McLaren Tractors: always upfront and honest with customers

General Terms & Conditions

MCLAREN TRACTORS LTD
SUMMARY OF GENERAL TERMS OF BUSINESS

General Terms and Conditions

This site is owned and operated by McLaren Tractors Ltd, Strathpeffer Road, Dingwall, Ross-shire IV15 9QF. Our company registration number is 257013 and our VAT registration number is 827 8544 91.

If you want to ask us anything about these terms and conditions, or have any complaints or comments about our website, order process, products or services please email sales@mclarentractors.co.uk or use the online contact form. Alternatively you can contact our office on 01349 867521.

We reserve the right to change these terms and conditions from time to time and you should look through them whenever you look at this website.

It is your responsibility to retain a copy of the terms and conditions applicable when the goods were acquired.

No warranty is offered on products subjected to abuse, negligence, improper use, acts of god, adaptations, or attachments to equipment other than our own.

  1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

  • Definitions:
  • Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Aberdeen are open for business.
  • Commencement Date: has the meaning given in clause 2.2.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
  • Contract: the contract between the Supplier and the Customer for the
    supply of Goods and/or Services in accordance with these Conditions.
  • Control: has the meaning given in section 1124 of the Corporation
    Tax Act 2010, and the expression change of control shall be construed
    accordingly.
  • Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
  • Data Protection Legislation: all legislation and regulatory
    requirements in force from time to time relating to the use of personal
    data and the privacy of electronic communications, including, without
    limitation (i) any data protection legislation from time to time in
    force in the UK including the Data Protection Act 2018 or any successor
    legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679)
    and any other directly applicable European Union regulation relating to
    data protection and privacy (for so long as and to the extent that the
    law of the European Union has legal effect in the UK).
  • Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
  • Delivery Location: has the meaning given in clause 4.2.
  • Force Majeure Event: has the meaning given to it in clause 16.
  • Goods: the goods (or any part of them) set out in the Order.
  • Goods Specification: any specification for the Goods, including any
    relevant plans or drawings, that is agreed in writing by the Customer
    and the Supplier.
  • Intellectual Property Rights: patents, utility models, 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
    or unfair competition, 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.
  • Order: the Customer’s order for the supply of Goods and/or Services,
    as set out in the Customer’s purchase order form, or the Customer’s
    written acceptance of the Supplier’s quotation, or overleaf, as the case
    may be.
  • PLM: precision land management.
  • Services: the services, including the Deliverables, supplied by the
    Supplier to the Customer as set out in the Service Specification.
  • Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
  • Supplier: McLaren Tractors Limited, registered in Scotland with company number SC257013.
  • Supplier Materials: has the meaning given in clause 8.1(h).
    • 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 personal representatives, successors and permitted assignees.
      • A reference to a statute or statutory provision is a reference to it
        as amended or re-enacted. A reference to a statute or statutory
        provision includes all subordinate legislation made under that statute
        or statutory provision.
      • Any words following the terms including, include, in particular, for example
        or any similar expression shall be construed as illustrative and shall
        not limit the sense of the words, description, definition, phrase or
        term preceding those terms.
      • A reference to writing or written includes fax but not email.
  1. Basis of contract
    • The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when the Supplier
      issues written acceptance of the Order at which point and on which date
      the Contract shall come into existence (Commencement Date).
    • Any samples, drawings, descriptive matter or advertising issued by
      the Supplier and any descriptions of the Goods or illustrations or
      descriptions of the Services contained in the Supplier’s catalogues or
      brochures are issued or published for the sole purpose of giving an
      approximate idea of the Services and/or Goods described in them. They
      shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other
      terms that the Customer seeks to impose or incorporate, or which are
      implied by trade, custom, practice or course of dealing.
    • Any quotation given by the Supplier shall not constitute an offer,
      and is only valid for a period of Business Days from its date of issue.
    • All of these Conditions shall apply to the supply of both Goods and
      Services except where application to one or the other is specified.
  2. Goods
    • The Goods are described in the Supplier’s catalogue as modified by any applicable Goods Specification OR the Goods Specification, as the case may be.
    • To the extent that the Goods are to be manufactured in accordance
      with a Goods Specification supplied by the Customer, the Customer shall
      indemnify the Supplier 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 reasonable
      professional costs and expenses) suffered or incurred by the Supplier
      arising out of or in connection with any claim made against the Supplier
      for actual or alleged infringement of a third party’s Intellectual
      Property Rights arising out of or in connection with the Supplier’s use
      of the Goods Specification. This clause 3.2 shall survive termination of
      the Contract.
    • The Supplier reserves the right to amend the Goods Specification if
      required by any applicable statutory or regulatory requirement, and the
      Supplier shall notify the Customer in any such event.
  3. Delivery of Goods
    • The Supplier shall, at its absolute discretion, be entitled to:
      • accompany each delivery of the Goods with a delivery note which
        shows the date of the Order, the contract number or all relevant
        Customer and Supplier reference numbers, the type and quantity of the
        Goods (including the code number of the Goods, where applicable),
        special storage instructions (if any) and, if the Order is being
        delivered by instalments, the outstanding balance of Goods remaining to
        be delivered; and
      • demand the return of any packaging material to the Supplier. The
        Supplier will ensure that any such demand is stated clearly on a
        delivery note provided with the relevant order. The Customer shall make
        any such packaging materials available for collection at such times as
        the Supplier shall reasonably request. Returns of packaging materials
        shall be at the Supplier’s expense.
    • The Supplier shall deliver the Goods to the location set out in the
      Order or such other location as the parties may agree (Delivery
      Location) at any time after the Supplier notifies the Customer that the
      Goods are ready. Fitment / removal of any PLM Goods shall be made at a
      time agreed by the Customer and the Supplier (any changes to this by
      either party must be notified to the other).
    • Delivery of the Goods shall be completed on the completion of collection of the Goods at the Delivery Location.
    • Any dates quoted for delivery of the Goods are approximate only, and
      the time of delivery is not of the essence. The Supplier shall not be
      liable for any delay in delivery of the Goods that is caused by a Force
      Majeure Event or the Customer’s failure to provide the Supplier with
      adequate delivery instructions or any other instructions that are
      relevant to the supply of the Goods or in the case of PLM Goods due to a
      delay in delivery of the Supplier’s supplier.
    • If the Supplier fails to deliver the Goods, its liability shall be
      limited to the costs and expenses incurred by the Customer in obtaining
      replacement goods of similar description and quality in the cheapest
      market available, less the price of the Goods. The Supplier shall have
      no liability for any failure to deliver the Goods to the extent that
      such failure is caused by a Force Majeure Event or the Customer’s
      failure to provide the Supplier with adequate delivery instructions for
      the Goods or any relevant instruction related to the supply of the
      Goods.
    • If the Customer fails to take delivery of the Goods within three
      Business Days of the Supplier notifying the Customer that the Goods are
      ready, then except where such failure or delay is caused by a Force
      Majeure Event or by the Supplier’s failure to comply with its
      obligations under the Contract in respect of the Goods:

      • delivery of the Goods shall be deemed to have been completed at
        9.00 am on the third Business Day following the day on which the
        Supplier notified the Customer that the Goods were ready; and
      • the Supplier shall store the Goods until delivery takes place, and
        charge the Customer for all related costs and expenses (including
        insurance).
    • If ten Business Days after the Supplier notified the Customer that
      the Goods were ready for delivery the Customer has not taken delivery of
      them, the Supplier may resell or otherwise dispose of part or all of
      the Goods and, after deducting reasonable storage and selling costs,
      account to the Customer for any excess over the price of the Goods or
      charge the Customer for any shortfall below the price of the Goods.
    • The Supplier may deliver the Goods by instalments, which shall be
      invoiced and paid for separately. Each instalment shall constitute a
      separate contract. Any delay in delivery or defect in an instalment
      shall not entitle the Customer to cancel any other instalment.
  4. Quality of Goods
    • The Supplier warrants that on delivery, the Goods shall:
      • conform in all material respects with their description and any applicable Goods Specification;
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
    • Subject to clause 5.3, the Supplier shall, at its option, repair or
      replace the defective Goods, or refund the price of the defective Goods
      in full if:

      • the Customer gives notice in writing during the period of seven
        days of receipt of the same that some or all of the Goods do not comply
        with the warranty set out in clause 5.1;
      • the Supplier examines such Goods within forty eight hours of receipt of the same; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
    • The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
      • the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
      • the defect arises because the Customer failed to follow the
        Supplier’s oral or written instructions as to the storage, installation,
        commissioning, use or maintenance of the Goods or (if there are none)
        good trade practice;
      • the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
      • the Customer alters or repairs such Goods without the written consent of the Supplier;
      • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      • the Goods differ from the Goods Specification as a result of changes
        made to ensure they comply with applicable statutory or regulatory
        standards.
    • Except as provided in this clause 5, the Supplier shall have no
      liability to the Customer in respect of the Goods’ failure to comply
      with the warranty set out in clause 5.1.
    • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
    • The Supplier’s Connect RTK correction signal provision is subject to
      an annual fee and failure by the Customer to pay this may result in
      cessation of this service.
    • SIM cards supplied are on a rental basis and remain the Supplier’s
      property. If a subscription is cancelled by either the Customer or the
      Supplier, SIM cards must be returned to the Supplier in good order or
      the Customer may be charged any ongoing rental fees.
    • Where a mobile Sim card is used, the Supplier shall not be liable for any operator network outages.
    • The Customer shall be solely responsible for the correct setting of
      implements / operation of equipment and the Supplier cannot accept
      liability for loss or damage due to operator error.
  5. Title and risk
    • The risk in the Goods shall pass to the Customer on the earlier
      of: collection by or on behalf of the Customer or by a carrier for
      despatch to the Customer (whether or not such carrier be the Supplier’s
      agent or servant); and seven days from the date of notice given the
      Supplier that the Goods are ready for collection or despatch.
    • Title to the Goods shall not pass to the Customer until the earlier of:
      • the Supplier receives payment in full (in cash or cleared funds)
        for the Goods and any other goods that the Supplier has supplied to the
        Customer in respect of which payment has become due, in which case
        title to the Goods shall pass at the time of payment of all such sums;
        and
      • the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the
        Customer so that they remain readily identifiable as the Supplier’s
        property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured
        against all risks for their full price on the Supplier’s behalf from the
        date of delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d);
      • keep the Goods free from and indemnify the Supplier against any charge, lien or other encumbrance thereon; and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    • Subject to clause 6.5, the Customer may resell or use the Goods in
      the ordinary course of its business (but not otherwise) before the
      Supplier receives payment for the Goods. However, if the Customer
      resells the Goods before that time:

      • it does so as principal and not as the Supplier’s agent; and
      • title to the Goods shall pass from the Supplier to the Customer
        immediately before the time at which resale by the Customer occurs.
    • If before title to the Goods passes to the Customer the Customer
      becomes subject to any of the events listed in clause 14.2(b) to clause
      14.2(d), then, without limiting any other right or remedy the Supplier
      may have:

      • the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      • the Supplier may at any time:
        • require the Customer to deliver up all Goods in its possession
          which have not been resold, or irrevocably incorporated into another
          product; and
        • if the Customer fails to do so promptly, enter any premises of the
          Customer or of any third party where the Goods are stored in order to
          recover them.
  1. Supply of Services
    • The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
    • The Supplier shall use all reasonable endeavours to meet any
      performance dates for the Services, but any such dates shall be
      estimates only and time shall not be of the essence for the performance
      of the Services.
    • The Supplier reserves the right to amend the Service Specification
      if necessary to comply with any applicable law or regulatory
      requirement, or if the amendment will not materially affect the nature
      or quality of the Services, and the Supplier shall notify the Customer
      in any such event.
    • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  2. Customer’s obligations
    • The Customer shall:
      • ensure that the terms of the Order and any information it
        provides in the Service Specification and the Goods Specification are
        complete and accurate;
      • co-operate with the Supplier in all matters relating to the Services;
      • provide the Supplier, its employees, agents, consultants and
        subcontractors, with access to the Customer’s premises, office
        accommodation and other facilities as reasonably required by the
        Supplier to provide the Services;
      • provide the Supplier with such information and materials as the
        Supplier may reasonably require in order to supply the Services, and
        ensure that such information is complete and accurate in all material
        respects;
      • prepare the Customer’s premises for the supply of the Services;
      • obtain and maintain all necessary licences, permissions and consents
        which may be required for the Services before the date on which the
        Services are to start;
      • comply with all applicable laws, including health and safety laws;
      • keep all materials, equipment, documents and other property of the
        Supplier (Supplier Materials) at the Customer’s premises in safe custody
        at its own risk, maintain the Supplier Materials in good condition
        until returned to the Supplier, and not dispose of or use the Supplier
        Materials other than in accordance with the Supplier’s written
        instructions or authorisation; and
      • comply with any additional obligations as set out in the Service Specification and the Goods Specification.
    • If the Supplier’s performance of any of its obligations under the
      Contract is prevented or delayed by any act or omission by the Customer
      or failure by the Customer to perform any relevant obligation (Customer
      Default):

      • without limiting or affecting any other right or remedy
        available to it, the Supplier shall have the right to suspend
        performance of the Services until the Customer remedies the Customer
        Default, and to rely on the Customer Default to relieve it from the
        performance of any of its obligations in each case to the extent the
        Customer Default prevents or delays the Supplier’s performance of any of
        its obligations;
      • the Supplier shall not be liable for any costs or losses sustained
        or incurred by the Customer arising directly or indirectly from the
        Supplier’s failure or delay to perform any of its obligations as set out
        in this clause 8.2; and
      • the Customer shall reimburse the Supplier on written demand for any
        costs or losses sustained or incurred by the Supplier arising directly
        or indirectly from the Customer Default.
  1. Charges and payment
    • The price for Goods:
      • shall be the price current as at the date of delivery. Prices
        contained in a quotation, price list or similar matter shall be based
        upon the manufacturer’s costs ruling at the date thereof and are for
        guidance only. In the event that the manufacturer’s prices are increased
        after acceptance of the Order and before delivery, the Supplier shall
        give notice of such increase to the Customer and the Customer shall pay
        such increase unless within seven days of such notice, the Customer
        gives notice of cancellation. Save for cancellation by reason of an
        increase in the manufacturer’s prices as aforesaid, cancellation by the
        Customer of any Order shall only take place with the Supplier’s written
        agreement and may be subject to a minimum cancellation charge of 10% of
        the Contract’s price. Parts correctly supplied from stock and returned
        for credit shall be subject to a 20% handling charge. Specially ordered
        parts supplied correctly cannot be returned for credit; and
      • shall be exclusive of all costs and charges of delivery (including
        but not limited to packaging, insurance and transport of the Goods),
        which shall be invoiced to the Customer.
    • The charges for Services shall be calculated on a time and materials basis:
      • the charges shall be calculated in accordance with the
        Supplier’s daily fee rates, as set out in its current price list at the
        date of the Contract;
      • the Supplier’s daily fee rates for each individual person are
        calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm
        worked on Business Days;
      • the Supplier shall be entitled to charge an overtime rate, for any
        individuals who it engages on the Services outside of the hours referred
        to in clause 9.2(b), of:

        • 18.75% of the daily fee per hour of overtime worked between 05.00 Monday and 12:00 Saturday, excluding bank holidays; and
        • 25% of the daily fee per hour of overtime worked between 12:00 Saturday and 05:00 Monday, and on any bank holidays,

when calculating overtime, the daily fee will be varied pro-rata
to any change in the number of individuals providing the Services to
the Customer.

  • the Supplier shall be entitled to charge the Customer for any
    expenses reasonably incurred by the individuals whom the Supplier
    engages in connection with the Services including travelling expenses,
    hotel costs, subsistence and any associated expenses, and for the cost
    of services provided by third parties and required by the Supplier for
    the performance of the Services, and for the cost of any materials.
  • The Supplier reserves the right to:

increase the charges for the Services on an annual basis with
effect from each anniversary of the Commencement Date in line with the
percentage increase in the Average Earnings Index in the preceding
12-month period and the first such increase shall take effect on the
first anniversary of the Commencement Date and shall be based on the
latest available figure for the percentage increase in the Average
Earnings Index;

  • increase the price of the Goods, by giving notice to the
    Customer at any time before delivery, to reflect any increase in the
    cost of the Goods to the Supplier that is due to:

any factor beyond the control of the Supplier (including foreign
exchange fluctuations, increases in taxes and duties, and increases in
labour, materials and other manufacturing costs);

  • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
  • any delay caused by any instructions of the Customer in respect of
    the Goods or failure of the Customer to give the Supplier adequate or
    accurate information or instructions in respect of the Goods.
  • In respect of Goods, the Supplier shall invoice the
    Customer on or at any time after completion of delivery. In respect of
    Services, the Supplier shall, at its absolute discretion, invoice the
    Customer on completion of the Services or in advance of providing the
    Services or weekly in arrears or monthly in arrears.
  • The Customer shall pay each invoice submitted by the Supplier:
    • in relation to parts, services and hires on the 10th
      of the month following the date of the invoice or in the case of all
      other goods (e.g. units) not later than the date of delivery or in
      accordance with any credit terms agreed by the Supplier and confirmed in
      writing to the Customer; and
    • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

    Payment means in the case of a cheque that it has been met on first presentation and in the case of other negotiable instruments that the

  • amount thereof has been credited to the Supplier’s account.
  • Unless otherwise stated in writing, all amounts payable by the
    Customer under the Contract are exclusive of amounts in respect of value
    added tax chargeable from time to time (VAT). Where any taxable supply
    for VAT purposes is made under the Contract by the Supplier to the
    Customer, the Customer 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 Services or Goods at the same
    time as payment is due for the supply of the Services or Goods.
  • If the Customer fails to make a payment due to the Supplier under
    the Contract by the due date, then, without limiting the Supplier’s
    remedies under clause 14 (Termination), the Customer shall pay interest
    on the overdue sum from the due date until payment of the overdue sum,
    whether before or after judgment. Interest under this clause 9.7 will
    accrue each day at 4% a year above the Bank of England’s base rate from
    time to time, but at 4% a year for any period when that base rate is
    below 0%.
  • All amounts due under the Contract shall be paid in full without any
    set-off, counterclaim, deduction or withholding (other than any
    deduction or withholding of tax as required by law).
  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in
      connection with the Services (other than Intellectual Property Rights in
      any materials provided by the Customer) shall be owned by the Supplier.
    • The Supplier grants to the Customer, or shall procure the direct
      grant to the Customer of, a fully paid-up, worldwide, non-exclusive,
      royalty-free perpetual and irrevocable licence to copy and modify the
      Deliverables (excluding materials provided by the Customer) for the
      purpose of receiving and using the Services and the Deliverables in its
      business.
    • The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
    • The Customer grants the Supplier a fully paid-up, non-exclusive,
      royalty-free non-transferable licence to copy and modify any materials
      provided by the Customer to the Supplier for the term of the Contract
      for the purpose of providing the Services to the Customer.
  2. Data protection and data processing
    • Both parties will comply with all applicable requirements of the
      Data Protection Legislation. This clause 11 is in addition to, and does
      not relieve, remove or replace, a party’s obligations under the Data
      Protection Legislation. In this clause 11, Applicable Laws
      means (for so long as and to the extent that they apply to the
      Supplier) the law of the European Union, the law of any member state of
      the European Union and/or Domestic UK Law; and Domestic UK Law means
      any Data Protection Legislation from time to time in force in the UK
      including the Data Protection Act 2018 or any successor legislation.
    • The parties acknowledge that for the purposes of the Data Protection
      Legislation, the Customer is the data controller and the Supplier is
      the data processor (where Data Controller and Data Processor have the
      meanings as defined in the Data Protection Legislation).
    • Without prejudice to the generality of clause 11.1, the Customer
      will ensure that it has all necessary appropriate consents and notices
      in place to enable lawful transfer of the Personal Data (as defined in
      the Data Protection Legislation) to the Supplier for the duration and
      purposes of the Contract.
    • Without prejudice to the generality of clause 11.1, the Supplier
      shall, in relation to any Personal Data processed in connection with the
      performance by the Supplier of its obligations under the Contract:

      • process that Personal Data only on the written instructions of
        the Customer unless the Supplier is required by Applicable Laws to
        otherwise process that Personal Data. Where the Supplier is relying on
        laws of a member of the European Union or European Union law as the
        basis for processing Personal Data, the Supplier shall promptly notify
        the Customer of this before performing the processing required by the
        Applicable Laws unless those Applicable Laws prohibit the Supplier from
        so notifying the Customer;
      • ensure that it has in place appropriate technical and organisational
        measures, reviewed and approved by the Customer, to protect against
        unauthorised or unlawful processing of Personal Data and against
        accidental loss or destruction of, or damage to, Personal Data,
        appropriate to the harm that might result from the unauthorised or
        unlawful processing or accidental loss, destruction or damage and the
        nature of the data to be protected, having regard to the state of
        technological development and the cost of implementing any measures
        (those measures may include, where appropriate, pseudonymising and
        encrypting Personal Data, ensuring confidentiality, integrity,
        availability and resilience of its systems and services, ensuring that
        availability of and access to Personal Data can be restored in a timely
        manner after an incident, and regularly assessing and evaluating the
        effectiveness of the technical and organisational measures adopted by
        it);
      • ensure that all personnel who have access to and/or process Personal
        Data are obliged to keep the Personal Data confidential; and
      • not transfer any Personal Data outside of the European Economic Area
        unless the prior written consent of the Customer has been obtained and
        the following conditions are fulfilled:

        • the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
        • the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        • the Supplier complies with its obligations under the Data Protection
          Legislation by providing an adequate level of protection to any
          Personal Data that is transferred; and
        • the Supplier complies with reasonable instructions notified to it in
          advance by the Customer with respect to the processing of the Personal
          Data;
      • assist the Customer, at the Customer’s cost, in responding to any
        request from a Data Subject and in ensuring compliance with its
        obligations under the Data Protection Legislation with respect to
        security, breach notifications, impact assessments and consultations
        with supervisory authorities or regulators;
      • notify the Customer without undue delay on becoming aware of a Personal Data breach;
      • at the written direction of the Customer, delete or return Personal
        Data and copies thereof to the Customer on termination of the agreement
        unless required by Applicable Law to store the Personal Data; and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 11.
  1. Confidentiality
    • Each party undertakes that it shall not at any time during the
      Contract, and for a period of five years after termination of the
      Contract, disclose to any person any confidential information concerning
      the business, affairs, customers, clients or suppliers of the other
      party, except as permitted by clause 12.2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, subcontractors or
        advisers who need to know such information for the purposes of carrying
        out the party’s obligations under the Contract. Each party shall ensure
        that its employees, officers, representatives, subcontractors or
        advisers to whom it discloses the other party’s confidential information
        comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither party shall use the other party’s confidential information
      for any purpose other than to perform its obligations under the
      Contract.
  2. Limitation of liability
    • The Supplier has obtained insurance cover in respect of its own
      legal liability for individual claims. The limits and exclusions in this
      clause reflect the insurance cover the Supplier has been able to
      arrange and the Customer is responsible for making its own arrangements
      for the insurance of any excess loss.
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 12 of the Sale of Goods Act
        1979 or section 2 of the Supply of Goods and Services Act 1982 (title
        and quiet possession).
    • Subject to clause 13.2, the Supplier’s total liability to the
      Customer under any one contract, in any one contract year, shall be
      limited to 100% of the net income the Supplier has received from such
      contract in that contract year.
    • This clause 13.4 sets out specific heads of excluded loss:
      • Subject to clause 13.2, the types of loss listed in clause 13.4 are wholly excluded by the parties.
      • The following types of loss are wholly excluded:
        • Loss of profits.
        • Loss of sales or business.
        • Loss of agreements or contracts.
        • Loss of anticipated savings.
        • Loss of use or corruption of software, data or information.
        • Loss of or damage to goodwill.
        • Indirect or consequential loss.
      • The Supplier has given commitments as to compliance of the Goods and
        Services with relevant specifications in clause 5 and clause 7. In view
        of these commitments, the terms implied by sections 13 to 15 of the
        Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods
        and Services Act 1982 are, to the fullest extent permitted by law,
        excluded from this agreement.
      • Unless the Customer notifies the Supplier that it intends to make a
        claim in respect of an event within the notice period, the Supplier
        shall have no liability for that event. The notice period for an event
        shall start on the day on which the Customer became, or ought reasonably
        to have become, aware of the event having occurred and shall expire
        three months from that date. The notice must be in writing and must
        identify the event and the grounds for the claim in reasonable detail.
      • This clause 13 shall survive termination of the Contract.
  1. Termination
    • Without affecting any other right or remedy available to it,
      either party may terminate the Contract by giving the other party not
      less than twenty five Business Days written notice.
    • 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:

      • the other party commits a material breach of its obligations
        under the Contract and (if such breach is remediable) fails to remedy
        that breach within fourteen days after receipt of notice in writing to
        do so;
      • the other party takes any step or action in connection with its
        entering administration, provisional liquidation or any composition or
        arrangement with its creditors (other than in relation to a solvent
        restructuring), being wound up (whether voluntarily or by order of the
        court, unless for the purpose of a solvent restructuring), having a
        receiver appointed to any of its assets or ceasing to carry on business
        or, if the step or action is taken in another jurisdiction, in
        connection with any analogous procedure in the relevant jurisdiction;
      • the other party suspends, or threatens to suspend, or ceases or
        threatens to cease to carry on all or a substantial part of its
        business; or
      • the other party’s financial position deteriorates to such an extent
        that in the terminating party’s reasonable opinion the other party’s
        capability to adequately fulfil its obligations under the Contract has
        been placed in jeopardy.
    • Without affecting any other right or remedy available to it, the
      Supplier may terminate the Contract with immediate effect by giving
      written notice to the Customer if:

      • the Customer fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of Control of the Customer.
    • Without affecting any other right or remedy available to it, the
      Supplier may suspend the supply of Services or all further deliveries of
      Goods under the Contract or any other contract between the Customer and
      the Supplier if the Customer fails to pay any amount due under the
      Contract on the due date for payment, the Customer becomes subject to
      any of the events listed in clause 14.2(b) to clause 14.2(d), or the
      Supplier reasonably believes that the Customer is about to become
      subject to any of them.
  2. Consequences of termination
    • On termination of the Contract:
      • the Customer shall immediately pay to the Supplier all of the
        Supplier’s outstanding unpaid invoices and interest and, in respect of
        Services and Goods supplied but for which no invoice has been submitted,
        the Supplier shall submit an invoice, which shall be payable by the
        Customer immediately on receipt;
      • the Customer shall return all of the Supplier Materials and any
        Deliverables or Goods which have not been fully paid for. If the
        Customer fails to do so, then the Supplier may enter the Customer’s
        premises and take possession of them. Until they have been returned, the
        Customer shall be solely responsible for their safe keeping and will
        not use them for any purpose not connected with this Contract.
    • Termination or expiry of the Contract shall not affect any rights,
      remedies, obligations and liabilities of the parties that have accrued
      up to the date of termination or expiry, including the right to claim
      damages in respect of any breach of the Contract which existed at or
      before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is
      intended to have effect after termination or expiry shall continue in
      full force and effect.
  3. Force majeure

Neither party shall be in breach of the Contract nor liable for
delay in performing or failure to perform, any of its obligations under
the Contract if such delay or failure result from events, circumstances
or causes beyond its reasonable control.

  1. General
    • Assignation and other dealings
      • The Supplier may at any time assign, mortgage, charge,
        subcontract, delegate, declare a trust over or deal in any other manner
        with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, mortgage, charge,
        subcontract, 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 the Supplier.
    • Notices.
      • Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next
          working day delivery service at its registered office (if a company) or
          its principal place of business (in any other case); or
        • sent by fax to its main fax number.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 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
          at the time recorded by the delivery service; and
        • if sent by fax, at the time of transmission, or, if this time falls
          outside business hours in the place of receipt, when business hours
          resume. In this clause 17.2(b)(iii), business hours means 9.00am to
          5.00pm Monday to Friday on a day that is not a public holiday in the
          place of receipt.
      • 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.
      • A notice given under this agreement is not valid if sent by email.
    • Severance. If any provision or part-provision of
      the Contract is or becomes invalid, illegal or unenforceable, it shall
      be deemed modified to the minimum extent necessary to make it valid,
      legal and enforceable. If such modification is not possible, the
      relevant provision or part-provision shall be deemed deleted. Any
      modification to or deletion of a provision or part-provision under this
      clause shall not affect the validity and enforceability of the rest of
      the Contract.
    • Waiver. A waiver of any right or remedy under the
      Contract or by law is only effective if given in writing and shall not
      be deemed a waiver of any subsequent right or remedy. A failure or delay
      by a party to exercise any right or remedy provided under the Contract
      or by law shall not constitute a waiver of that or any other right or
      remedy, nor shall it prevent or restrict any further exercise of that or
      any other right or remedy. No single or partial exercise of any right
      or remedy provided under the Contract or by law shall prevent or
      restrict the further exercise of that or any other right or remedy.
    • 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.
    • 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.
      • Each party acknowledges that in entering into the Contract it does
        not rely on, and shall have no remedies in respect of any statement,
        representation, assurance or warranty (whether made innocently or
        negligently) that is not set out in the Contract. Each party agrees that
        it shall have no claim for innocent or negligent misrepresentation or
        negligent misrepresentation based on any statement in the Contract.
      • Nothing in this clause shall limit or exclude any liability for fraud.
    • Third parties rights.
      • Unless it expressly states otherwise, the Contract does not give
        rise to any rights under the Contracts (Third Party Rights) (Scotland)
        Act 2017 to enforce any term of the Contract.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Variation. Except as set out in these Conditions,
      no variation of the Contract shall be effective unless it is agreed in
      writing and signed by the parties (or their authorised representatives).
    • Governing law. The Contract and any dispute or
      claim (including non-contractual disputes or claims) arising out of or
      in connection with it or its subject matter or formation shall be
      governed by and construed in accordance with the law of Scotland.
    • Jurisdiction. Each party irrevocably agrees that
      the courts of Scotland shall have exclusive jurisdiction to settle any
      dispute or claim (including non-contractual disputes or claims) arising
      out of or in connection with the Contract or its subject matter or
      formation.