Customer Services Agreement Interserve FS (UK) Limited

Transcription

1 Customer Services Agreement Interserve FS (UK) Limited Customer Registered Name Customer Registered Address Customer Registered Number Customer Address for Invoicing/ Notice (if different to registered address) Premises (location(s) where Services are to be provided - refer to relevant schedule number if necessary) Commencement Date (date on which the Agreement is to start) Initial Term (for the purposes of clause 14.1) Mobilisation Period (for the purpose of clause 5.3) Payment terms for Mobilisation Fee (if different to clause 5.3) Payment Terms (if different to clause 5) Shall commence on [insert date] and end on [insert date] (delete if not applicable) Materials Formula (if different to the formula in clause 9.2) The parties acknowledge that the attached Terms and Conditions and this Customer Service Agreement form the agreement between the parties Signed by the Customer Dated Signed by Interserve FS (UK) Limited Dated Revision 004:

2 1. INTERPRETATION 1.1 Definitions. In these Conditions, the following definitions apply: Ad Hoc Services: means additional services required on a temporary or one off basis to meet a particular purpose and ordered in accordance with clause 6. Ad Hoc Services Price List: means the price list set out as such in Schedule 2. Agreement: the contract between Interserve and the Customer for the supply of Services in accordance with these Conditions, the Customer Service Agreement, the Schedules and any other document referred to in such documents. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5, and as set out in Schedule 2 (or the Proposal, if Schedule 2 is blank). Commencement Date: as set out in the Customer Service Agreement. Conditions: these terms and conditions as amended from time to time in accordance with their terms. Customer: as set out in the Customer Service Agreement. Customer Equipment: means any equipment to be provided by the Customer as set out in Schedule 1. Customer Service Agreement: the document set out at the front of these Terms and Conditions. Employee Liability Information: has the meaning given to it in Regulation 11 of the TUPE Regulations. Initial Term: as set out in the Customer Services Agreement. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Interserve: Interserve FS (UK) Limited; company number: ; registered office: Capital Tower, 91 Waterloo Road, London, SE1 8RT. Materials Formula: as set out in the Customer Services Agreement. Missing Transferring Employees: has the meaning given to it in clause 7.3 Mobilisation Fee: means the fee set out as such in Schedule 2. Mobilisation Period: means the period set out in the Customer Services Agreement (if applicable). National Living Wage: means the national living wage that the government introduced to commence in 2016 and which will be increased thereafter. 2

3 Premises: the locations at which the Services are provided, as set out in the Customer Services Agreement. Proposal: any proposal document provided by Interserve to the Customer. Replacement Provider: any provider of services substantially equivalent to or capable of being a substitute for all or part of the Services appointed by the Customer to provide such part or all of the Services where the contract for those Services with Interserve has been terminated whether through effluxion of time or otherwise. Returning Employees: means those employees whose employment shall transfer from Interserve or any subcontractor of Interserve to the Customer or Replacement Provider on the Return Transfer Date. Return Transfer Date: the date on which the Returning Employees shall transfer their employment to the Customer or a Replacement Provider in accordance with the TUPE Regulations on the expiry or earlier determination of this Agreement. Services: the services supplied by Interserve to the Customer as set out in Schedule 1 (or the Proposal, if Schedule 1 is blank). Specification: the description or specification of the Services set out in Schedule 1 (or the Proposal, if Schedule 1 is blank). TUPE Regulations: the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended from time to time. Transfer Date: the date on which the given Transferring Employees and/or Missing Transferring Employees shall transfer their employment to Interserve (or any sub-contractor of Interserve) in accordance with the TUPE Regulations on or after the Commencement Date. Transferring Employees: means those employees set out in Schedule 3 whose employment shall transfer to Interserve or any subcontractor of Interserve on or after the Commencement Date in accordance with the TUPE Regulations. 1.2 Construction. In these Terms and Conditions, the following rules apply: (d) (e) (f) (g) (h) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); words in the singular include the plural and vice versa and words of any gender include every other gender a reference to a party includes its successors or permitted assigns; a reference to a clause or Schedule are, unless otherwise provided, references to a clause of or a schedule to this Agreement; clause and schedule headings shall not affect the interpretation of this Agreement; a reference to a statute or statutory provision or directive of the Council of European Union is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it; in the event of conflict or ambiguity between these Conditions and any terms contained in the Schedules, these Conditions shall prevail; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 3

4 (i) a reference to writing or written includes faxes. 2. BASIS OF CONTRACT 2.1 This Agreement shall commence on the Commencement Date and shall expire, terminate or be extended in accordance with clause In the event that Interserve commences provision of the Services before the parties have signed this Agreement, these Conditions shall be binding on the parties unless and until the Agreement is terminated in accordance with these Conditions or the parties authorised representative both sign a different set of terms and conditions in relation to the Services. 2.3 All Proposals, orders and requests for and relating to the Services are subject to these Conditions and are accepted and executed by Interserve on the understanding that the Customer is bound by these Conditions. 2.4 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Interserve which is not set out in the Agreement. 2.5 This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate (including those contained on any purchase order issued by the Customer), or which are implied by trade, custom, practice or course of dealing. 2.6 Any samples, drawings, descriptive matter or advertising issued by Interserve, and any descriptions or illustrations contained in Interserve's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force. 3. SUPPLY OF SERVICES 3.1 Interserve shall supply the Services to the Customer using reasonable skill and care, and (where applicable) in accordance with the Specification in all material respects and subject to the terms and conditions of this Agreement; using appropriately experienced, qualified and trained personnel; and in compliance with all applicable laws. 3.2 Any dates for performance shall be estimates only and time shall not be of the essence for performance of the Services. 3.3 Interserve may make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. Interserve will give the Customer reasonable notice of such change. 4. CUSTOMER'S OBLIGATIONS 4.1 The Customer shall:- provide Interserve, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Interserve to provide the Service; 4

5 provide Interserve with such information and materials as Interserve may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and ensure that there are suitable and safe supplies of all things necessary for Interserve to properly perform the Services, including appropriate supplies of hot and cold water, light, power and secure storage. 4.2 If Interserve is prevented or delayed from performing its obligations by any act or omission by the Customer, or failure by the Customer to perform any obligation, then Interserve shall not be liable for any costs or losses incurred by the Customer arising directly or indirectly from such failure or delay of Interserve. 5. CHARGES AND PAYMENT 5.1 Interserve shall invoice the Customer one twelfth of the annual value of the Charges monthly in advance on the first Business Day of each month unless set out otherwise in the Customer Service Agreement. 5.2 At the end of each month Interserve shall invoice the Customer for all Ad Hoc Services carried out in that month. Such invoice shall be accompanied by substantiating documentation necessary to satisfy the Customer (acting reasonably) that the sums shown in the invoice are accurate. 5.3 Interserve may invoice the Customer the Mobilisation Fee prior to commencement of the Mobilisation Period unless set out otherwise in the Customer Service Agreement. 5.4 The Customer shall pay each invoice within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by Interserve from time to time. Time for payment shall be of the essence of this Agreement. 5.5 Interserve may increase the Charges and Ad Hoc Services Price List: If there is an increase in the direct labour cost or other costs to Interserve in providing the Services resulting from additional employment liabilities or changes in legislation including but not limited to changes to National Insurance Contributions, pension contributions, National Minimum Wage, National Living Wage and/or the apprenticeship levy. Where this occurs Interserve may increase the Charges and Ad Hoc Services Price List pro rata by giving written notice to the Customer; and/or on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index (RPI) (or such other Index as specified in the Customer Services Agreement). The first such increase shall take effect at the beginning of the second year of this Agreement and shall be based on the latest available figure for the percentage increase in RPI (unless specified otherwise in the Customer Services Agreement) at the beginning of the last month of the previous year. 5.6 All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax (VAT). The Customer shall be liable for VAT at the prevailing rate in addition to all amounts payable under this Agreement. 5.7 Except in respect of VAT (unless and to the extent that clause 5.6 applies), any other duties, taxes or charges (whether direct or indirect in nature) which may be imposed on the Customer or Interserve as a result of legislative or other changes in taxation shall be borne by the Customer. 5

6 5.8 Interserve reserves its rights to claim interest and judgment costs under the Late Payment of Commercial Debts (Interest) Act In the event that the Customer disputes the amount due on an invoice then the parties shall follow the dispute resolution procedure set out in clause The undisputed element of any invoice shall be paid in accordance with clause AD HOC SERVICES 6.1 The Customer may request Interserve to provide Ad Hoc Services. 6.2 Interserve shall respond to a request for Ad Hoc Services within 5 (five) Business Days and shall have the right to refuse to carry out the Ad Hoc Services on reasonable grounds. 6.3 The Ad Hoc Services shall be priced in accordance with the price list set out in Schedule 2 (Ad Hoc Services Price List) which shall be varied in accordance with clause PERSONNEL 7.1 The Customer may only request the removal of any employee of Interserve or an Interserve sub-contractor from the Service where such request (including the associated reasons) is in writing, is provided on reasonable and lawful grounds and enables Interserve to follow reasonable Human Resource policies and procedures before requiring such removal. 7.2 The Customer warrants the completeness and accuracy of the Employee Liability Information in relation to the Transferring Employees and shall indemnify Interserve against all losses (including any additional employment costs, dismissal costs and resultant liabilities) arising from any and all inaccuracies or missing data. 7.3 If, by operation of any law the contract of employment of any person other than the Transferring Employees takes effect as if originally made with Interserve (the Missing Transferring Employees), the Customer shall indemnify Interserve against all losses (including any additional employment costs, dismissal costs and resultant liabilities arising from any such inaccuracies) in respect of such person(s). 7.4 The Customer shall be responsible for and shall indemnify Interserve and/or an Interserve sub-contractor in relation to any and all costs, claims, liabilities and expenses incurred or suffered in respect of payments due to Transferring Employees and/or Missing Transferring Employees (including without limitation all wages, bonuses, holiday entitlement, PAYE and National Insurance contributions and pension contributions) which are attributable in whole or in part to the period prior to the relevant Transfer Date. Such indemnity shall extend to any claims arising from the employment relationship including but not limited to any claims relating to unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of race, sex, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions of wages, loss of earnings, industrial or personal injury or otherwise relating to the employment and which results from any act, fault or omission while such Transferring Employees and/or Missing Transferring Employees were employed prior to the relevant Transfer Date. 7.5 Prior to the expiry of the Agreement and in accordance with the TUPE Regulations, Interserve shall provide to the Customer all relevant Employee Liability Information and shall warrant the completeness and accuracy of such information at the date it is required to be provided in accordance with the TUPE Regulations. 6

7 7.6 Interserve and/or an Interserve sub-contractor shall be responsible for all payments in respect of the Returning Employees (including without limitation all wages, bonuses, holiday entitlement, PAYE and National Insurance contributions and pension contributions) which are attributable to the period of employment by Interserve or an Interserve sub-contractor between the Transfer Date and the Return Transfer Date and Interserve and/or Interserve sub-contractor will indemnify the Customer against any costs, claims, liabilities and expenses incurred or suffered in respect of the same. Such indemnity is to extend to any claims arising from the contract of employment including but not limited to any claims relating to unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of race, sex, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deduction of wages, loss of earnings, industrial or personal injury or otherwise relating to the employment and which results from any negligent act, fault or omission attributable to Interserve or an Interserve sub-contractor from the relevant Transfer Date (if applicable) to the relevant Return Transfer Date. 7.7 The Customer shall be responsible for all payments in respect of the Returning Employees (including without limitation all wages, bonuses, holiday entitlement, PAYE and National Insurance contributions and pension contributions) starting from the Return Transfer Date and the Customer will indemnify Interserve and/or an Interserve sub-contractor against any and all costs, claims, liabilities and expenses incurred or suffered in respect of the same. Such indemnity is to extend to any claims arising from the contract of employment including but not limited to any claims relating to unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of race, sex, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions of wages, loss of earnings, industrial or personal injury or otherwise relating to the employment and which results from any act, fault or omission attributable to the Customer or any Replacement Provider from the Return Transfer Date. 8. SITE CLOSURE 8.1 The Customer will indemnify and hold harmless Interserve against any payments properly due to the employees of Interserve in respect of contractual notice and redundancy arising as a result of the closure (in whole or in part) of the Customer s Premises whether on termination or otherwise. For the avoidance of doubt, this clause does not give the Customer a right to terminate the Agreement in the event of closure of the Premises. 8.2 Interserve will use reasonable endeavours to mitigate any contractual notice and redundancy payments due to employees as a result of closure of the Premises (or any other location at which the Services are provided). 8.3 The Customer shall inform Interserve as soon as reasonably practicable of any pending or potential closure of its Premises (or any other location at which the Services are provided). 9. MATERIALS AND EQUIPMENT 9.1 Interserve shall provide such materials as set out in the Schedule Interserve will supply all machinery and equipment where required (Equipment), for the proper performance of the Service. If this Agreement is terminated for whatever reason (whether in respect of one, or more Premises) Interserve shall have the option to require the Customer to purchase the Equipment that relates to those Premises (either itself or via the Replacement Provider) at the cost set out in the Materials 7

8 Formula or, where no such cost is set out in the Materials Formula at the cost set out in the following formula: S = (C / Y) x (Y-M) Where S means the sum due from the Customer to Interserve C means the cost of the equipment to be depreciated on a straight line basis over the number of months set out in Y M means the number of months for which Interserve has been paid the Charges in full during the period that the given piece of equipment has been available for use at the Premises Y means the number of months during which the given piece of equipment is agreed to be depreciated over, which, unless agreed otherwise in writing, shall be 36months 9.3 The Customer shall maintain the Customer Equipment in good repair and safe condition unless stated otherwise in the Schedules. 9.4 The Customer shall be liable to promptly replace any Customer Equipment that Interserve is reliant upon to deliver the Services and that Interserve advises the Customer at any time it is beyond its economic life. 10. HEALTH AND SAFETY 10.1 Prior to the commencement of the Services (and as reasonably requested from time to time by Interserve) the Customer shall supply Interserve with all such information as shall be necessary to ensure that the Services can be safely and properly performed Interserve reserves the right to temporarily suspend or refuse to carry out the Services if, in its reasonable opinion, it is a risk to the health & safety of its personnel to do so. If such risk is caused by any act or omission of the Customer, the Charges will continue to be payable during the period of suspension Security The Customer shall inform Interserve of any security requirements and procedures at the Premises and shall be responsible for making any necessary arrangements (including provision of passes, permits and keys to Interserve) to enable Interserve to comply with such security requirements and procedures. If Interserve loses any passes, permits and/or keys its liability shall be limited to the actual cost of replacement of such passes, permits or keys. 11. INTELLECTUAL PROPERTY RIGHTS 11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Interserve Interserve hereby grants the Customer a royalty-free, non-exclusive, licence to use its Intellectual Property Rights to enable it to receive the benefit of the Services during the term of this Agreement. 8

9 12. CONFIDENTIALITY 12.1 A party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it (Receiving Party) by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain (Confidential Information). The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under this Agreement Neither party will be under any obligation to keep confidential any Confidential Information that it can demonstrate: (d) is in the public domain other than as a result of being disclosed in breach of this Agreement; or was received from a third party whom, as far as the Receiving Party was reasonably aware, was not under any obligation of confidence in respect of the information; or was known to the Receiving Party before the date of this Agreement and the Receiving Party was not under any obligation of confidence at that time; or is required to be disclosed by Law, regulation or court order provided that the disclosure does not exceed that which is required This clause 12 shall survive termination of the Agreement. 13. LIMITATION OF LIABILITY 13.1 Nothing in this Agreement shall limit or exclude Interserve's liability for death or personal injury caused by its negligence; or fraud or fraudulent misrepresentation; or any other liability which Interserve cannot legally limit or exclude Subject to clause 13.1, the following sets out Interserve s total liability arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise:- Interserve shall only be liable for direct loss or damage to property. Interserve shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following losses: (i) (ii) direct or indirect loss of profits, business opportunities, revenue or damage to goodwill or any indirect or consequential loss arising under or in connection with the Agreement. Interserve's total liability to the Customer in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lower of:- (i) (ii) 3 times the value of the annual Charges; and 1,000,000 (one million pounds). 9

10 13.3 The limit on Interserve s liability referred to in clause 13.2 shall, save as expressly set out in that clause and subject to clause 13.1, apply to any and all claims made and/or proceedings brought by the Customer whatsoever against Interserve and all costs, losses, damages, expenses and liabilities of whatever nature sustained, incurred or recoverable by the Customer from Interserve, including, without limitation: (i) (ii) (iii) under or in connection with any provision of this Agreement; for any and all breaches of contract or statutory duty by Interserve; and/or in respect of any representation, statement or tortious act or omission, including negligence, by Interserve arising under or in connection with this Agreement The Customer shall not be entitled to make any claim against Interserve, its officers or employees unless it gives Interserve written notice of the event giving rise to such claim, containing sufficient information for it to be identified and investigated by Interserve within 14 days of the date upon which the Customer becomes aware or ought reasonably have become aware of the occurrence of such event (the Notification Due Date ). The Customer shall indemnify Interserve against all costs, claims, losses, damages or expenses (including without limitation reasonable legal expenses) Interserve may incur or suffer where the Customer fails to notify Interserve of any such claim by the Notification Due Date Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement Interserve will have in place: Public liability insurance in the amount of the liability cap set out in clause 13.2 Employer s liability insurance in the amount of the statutory minimum This clause 13 shall survive termination of the Agreement. 14. TERMINATION 14.1 Subject to the remaining provisions of this clause 14 the Agreement will commence on the Commencement Date and continue for the period of the Initial Term The parties may extend the term of this Agreement by written agreement Either party may terminate the Agreement with immediate effect by giving written notice to the other party if: the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 10

11 (d) (e) (f) (g) (h) (i) (j) (k) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3 to clause 14.3(g) (inclusive); the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation Either party may terminate the Agreement by giving the other party three (3) month s prior written notice at any time after the first anniversary of the Commencement Date Without limiting its other rights or remedies, if the Customer becomes subject to any of the events listed in clause 14.3 to (j), or Interserve reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Agreement on the due date for payment, Interserve shall have the right to: suspend provision of the Services under the Agreement or any other contract between the Customer and Interserve; and/or amend the payment terms at its discretion Without limiting its other rights or remedies, Interserve may terminate or suspend the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment. 11

12 15. CONSEQUENCES OF TERMINATION 15.1 On termination of the Agreement for any reason: (d) (e) the Customer shall immediately pay to Interserve all of Interserve's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Interserve shall submit an invoice, which shall be payable by the Customer immediately on receipt. Where a whole month has not been complete, any Charges due shall be calculated on a pro-rata basis; the Customer shall return all materials and/or Equipment belonging to Interserve. If the Customer fails to do so, then Interserve 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 Agreement; the provisions of clause 9.2 shall apply; the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and clauses which expressly or by implication have effect after termination shall continue in full force and effect Where the Customer terminates the Agreement pursuant to clause 14.4 or where Interserve terminates the Agreement pursuant to clauses 14.3 or 14.5 the Customer shall: be liable for all losses reasonably incurred by Interserve s as a direct result of such termination. Such loss shall include payments properly due to the employees of Interserve in respect of contractual notice and redundancy arising as a result of the termination of the Agreement (if applicable); and indemnify Interserve on demand and hold it harmless in relation to all losses, actions, claims, demands, costs, charges and expenses arising out of any action or claim by any person whose contract with Interserve or any sub-contractor of Interserve is terminated as a result of termination of Interserve s employment. 16. GENERAL 16.1 Force majeure: For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of Interserve including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Interserve or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Interserve suppliers or subcontractors. Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event. If the Force Majeure Event prevents a party from complying with its obligations under the agreement for more than 2 weeks, either party shall, without limiting its 12

13 other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the other party Assignment and subcontracting: Interserve may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent. The Customer shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of Interserve (such consent not to be unreasonably withheld or delayed) Notices: Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action, which shall instead be served on the registered address. For the purposes of this clause, "writing" shall not include s and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by Waiver: A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law Severance: If a court or any other competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. 13

14 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable Anti Bribery Both Parties will: (d) Comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ( Relevant Requirements ) Have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including, but not limited to, adequate procedures under the Bribery Act 2010 to ensure compliance with Relevant Requirements and will enforce them where appropriate. Promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of the Agreement; and Immediately notify the other party (in writing) if a foreign public official becomes its officer or employee or acquires a direct or indirect interest in that party Data Protection: Both parties agree to ensure they will each comply with the provisions and obligations imposed by the Data Protection Act 1998 in the storing, dating and processing of personal data, and all personal data acquired by either party from the other shall be returned to the disclosing party on request. Each party agree to indemnify the other party in respect of unauthorised disclosure of personal data by that party No partnership: Nothing in this Agreement is intended to create a partnership or legal relationship of any kind that would impose liability on one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other party. Neither party shall make representations, act in the name of, on behalf of or otherwise bind the other party Third parties: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement Variation: Except as set out otherwise in this Agreement and in below, any variation to this Agreement shall only be binding when agreed in writing and signed by both parties. Interserve shall be entitled to change any provision(s) of this Agreement where it is necessary to do so due to a change in law or regulation which impacts upon this Agreement. The Customer shall be liable for any redundancy or other reasonably incurred change costs associated with a variation save where specifically agreed otherwise in the given variation document Dispute Resolution 14

15 If any dispute or difference of any kind whatsoever shall arise between the parties in connection with or arising out of this Agreement or the carrying out of the Service, it shall be dealt with in accordance with the following procedure; The authorised representatives for both parties shall first attempt to resolve the dispute amicably and in good faith; If within the following 5 working days the dispute remains unresolved, either party may refer the matter to a Director of both parties for resolution. Failing agreement under clause 16.11, the parties may refer the dispute for mediation in accordance with CEDR. Interserve reserves the right to pursue a civil action to resolve any outstanding debt notwithstanding this clause Governing law and jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement This Agreement has been entered into on the date stated at the beginning of it. 15

16 Schedule 1 Services and Specification [To be agreed] 16

17 Schedule 2 Charges, Ad Hoc Services Price List and Mobilisation Fee [To be agreed] 17

18 Schedule 3 Transferring Employees Employee Liability Information 18