Terms and conditions.

GO INSPIRE GENERAL TERMS AND CONDITIONS

  1. INTERPRETATION
    1. In addition to those terms which are defined in the Contract Details, the following definitions and rules of interpretation apply in these Conditions:
      Applicable Law: means:
      1. any applicable statute, regulation, order, statutory instrument or other enactment having the force of law (whether local, governmental or otherwise); or
      2. the common law of England and Wales; or
      3. the order of any court or tribunal of competent jurisdiction;
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
      Commencement Date: the first date on which the Contract Details have been signed by both parties, or if later, the date on which any Deliverables are first supplied to the Customer by GI;
      Confidential Information: subject to Clause 9.3, information, of any kind and in whatever form (including oral, written or in electronic, tape, disk, physical or visual form) relating in any way to the business, products or services or personnel of either party, including all know-how, trade secrets, financial, technical or commercial information which either party discloses to the other, or which comes to the other party’s attention, as a result of the parties having entered into the Contract;
      Conditions: these terms and conditions as amended from time to time;
      Contract: the contract between GI and the Customer for the supply of Deliverables in accordance with these Conditions;
      Contract Documents: the documents which together comprise the Contract, as more particularly specified in Clause 2.8;
      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 organisation who purchases Deliverables from GI;
      Customer Materials: any document, information or materials supplied by the Customer to GI in order to enable or support the production and supply of the Deliverables;
      Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
      Deliverables: the goods or services to be provided by GI to the Customer, as specified in the Contract Details;
      Event of Default: any of the events giving rise to the right of immediate termination in accordance with Clauses 11.1(a) to 11.1(d) (inclusive);
      Force Majeure Event: has the meaning given to it in Clause 13;
      GI: the relevant member of the GI Group as specified in the Contract Details;
      GI Group: in relation to GI, any subsidiary or holding company from time to time of GI, and any subsidiary from time to time of a holding company of GI;
      Goods: any goods forming part of the Deliverables;
      Initial Term: the minimum duration of the Contract as specified in the Contract Details;
      Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, know-how, and all other rights of a similar nature, 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; and
      UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive (2009/136/EC)) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    2. Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions or the Contract.
    3. The expression “person” includes a natural person, corporate, partnership or unincorporated body (whether or not having separate legal personality).
    4. The expression “company” includes any company, corporation or other body corporate, wherever and however incorporated or established.
    5. Unless the context otherwise requires, words in the singular include the plural and those in the plural include the singular.
    6. Unless the context otherwise requires, a reference to one gender includes a reference to other genders.
    7. The Contract shall be binding on, and ensure to the benefit of, both GI and the Customer and their respective personal representatives, successors and permitted assigns, and references to either party shall include that party’s personal representatives, successors and permitted assigns.
    8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    9. A reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision.
    10. A reference to “writing” includes email and the expression “written” shall be construed accordingly.
    11. The Contract Details form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Contract Details.
    12. Any words following the terms “including”, “include”, “in particular” 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.
    13. A reference to a “holding company” or a “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
  2. BASIS OF CONTRACT
    1. The Contract shall come into force on the Commencement Date and shall continue, unless terminated earlier in accordance with any express provision of the Contract, until either party gives to the other party notice to terminate in accordance with the relevant Additional Terms of GI, in which case the Contract shall come to an end upon the expiry of that notice. Where no notice period is specified, the Contract shall automatically expiry once GI has supplied all relevant Deliverables in accordance with the Contract. The Contract includes all Contract Documents.
    2. GI shall use reasonable endeavours to provide the Deliverables in accordance with the Contract, using reasonable care and skill.
    3. GI shall use reasonable endeavours to provide the Deliverables from the date specified in the Contract Details and in accordance with any milestones or dates quoted for delivery. However, any such dates shall be estimates only, and timing for the provision of the Deliverables shall not be of the essence of the Contract.
    4. GI shall not be liable for any delay or failure to supply the Deliverables resulting from the Customer’s failure to provide adequate delivery instructions or any other instructions that are relevant to their supply.
    5. Any quotation given by GI relating to the supply of Deliverables shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
    6. Any descriptive matter, advertising or promotional material issued by GI is issued for the sole purpose of giving an indication of the Deliverables. Any such descriptive matter, advertising or material shall not form part of the Contract or have any contractual force.
    7. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks at any time to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    8. If there is an inconsistency between any of the Contract Documents, then they shall prevail in the following descending order of priority:
      1. any document not mentioned in Clause 2.8(b) to 2.8(d) which the parties intend to be legally binding, including any correspondence between the parties setting out further specifications, minor adjustments or clarifications of the provisions of the other Contract Documents;
      2. the Contract Details;
      3. the applicable Additional Terms of GI; and
      4. these Conditions.
    9. All of these Conditions shall apply to the supply of both Goods and services except where application to one or the other is specified expressly or impliedly.
  3. VARIATIONS
    1. Subject to Clause 3.2, either party may propose changes to the scope, nature or execution of the Deliverables but no proposed changes shall come into effect until an authorised representative of each party has agreed such changes in writing. The implication of any such change shall be subject to any changes in the costs or timescales for the provision of the Deliverables as GI may specify.
    2. GI shall provide the Deliverables to the Customer in accordance with the Contract, however GI reserves the right to make any changes to the Deliverables:
      1. which are necessary to comply with any Applicable Law or safety requirement identified by GI;
      2. in order to make changes for technical, commercial or operational reasons which do not have a material adverse effect on the nature or quality of the Deliverables;
      3. in order to improve or maintain the integrity or security of the Deliverables; or
      4. in order to improve or enhance the Deliverables.
  4. CHARGES AND PAYMENT
    1. The price for the Deliverables shall be the price set out in the Contract Details or, if no price is quoted, the price set out in GI’s current price list in force at the date on which the Deliverables are provided.
    2. GI reserves the right to increase the price of the Deliverables, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Deliverables to GI that is due to:
      1. any factor beyond the control of GI (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Deliverables ordered or the relevant specification, without prejudice to Clause 3.1; or
      3. any delay caused by any failure of the Customer to give GI complete and accurate information or instructions in a timely manner in respect of the Deliverables or their delivery.
    3. The Customer shall pay each invoice submitted by GI:
      1. within 30 days of the date of the invoice, or such shorter period as may be specified in the Contract Documents; and
      2. in full and in cleared funds to a bank account nominated in writing by GI.
    4. Time for payment shall be of the essence of the Contract.
    5. 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 GI to the Customer, the Customer shall, on receipt of a valid VAT invoice from GI, pay to GI such additional amounts in respect of VAT as are chargeable on the supply of the Deliverables at the same time as payment is due for such supply of Deliverables.
    6. If the Customer fails to make any payment due to GI under the Contract by the due date for payment, then, without limiting any other right or remedy that GI might have, GI reserves to right to charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    7. All amounts due under the Contract from the Customer to GI 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).
  5. TITLE AND RISK
    1. The risk of loss of or damage to the Goods shall pass from GI to the Customer on completion of delivery or, if earlier, when title to the Goods passes in accordance with Clause 5.2.
    2. Title to the Goods shall pass from GI to the Customer upon the receipt by GI of payment in full (in cash or cleared funds) for:
      1. the Deliverables; and
      2. any other goods or services previously supplied by GI to the Customer.
    3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. maintain the Goods in satisfactory condition;
      2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as GI’s property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. keep the Goods insured against all risks for their full price on behalf of GI from the date of delivery;
      5. notify GI immediately if it becomes subject to an Event of Default; and
      6. give to GI, in a timely manner, such information relating to the Goods as GI may require from time to time.
    4. Subject to Clause 5.5, the Customer may resell or use the Goods in the ordinary course of business (but not otherwise) before GI receives payment for them. If the Customer does resell the Goods before that time it does so as principal and not as the agent of GI and title to the Goods shall pass from GI to the Customer immediately before the time at which resale by the Customer occurs.
    5. If, before title to the Goods passes to the Customer, the Customer fails to make any payment due to GI under the Contract by the due date for payment or the Customer becomes subject to an Event of Default, then, without limiting any other right or remedy that GI might have, the Customer’s right to resell Goods or use them in the ordinary course of business ceases immediately, and GI 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 it 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 and, the Customer shall procure the right for GI to enter the premises of any third party for such purpose.
  6. CUSTOMER’S OBLIGATIONS
    1. The Customer shall:
      1. ensure that the Contract Details and any information it provides in connection with the Deliverables are complete and accurate in all respects;
      2. co-operate with GI in all matters relating to the performance of the Contract;
      3. provide GI with such information and materials as GI may reasonably require and in a timely manner in order to perform its obligations under the Contract, and ensure that such information is complete and accurate in all respects, and that any such materials are fit for purpose and of satisfactory quality, including, for example, ensuring that any electronic files are compatible for the purpose for which they are intended;
      4. prepare the Customer’s premises for the supply of Deliverables;
      5. obtain and maintain all necessary licences, permissions and consents which may be required in connection with the receipt or use of the Deliverables; and
      6. keep all materials, equipment, documents and other property of GI (“GI Materials”) at the Customer’s premises in safe custody at its own risk, maintain the GI Materials in good condition until returned to GI, and not dispose of or use the GI Materials other than in accordance with GI’s written instructions or authorisation.
    2. If GI’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer, its employees, officers, representatives, subcontractors or advisers (“Representatives”), or any failure by the Customer or its Representatives to perform any relevant obligation (“Customer Default”) then:
      1. without limiting or affecting any other right or remedy available to it, GI shall have the right to suspend provision of the Deliverables until the Customer remedies the Customer Default to its reasonable satisfaction, and shall be entitled to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent that the Customer Default prevents or delays GI’s performance of any of its obligations under the Contract;
      2. GI shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GI’s failure or delay to perform any of its obligations in the manner set out in this Clause 6.2; and
      3. the Customer shall reimburse GI on written demand for any costs or losses sustained or incurred by GI arising directly or indirectly from the Customer Default.
  7. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights in or arising out of or in connection with the development, production or supply of the Deliverables (other than Intellectual Property Rights in any Customer Materials) shall, unless otherwise expressly agreed in writing between the parties, as between GI and the Customer, be owned by GI.
    2. GI grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use any part of the Deliverables in which the Intellectual Property Rights vest in GI or its licensors (excluding any Customer Materials) for the purpose of receiving and using the Deliverables in its business.
    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by Clause 7.2.
    4. The Customer grants to GI a fully paid-up, non-exclusive, royalty-free, licence during the term of the Contract to use any and all Customer Materials in which Intellectual Property Rights vest in the Customer pursuant to the Contract in order to produce the Deliverables or otherwise perform GI’s obligations under the Contract. The Customer warrants that it has the right to grant this licence. GI may sub-license, assign or novate the benefit or burden of this licence in whole or in part as it may see fit from time to time.
    5. The Customer:
      1. warrants that the receipt and use in connection with the Contract by GI, its agents, subcontractors or consultants of the Customer Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
      2. shall fully indemnify GI and keep GI fully indemnified from and against any and all actions, claims, demands, liabilities, costs, expenses, damages and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (and all other reasonable professional costs and expenses) suffered or incurred or paid by GI arising out of or in connection with any claim brought against GI, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in connection with the Contract of the Customer Materials.
  8. DATA PROTECTION
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and GI is the processor.
    3. Without prejudice to the generality of Clause 8.1, the Customer warrants that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data (the expression “personal data” having the meaning given to it in the Data Protection Legislation) to GI for the duration and purposes of the Contract.
    4. Without prejudice to the generality of Clause 8.1, GI shall, in relation to any personal data processed in connection with the performance by GI of its obligations under the Contract:
      1. process that personal data only on the documented written instructions of the Customer unless GI is required by Data Protection Legislation to process that personal data otherwise;
      2. ensure that it has in place appropriate technical and organisational measures 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);
      3. ensure that all personnel who have access to or process personal data are obliged to keep the personal data confidential; and
      4. 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:
        1. the Customer or GI has provided appropriate safeguards in relation to the transfer;
        2. the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        3. GI complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        4. GI complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
      5. 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;
      6. notify the Customer without undue delay on becoming aware of a personal data breach;
      7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this Clause 8 and allow for audits by the Customer or the Customer’s designated auditor approved by GI in advance and subject to the provision of reasonable notice prior to any intended audit.
    5. The Customer consents to GI appointing those Authorised Sub-Processors listed in the Contract Details as third-party processors of personal data under the Contract. GI confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms that are similar in all material respects to those set out in this Clause 8.
    6. Either party may, at any time on not less than 30 days’ notice, revise this Clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
  9. CONFIDENTIALITY
    1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the other party, except as permitted by Clause 9.2.
    2. Each party may disclose the other party’s Confidential Information:
      1. to its Representatives who need to know such Confidential Information for the purposes of carrying out that party’s obligations under the Contract. Each party shall use all reasonable endeavours to ensure that its Representatives to whom it discloses the other party’s Confidential Information comply with this Clause 9; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. For the avoidance of doubt, information is not Confidential Information if:
      1. it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by either party or its Representatives in breach of this Agreement;
      2. it was, is, or becomes available to the other party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not under any confidentiality obligation in respect of that information;
      3. it was in the possession of the receiving party and at its free disposal before the information was obtained by the receiving party;
      4. it is developed by or for the receiving party independently of the information disclosed by the disclosing party; or
      5. the parties agree in writing that the information is not confidential.
    4. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
  10. LIMITATION OF LIABILITY
    1. Nothing in the Contract shall limit or exclude GI’s liability for:
      1. death or personal injury caused by its negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
      4. any other liability which cannot be excluded or limited under Applicable Law.
    2. Subject to Clause 10.1, GI shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of or diminution to goodwill;
      6. loss of use or corruption of software, data or information; or
      7. any indirect or consequential loss,
      however caused and regardless of whether GI was aware of the possibility of such loss or diminution arising.
    3. Subject to Clause 10.1 and to the exclusion of any uninsured losses incurred, GI’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract shall not exceed the level of product liability and professional indemnity insurance cover per claim GI shall maintain in force. The financial limits per claim for the respective insurance policies GI have maintained are set out in the Contract Details..
    4. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    5. This Clause 10 shall survive termination of the Contract.
  11. TERMINATION
    1. 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:
      1. 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 14 days after receipt of notice in writing to do so;
      2. 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;
      3. 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
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to fulfil its obligations adequately under the Contract has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, the GI 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.
    3. Without affecting any other right or remedy available to it, GI may suspend or cease the supply of Deliverables under the Contract or any other contract between the Customer and any member of the GI Group if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to a Termination Event, or GI reasonably believes that the Customer is about to become subject to a Termination Event.
  12. CONSEQUENCES OF TERMINATION
    1. On termination of the Contract:
      1. the Customer shall immediately pay to GI all of GI’s outstanding unpaid invoices and interest and, in respect of Deliverables supplied but for which no invoice has been submitted, GI shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
      2. the Customer shall return all GI Materials and, if the Customer fails to do so, then GI 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.
    2. 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.
    3. 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.
  13. FORCE MAJEURE
    1. 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 (a “Force Majeure Event”).
    2. If a Force Majeure Event prevents GI from providing any of the Deliverables for an aggregate period of more than 30 days in any period of 90 consecutive days, GI shall have the right to terminate the Contract with immediate effect by giving notice to the Customer.
  14. ASSIGNMENT AND OTHER DEALINGS
    1. The Customer shall not assign, transfer, mortgage, charge, sub-contract, or deal in any other manner with any of its rights and obligations under the Contract without the express prior written consent of GI.
    2. GI may at any time assign, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
  15. WAIVER
    1. 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 breach or default.
    2. 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.
  16. RIGHTS AND REMEDIES

    The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

  17. SEVERANCE
    1. 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.
    2. If one party gives notice to the other of the possibility that any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  18. ENTIRE AGREEMENT AND FURTHER ASSURANCE
    1. 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. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
    2. Each party agrees that it 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 misstatement based on any statement in the Contract.
    3. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract.
  19. NO PARTNERSHIP OR AGENCY
    1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  20. THIRD PARTY RIGHTS

    No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

  21. NOTICES
    1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
      1. delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by email to the address, if one is specified, in the Contract Details, or as otherwise notified in writing by that party as an address for service.
    2. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, provided that, if the actual time of delivery is later than 16.00 hours local time, that notice shall be deemed to have been served at 09.00 hours local time on the next following Business Day;
      2. if sent by pre-paid first-class post or other next Business Day delivery services, at 09.00 hours local time on the second Business Day after posting or at the time recorded by the delivery service; and
      3. if sent by email, at 09.00 hours local time on the next Business Day after transmission.
    3. This Clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  22. GOVERNING LAW AND JURISDICTION
    1. 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 England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have non-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.

ADDITIONAL TERMS OF GO INSPIRE (formerly Go Inspire Insight)

  1. TERM
    1. The Contract may be terminated by either party giving to the other party not less than [180] days’ written notice, and if no such notice is given, the Contract shall automatically continue for an additional term of [12] months (“Additional Term”) following the end of each Initial Term or subsequent Additional Term. Any notice given under this Clause 1.1 must terminate upon the expiry of the Initial Term or any Additional Term, as the case may be.
  2. CHARGES AND PAYMENT
    1. The price for Deliverables shall, unless expressly agreed otherwise in writing, be exclusive of all applicable costs and charges associated with the packaging, insurance and transportation of the Deliverables.
    2. Unless otherwise agreed in writing between the parties, GI shall be entitled to submit invoices to the Customer for the Deliverables monthly in arrears or, at GI’s discretion, on or at any time after completion of the provision of the Deliverables.
  3. EXPENSES
    1. GI shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom GI engages in connection with the Services including without limitation travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by GI for the performance of the Services, and for the cost of any materials.

ADDITIONAL TERMS OF GI CONNECT

  1. DELIVERABLES
    1. To the extent that the Deliverables are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify GI 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 GI arising out of or in connection with any claim made against GI for actual or alleged infringement of the rights of any third party (including Intellectual Property Rights) arising out of or in connection with GI’s use of such specification. This Clause 1.1 shall survive termination of the Contract.
    2. GI reserves the right to amend the specification if required by any applicable statutory or regulatory requirement, and GI shall notify the Customer in any such event.
  2. CHARGES AND PAYMENT
    1. The price for Deliverables shall, unless expressly agreed otherwise in writing, be exclusive of all applicable costs and charges associated with the packaging, insurance and transportation of the Deliverables.
    2. Unless otherwise agreed in writing between the parties, GI shall submit its invoice for the Deliverables to the Customer on or at any time after completion of the provision of the Deliverables.
    3. GI reserves the right to perform a credit check on the Customer, with or without notice, and pass on the Customer’s information to credit reference agencies who may keep a record of any search that they do. By entering into the Contract, the Customer agrees to GI performing such checks and passing on such information under this Clause 2.3.
    4. If the Customer fails to receive a satisfactory credit rating under Clause 2.3, GI reserves the right to require the Customer immediately to pay to GI the cost of any Deliverables not yet provided. Should the Customer fail to pay such sums within 30 days of notification, GI reserves the right to terminate the Contract or suspend the provision of Deliverables.
    5. GI reserves the right at any time to impose a credit limit on any Customer’s account. Such credit limit may be amended in GI’s absolute discretion from time to time. If such credit limit is exceeded by the Customer, GI may request immediate payment of all sums due under the Contract, terminate the Contract or suspend the provision of Deliverables.
  3. DELIVERY
    1. GI shall supply the Deliverables in question to the delivery location set out in the Contract Details, unless otherwise agreed in writing.
    2. Delivery shall be completed upon arrival of the Deliverables at the delivery location.
    3. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence.
    4. If the Customer fails to accept or take delivery of the Deliverables when rendered, GI shall store the Deliverables until delivery takes place and, except where such failure is the result of GI’s wrongful act or omission, may charge the Customer for all costs and expenses incurred by GI in so doing (including the cost of insurance). Without limiting any right or remedy to which GI may be entitled, GI will use commercially reasonable endeavours to contact the Customer to re-arrange any failed delivery.
    5. GI may deliver the Deliverables 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 terminate the Contract or cancel any instalment of the Deliverables.
    6. If the Deliverables include the provision of any goods in which title is to pass to the Customer:
      1. risk in the goods shall pass to the Customer on completion of delivery or, if earlier, when GI receives payment in full (in cash or cleared funds) for the goods;
      2. title to the goods shall pass to the Customer upon the receipt by GI in cleared funds of payment for the goods in question;
      3. until title to the goods has passed to the Customer, the Customer shall maintain the goods in satisfactory condition and keep them insured against on an “all risks” basis for their full replacement value from the date of delivery. The Customer shall in addition notify GI immediately if the Customer becomes subject to any Termination Event, and give to GI such information relating to the goods as it may require from time to time;
      4. subject to Clause 3.6(e), the Customer may use the goods in the ordinary course of business (but not otherwise) before GI receives payment for them, but shall not dispose of the same in any manner nor charge or encumber them in any way; and
      5. if, before title to the goods passes to the Customer, the Customer becomes subject to any Termination Event, then, without limiting any other right or remedy that GI may have, the Customer’s right under Clause 3.6(d) ceases immediately and GI may at any time require the Customer to deliver up all goods in the Customer’s 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 and to the extent that the Customer does not control these premises the Customer will procure for GI the right to do so.
  4. QUALITY
    1. GI warrants that on delivery the Deliverables shall:
      1. conform in all material respects with their description;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. The Customer must inspect the Deliverables immediately following delivery and notify GI if any of those Deliverables do not comply with the warranty set out at Clause 4.1. Subject to Clause 4.3, GI shall, at its option, repair or replace any non-conforming Deliverables, or refund the price of the non-conforming Deliverables in full or in part if:
      1. the Customer gives notice in writing within 48 hours of delivery that some or all of the Deliverables do not comply with the warranty set out in Clause 4.1;
      2. GI is given a reasonable opportunity of examining such Deliverables; and
      3. the Customer (if asked to do so by GI) returns such Deliverables to the GI’s place of business at the Customer’s cost.
    3. GI shall not be liable for the failure of the Deliverables to comply with the warranty in Clause 4.1 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.2;
      2. the defect arises because the Customer failed to follow GI’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good trade practice;
      3. the defect arises as a result of GI following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Deliverables without the written consent of GI;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Deliverables differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    4. Except as provided in this Clause 4, GI shall have no liability to the Customer in respect of any failure of the Deliverables to comply with the warranty set out in Clause 4.1.
    5. The terms of these Conditions shall apply to any repaired or replacement Deliverables supplied by GI.

ADDITIONAL TERMS OF GI SOLUTIONS

  1. TERM
    1. Subject to Clause 1.2, the Contract may be terminated by either party upon giving to the other party notice in writing of not less than the Notice Period specified in the Contract Details. If no such notice is given, the Contract shall automatically continue for an Additional Term following the end of the Initial Term or Additional Term, as the case may be. Any notice given under this Clause 1.1 must terminate upon the expiry of the Initial Term or any Additional Term, as the case may be.
    2. Where no Initial Term, Notice Period or Additional Term is specified in the Contract Details, the Contract shall automatically terminate when GI has supplied all Deliverables to the Customer in accordance with the Contract.
  2. CHARGES AND PAYMENT
    1. The price for Deliverables shall, unless expressly agreed otherwise in writing, be exclusive of all applicable costs and charges associated with the packaging, insurance and transportation of the Deliverables.
    2. Unless otherwise agreed in writing between the parties, GI shall submit its invoice for the Deliverables to the Customer on or at any time after completion of the provision of the Deliverables.
  3. COLLECTION
    1. The Customer shall collect the Deliverables from GI’s premises at [ADDRESS] or such other location as may be agreed in writing with the Customer (“Collection Location”) within [three] Business Days of GI notifying the Customer that the Deliverables are ready.
    2. Collection shall be completed upon loading of the Deliverables at the Collection Location.
    3. Any dates quoted for collection are approximate only and the time for collection is not of the essence.
    4. If the Customer fails to collect the Deliverables within [three] Business Days of GI notifying the Customer that the Deliverables are ready, GI shall store the Deliverables until collection takes place and, except where such failure is the result of GI’s wrongful act or omission, may charge the Customer for all costs and expenses incurred by GI in so doing (including the cost of insurance).
    5. Without limiting any right or remedy to which GI may be entitled, GI will use commercially reasonable endeavours to contact the Customer to re-arrange any failed collection.
    6. GI may provide the Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay or defect in an instalment shall not entitle the Customer to terminate the Contract or cancel any instalment of the Deliverables.
  4. QUALITY
    1. GI warrants that on delivery the Deliverables shall:
      1. conform in all material respects with their description;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. The Customer must inspect the Deliverables immediately following delivery and notify GI if any of those Deliverables do not comply with the warranty set out at Clause 4.1. Subject to Clause 4.3, GI shall, at its option, repair or replace any non-conforming Deliverables, or refund the price of the non-conforming Deliverables in full or in part if:
      1. the Customer gives notice in writing within [48 hours] of delivery that some or all of the Deliverables do not comply with the warranty set out in Clause 4.1;
      2. GI is given a reasonable opportunity of examining such Deliverables; and
      3. the Customer (if asked to do so by GI) returns such Deliverables to the GI’s place of business at the Customer’s cost.
    3. GI shall not be liable for the failure of the Deliverables to comply with the warranty in Clause 4.1 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.2;
      2. the defect arises because the Customer failed to follow GI’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good trade practice;
      3. the defect arises as a result of GI following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Deliverables without the written consent of GI;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Deliverables differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    4. Except as provided in this Clause 4, GI shall have no liability to the Customer in respect of any failure of the Deliverables to comply with the warranty set out in Clause 4.1.
    5. The terms of these Conditions shall apply to any repaired or replacement Deliverables supplied by GI.

ADDITIONAL TERMS OF GI ECLIPSE

  1. DELIVERABLES
    1. To the extent that the Deliverables are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify GI 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 GI arising out of or in connection with any claim made against GI for actual or alleged infringement of the rights of any third party (including Intellectual Property Rights) arising out of or in connection with GI’s use of such specification. This Clause 1.1 shall survive termination of the Contract.
    2. GI reserves the right to amend the specification if required by any applicable statutory or regulatory requirement, and GI shall notify the Customer in any such event.
  2. CHARGES AND PAYMENT
    1. The price for Deliverables shall, unless expressly agreed otherwise in writing, be exclusive of all applicable costs and charges associated with the packaging, insurance and transportation of the Deliverables.
    2. Unless otherwise agreed in writing between the parties, GI shall submit its invoice for the Deliverables to the Customer on or at any time after completion of the provision of the Deliverables.
    3. GI reserves the right to perform a credit check on the Customer, with or without notice, and pass on the Customer’s information to credit reference agencies who may keep a record of any search that they do. By entering into the Contract, the Customer agrees to GI performing such checks and passing on such information under this Clause 2.3.
    4. If the Customer fails to receive a satisfactory credit rating under Clause 2.3, GI reserves the right to require the Customer immediately to pay to GI the cost of any Deliverables not yet provided. Should the Customer fail to pay such sums within 30 days of notification, GI reserves the right to terminate the Contract or suspend the provision of Deliverables.
    5. GI reserves the right at any time to impose a credit limit on any Customer’s account. Such credit limit may be amended in GI’s absolute discretion from time to time. If such credit limit is exceeded by the Customer, GI may request immediate payment of all sums due under the Contract, terminate the Contract or suspend the provision of Deliverables.
  3. DELIVERY
    1. GI shall supply the Deliverables in question to the delivery location set out in the Contract Details, unless otherwise agreed in writing.
    2. Delivery shall be completed upon arrival of the Deliverables at the delivery location.
    3. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence.
    4. If the Customer fails to accept or take delivery of the Deliverables when rendered, GI shall store the Deliverables until delivery takes place and, except where such failure is the result of GI’s wrongful act or omission, may charge the Customer for all costs and expenses incurred by GI in so doing (including the cost of insurance). Without limiting any right or remedy to which GI may be entitled, GI will use commercially reasonable endeavours to contact the Customer to re-arrange any failed delivery.
    5. GI may deliver the Deliverables 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 terminate the Contract or cancel any instalment of the Deliverables.
    6. If the Deliverables include the provision of any goods in which title is to pass to the Customer:
      1. risk in the goods shall pass to the Customer on completion of delivery or, if earlier, when GI receives payment in full (in cash or cleared funds) for the goods;
      2. title to the goods shall pass to the Customer upon the receipt by GI in cleared funds of payment for the goods in question;
      3. until title to the goods has passed to the Customer, the Customer shall maintain the goods in satisfactory condition and keep them insured against on an “all risks” basis for their full replacement value from the date of delivery. The Customer shall in addition notify GI immediately if the Customer becomes subject to any Termination Event, and give to GI such information relating to the goods as it may require from time to time;
      4. subject to Clause 3.6(e), the Customer may use the goods in the ordinary course of business (but not otherwise) before GI receives payment for them, but shall not dispose of the same in any manner nor charge or encumber them in any way; and
      5. if, before title to the goods passes to the Customer, the Customer becomes subject to any Termination Event, then, without limiting any other right or remedy that GI may have, the Customer’s right under Clause 3.6(d) ceases immediately and GI may at any time require the Customer to deliver up all goods in the Customer’s 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 and to the extent that the Customer does not control these premises the Customer will procure for GI the right to do so.
  4. QUALITY
    1. GI warrants that on delivery the Deliverables shall:
      1. conform in all material respects with their description;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. The Customer must inspect the Deliverables immediately following delivery and notify GI if any of those Deliverables do not comply with the warranty set out at Clause 4.1. Subject to Clause 4.3, GI shall, at its option, repair or replace any non-conforming Deliverables, or refund the price of the non-conforming Deliverables in full or in part if:
      1. the Customer gives notice in writing within 48 hours of delivery that some or all of the Deliverables do not comply with the warranty set out in Clause 4.1;
      2. GI is given a reasonable opportunity of examining such Deliverables; and
      3. the Customer (if asked to do so by GI) returns such Deliverables to the GI’s place of business at the Customer’s cost.
    3. GI shall not be liable for the failure of the Deliverables to comply with the warranty in Clause 4.1 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.2;
      2. the defect arises because the Customer failed to follow GI’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good trade practice;
      3. the defect arises as a result of GI following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Deliverables without the written consent of GI;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Deliverables differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    4. Except as provided in this Clause 4, GI shall have no liability to the Customer in respect of any failure of the Deliverables to comply with the warranty set out in Clause 4.1.
    5. The terms of these Conditions shall apply to any repaired or replacement Deliverables supplied by GI.

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