;

4.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Services, and all goods and materials supplied and used in the Services or transferred to Sourceful, will be free from defects in workmanship, installation and design;

4.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

4.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of Sourceful's premises;

4.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by Sourceful to the Supplier and maintain them in good condition until returned to Sourceful, unless otherwise agreed between the parties; and

4.3.10 comply with any additional obligations as set out in the Purchase Order.

5. SOURCEFUL REMEDIES

5.1 If the Supplier fails to deliver the Products in accordance with clause 3 or to perform the Services in accordance with clause 4, Sourceful shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

5.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

5.1.2 to return Products and ask for a replacement to be produced and delivered to Sourceful within 15 working days;

5.1.3 to refuse to accept any subsequent performance of the Services or Delivery of the Products which the Supplier attempts to make;

5.1.4 to recover from the Supplier any costs incurred by Sourceful in obtaining substitute Products and/or Services from a Third Party;

5.1.5 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Products that it has not delivered; and

5.1.6 to claim damages for any additional costs, loss or expenses incurred by Sourceful which are in any way attributable to the Supplier's failure to meet such dates.

5.2 Subject to clause 16, in the event that the Supplier fails to deliver the Products and/or Services in accordance with clauses 3 and 4, Sourceful shall have the right to a 3% discount applied to the delayed Products and/or Services per each week of delay. One (1) week is defined as five (5) working days.  

5.3 These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.

5.4 Sourceful's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

6. SOURCEFUL'S OBLIGATIONS

6.1 Sourceful shall:

6.1.1 provide the Supplier with reasonable access at reasonable times to Sourceful's premises for the purpose of providing the Services; and

6.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.

7. CHARGES AND PAYMENT

7.1 The Charges  as detailed in the Purchase Order shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services and/or supply of Products. The Charges shall be inclusive of the costs of packaging, insurance and carriage of the Products and shall be in accordance with the Quotation or Pricing Agreement (as applicable). No extra charges shall be effective unless agreed in writing and signed by Sourceful.

7.2 In respect of the Products, the Supplier shall invoice Sourceful on or at any time after completion of Delivery. In respect of Services, the Supplier shall invoice Sourceful on completion of the Services. Each invoice shall include the following supporting information required by Sourceful to verify the accuracy of the invoice:

7.2.1 Quotation number (where relevant);

7.2.2 Purchase Order number;

7.2.3 Invoice date and number;

7.2.4 Supplier’s name and address;

7.2.5 Description of the Products and/or Services invoiced;

7.2.6 The Delivery Date and Delivery Location (if applicable);

7.2.7 The Charges for the Products and/or Services invoiced;

7.2.8 The delivery note or worksheet number, where applicable;

7.2.9 The VAT payable by Sourceful (where applicable to the transaction) stated separately from the price of the Products and/or Services; and  

7.2.10 The Supplier’s VAT number and any other particulars required by law or regulation from time to time.

7.3 In consideration of the supply of Products and/or Services by the Supplier, Sourceful shall pay the invoiced amounts within sixty (60) days of the end of the month of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

7.4 All amounts payable by Sourceful under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Sourceful, Sourceful shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or Services or both, as applicable, at the same time as payment is due for the supply of the Products and/or Services.

7.5 Sourceful may at any time, without notice to the Supplier, set off any liability of the Supplier to Sourceful against any liability of Sourceful to the Supplier.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 The Supplier acknowledges that all rights in Sourceful Materials (including without limitation all Intellectual Property Rights in such materials) are and shall remain the exclusive property of Sourceful.

8.2 Nothing in these Conditions shall operate to transfer any Background IP from either party to the other unless otherwise agreed in an applicable Purchase Order. Background IP must be clearly identified to the other party prior to being shared.

8.3 All Intellectual Property Rights in Products created for Sourceful under this Agreement by the Supplier or arising out of or in connection with the Services, whether pursuant to a request from Sourceful or offered to be created specifically for Sourceful by the Supplier, including all documents, products and materials provided by the Supplier to Sourceful (Deliverables) but not including the Supplier’s Background IP, shall vest in Sourceful.  

8.4 The Supplier will execute all documents and do all things required by Sourceful to give effect to the provisions of this clause 8.  

8.5 For the avoidance of doubt, any product designs provided by the Supplier without notification prior to being shared and without being requested shall not be considered Supplier’s Background IP.

8.6 The Supplier grants to Sourceful, or shall procure the direct grant to Sourceful of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Supplier’s Background IP to the extent required for the purpose of receiving, using, supplying and promoting the Products and/or Deliverables as anticipated by this Agreement.

8.7 Sourceful grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to use any of Sourceful’s Background IP and the Sourceful Materials provided by Sourceful to the Supplier for the duration of this Agreement for the purpose of providing the Products and Services to Sourceful.  

8.8 The Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

8.9 The Supplier warrants that the receipt, use and onward supply of the Services and the Deliverables (excluding Sourceful Materials) by Sourceful shall not infringe the rights, including any Intellectual Property Rights, of any third party.

9. INDEMNITY

9.1 The Supplier shall indemnify Sourceful up to a cap of £10,000,000, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Sourceful arising out of or in connection with:

9.1.1 any claim made against Sourceful for actual or alleged infringement of a Third Party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Products, or receipt, use or supply of the Services;

9.1.2 any claim made against Sourceful by a Third Party for death, personal injury or damage to property arising out of, or in connection with, Defects in the Products, as delivered, or the Services, to the extent that the Defects in the Products and/or Services are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

9.1.3 any claim made against Sourceful by a Third Party arising out of or in connection with the supply of the Products, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

9.2 This clause 9 shall survive termination of the Contract.

9.3 Nothing in these Conditions shall limit or exclude either party’s liability for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation or any other liability the exclusion of which is not permitted by English Law.

10. INSURANCE

During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to Sourceful on demand both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

11. TOOLING

11.1 The Supplier agrees that Sourceful shall own any tooling used in the production of any Product or Deliverable where Sourceful has paid the Supplier for such tooling.

11.2 The Supplier agrees to store Sourceful’s tooling for up to 12 months without use. Tooling that has not been used for a period of 12 months from last purchase date may be disposed of at the discretion of the Supplier, unless Sourceful has previously requested them. The Supplier must notify Sourceful prior to the disposal of any tooling.

11.3 The Supplier shall transfer any tooling owned by Sourceful in the Supplier's possession or control to Sourceful or any other entity, as Sourceful requests. For example, Sourceful may request that tooling be transferred to another manufacturer. The Supplier may make such transfer subject to Sourceful paying for or reimbursing the Supplier for associated costs of transfer, such as but not limited to shipping, handling and export fees.

12. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

12.1 In performing its obligations under the Contract, the Supplier shall:

12.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and

12.1.2 comply with the Mandatory Policies.

13. DATA PROTECTION

13.1 The following definitions apply in this clause 13:

13.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

13.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

13.1.3 Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

13.1.4 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

13.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

13.3 The parties acknowledge that for the purposes of the Data Protection Legislation, Sourceful is the Controller and the Supplier is the Processor. The provisions of Sourceful's  Data Protection Addendum found here shall apply to the parties’ handling of Personal Data in connection with this Contract. The Data Protection Addendum is in addition to, and does not relieve, remove or replace, each of the parties’ obligations or rights under the Data Protection Legislation.

13.4 Without prejudice to the generality of clause 13.2, Sourceful will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of Sourceful for the duration and purposes of the Contract.

13.5 The Supplier shall indemnify and hold harmless Sourceful from and against all losses, damages, liabilities and claims, arising from or in relation to any Third Party claims due to a breach of this clause ‎13 or that the Supplier’s use of any data provided by Sourceful in accordance with these Conditions infringes or misappropriates any Third Party rights or breaches Data Protection Legislation.

13.6 Either party may, at any time on not less than 30 days' notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

14. TERMINATION

14.1 Without affecting any other right or remedy available to it, Sourceful may terminate the Contract:

14.1.1 with immediate effect by giving written notice to the Supplier if there is a change of control of the Supplier; or the Supplier commits a breach of clause 12.1; or

14.1.2 for convenience by giving the Supplier six (6) months' written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.2.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of  fourteen (14) days after being notified in writing to do so; or

14.2.2 the other party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or is declared insolvent within the meaning of the Insolvency Act 1986.

14.3 On termination of the Contract, the Supplier shall promptly deliver to Sourceful all materials produced in relation to the Services, whether or not then complete, and return all Sourceful Materials and its Confidential Information. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

14.4 Termination of the Contract shall not affect the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

15. CONFIDENTIALITY

15.1 Each party undertakes that it shall not at any time during the Contract and for a period of three years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by clause 15.2.

15.2 Each party may disclose the other party's Confidential Information:

15.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers (Representatives) to whom it discloses the other party's Confidential Information comply with this clause 15 and shall be responsible for the acts and omissions of its Representatives as if they were the acts and omissions of the receiving party itself; and

15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority and upon such disclosure shall promptly notify the other party and shall, to the extent legally and practically possible, co-operate with the disclosing party regarding the manner of such disclosure.

15.3 Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15.4 Except as expressly stated in these Conditions, Sourceful makes no express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.

15.5 Sourceful reserves all rights in its Confidential Information. The disclosure of Confidential Information by Sourceful to the Supplier does not give the Supplier or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this clause 15.

16. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six (6) weeks, the party not affected may terminate the Contract by giving five (5) days' written notice to the affected party.

17. GENERAL

17.1 Assignment and other dealings.

17.1.1 Sourceful may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.

17.1.2 The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Sourceful.

17.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Sourceful. If Sourceful consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

17.3 Notices.

17.3.1 Any notice required or permitted to be given by either party to the other under this Contract will be in writing addressed to the other party at its principal place of business, other address as may at the relevant time, or email address as notified to the party giving the notice.  

17.3.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

17.3.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract, or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17.7 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.9 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

17.10 Governing law and jurisdiction. The Contract shall be governed by and construed in accordance with the laws of England and the parties agree that the English courts shall have exclusive jurisdiction.

SCHEDULE 1 – MANDATORY POLICIES

The Mandatory Policies are:

Anti-Slavery and Human Trafficking Policy

Anti-Bribery and Anti-Corruption Policy

Sourceful Supplier Code of Conduct