Terms & Conditions

1.1  Contract – these terms and conditions and the document agreed between the partiessetting out the Specification of Services and/or Deliverables, any agreed timescales,Site(s) and Charges.

1.2  Charges – the charges agreed between the parties for the Services and/orDeliverables.

1.3  Deliverables – any goods and materials to be supplied under the Contract, set out inthe Specification.

1.4  Intellectual Property – any intellectual property rights including without limitationpatents, registered and unregistered trademarks and service marks, registered designs, utility models, design rights, copyright and any application to register any of the same and any other rights in the nature of intellectual property in the UK or elsewhere in the world, and including the right to bring, oppose and appeal proceedings in respect of alleged infringement.

1.5  The One Off – The One Off Melbourne Ltd (registered in England under company number 05334974) of 28-30 Derby Rd, Melbourne, Derby DE73 8FF.

1.6  Services – any services set out in the Specification.

1.7  Site(s) – The One Off’s site or sites, or such other location(s) (which may include thoseof direct or indirect clients of The One Off), as may be designated in the Contract at which the Services are to be provided and/or the Deliverables to be delivered or installed / commissioned.

1.8  Specification – the specification of the Services and/or Deliverables to be provided under the Contract, set out in writing and agreed by both parties.

1.9  Supplier – the person, firm or company with whom The One Off contracts.

1.10  Warranty Period – the period of 24 months from the date of provision of any Servicesand/or delivery or installation/commissioning of any Deliverables under the Contract.

2.1  The Supplier agrees to supply the Services and/or Deliverables to The One Off and The One Off agrees to pay the Charges in accordance with the terms of the Contract.

2.2  These terms and conditions shall apply to all current and future contracts and/or orders which may be placed by The One Off with the Supplier, whether for Services, Deliverables or any other matter and any combination of the same, to the exclusion of all other terms and conditions including any terms and conditions which the Supplier may purport to apply under any tender, quotation, order acceptance or other document, whether before the date of this Contract or at any time in the future andwhether associated with any particular order or not.

2.3  This Contract shall not give the Supplier any exclusivity of supply and The One Offshall be at liberty to place orders with other suppliers at any time.

2.4  Any tender or quotation submitted by the Supplier to The One Off shall be subject to these terms and conditions, shall be valid and binding for not less than 60 days andshall not be revocable.

2.5  Delivery of the Services and/or Deliverables by the Supplier shall be deemedconclusive evidence of the Supplier’s acceptance of the Contract.

2.6  The One Off shall not be obliged to provide any information, services or facilities except when specifically agreed in writing as part of the Contract, and may raise areasonable charge for such provision.

2.7  The Supplier may not employ sub-contractors to carry out any part of its obligationsunder the Contract, nor assign its rights or obligations under this Contract to any other party, without the prior written consent of The One Off. The One Off may employ sub- contractors and may assign its rights and obligations under this Contract, or any part of them, to another party at its discretion.

2.8  No contract shall be concluded between The One Off and the Supplier on these terms or otherwise except by authority of a duly authorised representative of The One Off.

2.9  Any variation of the Contract (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised representative of The One Off.

2.10  Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

3.1 The Supplier will provide The One Off with such information, material, guidance and such answers to queries, decisions and approvals as may reasonably be required or requested in relation to the Services and/or Deliverables to be supplied under the Contract. The Supplier is responsible for ensuring that such material and answers are accurate and complete.

3.2 The Supplier is responsible for specifying in the Contract any special requirements for the Site, including access and Site preparation requirements, and for notifying those to The One Off in sufficient time for any necessary works to be conducted.

3.3 The Supplier will obtain all necessary licences, approvals, accreditations or authorities which may be needed in connection with the Services and/or Deliverables and will comply with all applicable laws and regulations, both in English law and (if applicable) in the jurisdiction to which the Services and/or Deliverables are to be supplied or used.

3.4 The Supplier is responsible for compliance with any legislation and any legal and regulatory requirements and codes associated with provision of Services or the delivery or installation/commissioning of Deliverables, and for advising and informing The One Off about associated safe usage and practices.

3.5 On attendance by the Supplier or any of its staff, contractors or other representatives at any Site, whether for the provision of Services or the delivery or installation/commissioning of Deliverables or otherwise;-

• 3.5.1 the Supplier is responsible for ensuring that all such parties comply with any and all procedures and policies of The One Off or the Site owner or manager which may be applicable to such Site, including without limitation policies concerning security, health and safety and access, provided such policies have been notified to the Supplier;
• 3.5.2 where so required, the Supplier will procure at its own expense, identity cards for all of its staff, contractors or other representatives who are authorised and competent to attend any Site on its behalf in a form prescribed by or acceptable to The One Off, compliant with any rules The One Off may apply from time to time, but in any event making reference to The One Off and bearing the name and photograph of the holder. The Supplier will if so requested, provide The One Off with a list of its authorised representatives, will keep such list up to date periodically and will remove from that list, any representative to whom The One Off may give written notice of objection from time to time.

3.6 The Supplier shall in any event comply with any other procedures and policies of The One Off which have been notified to it, including without limitation any policies on anti- bribery and corruption and modern slavery.

3.7 The Supplier shall be responsible for providing all equipment, vehicles, tooling and other material necessary for its performance of the Contract at its own expense, except to the extent recorded expressly in the Contract.

3.8 Where applicable, the Supplier will co-operate with The One Off in any process of acceptance-testing or approval of any Deliverables.

3.9 The Supplier will procure compliance by any of its group companies and its staff, contractors or other representatives engaged in providing Services and/or Deliverables, with the terms of this Contract.

3.10 The Supplier will make use only of such of its employees and representatives as are suitable skilled, experienced and qualified. The One Off may notify the Supplier that it requires particular individuals to be included in or excluded from such provision from time to time.

4.1 At any time, The One Off may in writing request changes to any part of the Specification of any Services and/or Deliverables provided under the Contract. The Supplier may propose beneficial changes in writing to The One Off.

4.2 On receipt of any change request or on making any change proposal, the Supplier will notify The One Off within 3 working days of such request (or sooner if so requested in urgent cases) of any incremental cost and/or delay associated with such changes, which shall in any event be in compliance with the Supplier’s normal work rates and/or list prices and shall be no more than is reasonable in any event. On receipt of such information, The One Off will advise the Supplier in writing whether or not it wishes to proceed with them.

4.3 The Supplier shall not make any changes to any Specification contained in any Supply Contract, nor raise any charges additional to the Charges for doing so, without the prior written consent of The One Off in accordance with clause 4.2.

5.1 The Charges shall be agreed between the parties in writing in the Contract before provision of the Services and/or delivery or installation/commissioning of the Deliverables, and shall in any event not exceed the Supplier’s normal work rates and/or list prices and shall be no more than are reasonable in any event.

5.2 The Supplier shall not increase the Charges under the Contract in any event, except by written agreement of The One Off in accordance with clause 4.

5.3 The Charges shall represent the whole of the charges which may be levied by the Supplier in respect of the Services and/or Deliverables, except where agreed expressly in writing to the contrary.

5.4 Subject to contrary written agreement in the Contract, including any agreed stages or milestones, the Supplier may raise invoices on completion of the Services and/or delivery or installation/commissioning of the Deliverables, subject in each case where applicable to prior written notification by The One Off of approval and acceptance of the Services and/or Deliverables concerned.

5.5 If complaints are notified to the Supplier or if any part of the Charges is contested on any grounds, the Supplier shall not invoice such part of the Charges as relates to the complaint or such part as is contested, and if such sums have already been invoiced, time for payment shall be suspended, in each case until the complaints have been rectified or the contested sum has been resolved, in either case to the reasonable satisfaction of The One Off.

5.6 Invoices shall be sent to The One Off’s address recorded in this Contract unless otherwise agreed and shall state any relevant purchase order number.

5.7 Subject to clause 5.5, all Charges will be payable by The One Off within 60 days after the date of receipt of an accurate and timely invoice which is compliant with this Contract and any other invoicing procedures of the One Off in all respects.

5.8 The Charges are exclusive of VAT except where stated to be inclusive.

5.9 The Charges include any and all expenses incurred by the Supplier in the provision of any Services and/or the delivery or installation/commissioning of any Deliverables, including any travel and subsistence expenses of the Supplier’s staff, any third party charges, and any carriage, packing and insurance of any Deliverables (in the case of insurance, until risk passes under clause 6).

5.10 Invoices shall be raised and payable in £Sterling, save where agreed to the contrary in the Contract. In the event of The One Off agreeing to an invoice being raised in a currency other than £Sterling, The One Off reserves the right at its discretion to adjust the Charges on receipt of invoice, in the event that the exchange rate between the currency concerned and £Sterling has varied by more than 2.5% to its detriment between the date the Charges were originally quoted or agreed, and the invoice date.

5.11 The One Off may set-off any sums due from the Supplier, whether under this Contract or any other contract or otherwise (including any VAT applicable), the cost of any Services and/or Deliverables rejected by The One Off and the cost of correcting any unremedied complaints, against any unpaid invoice or invoices raised by the Supplier under the Contract or otherwise.

5.12 If The One Off fails to make any payment within the time specified in this Contract, then provided the Supplier has first given The One Off not less than 14 days prior written notice of its intention to do so, and except to the extent that such sums have been discharged within that period, the Supplier may charge The One Off interest (both before and after any judgment) on the amount unpaid at the simple rate of 3% per annum until payment is made.

5.13 If the Charges or any part of them are calculated on a “day rate”, “time and materials” or “cost plus” basis or similar, the Supplier shall provide to The One Off, access to such documents and information in the Supplier’s possession or under its control as is necessary to enable The One Off to satisfy itself that the amount charged by the Supplier is properly and correctly charged in accordance with the Contract.

6.1 Any Deliverables shall be at the Supplier’s risk until delivery or installation/commissioning to the Site(s) and acceptance in accordance with the Contract and thereafter at The One Off’s risk save for damage caused to the Deliverables by any negligent or careless act of the Supplier or any of its staff or sub- contractors and the Supplier will be responsible for insuring the Deliverables until the time risk passes.

6.2 Title in the Deliverables shall pass to The One Off at the time of delivery to or installation/commissioning at the Site(s). Title to any packaging shall pass with title to the Deliverables.

6.3 The Deliverables and their packaging shall be marked with The One Off’s order number, where applicable. All items shall be packed and protected to prevent damage in transit and so as to facilitate off-loading where necessary.

6.4 No signs, advertisements, makers’ names or trademarks shall be included on any Deliverables or on any other material unless agreed by The One Off in advance in writing.

6.5 The One Off shall at all reasonable times have access to the premises of the Supplier and any approved sub-contractors to monitor progress and carry out inspections.

6.6 The Supplier will be responsible at its own cost for the delivery or installation/commissioning of the Deliverables to or at the Site(s), unless expressly agreed to the contrary in the Contract.

6.7 The One Off shall not be obliged to take delivery of any Deliverables if the quantity delivered is greater or less than that contained in the Specification, and may at its discretion;-

• 6.7.1 reject such Deliverables;
• 6.7.2 require the Supplier to make up any shortfall or adjust the Charges pro rata to the discrepancy.

6.8 The Supplier shall be liable for loss or damage to any Deliverables in transit.

6.9 Where applicable, the Supplier shall be responsible for complying with any legislationor regulations governing the importation of any Deliverables into the country of destination and for the payment of any duties on them

7.1 All rights to;-

• 7.1.1 bespoke Intellectual Property arising in the course of or as a consequence of
  the Supplier providing Services and/or Deliverables to The One Off, shall be assigned automatically to The One Off with full title guarantee from the point of creation of such rights;
• 7.1.2 existing non-bespoke Intellectual Property owned by the Supplier before the date of this Contract, shall remain the property of the Supplier, provided that the Supplier shall identify such Intellectual Property in writing in the Contract, and shall also grant to The One Off an irrevocable and indefinite, royalty-free, non- exclusive licence of all such Intellectual Property rights to the extent that the same may be necessary for The One Off to make unrestricted use of the Services and/or Deliverables which the Supplier provides, including the right to supply such Services and/or Deliverables to The One Off’s own clients.

7.2 Any intellectual property rights in any designs or specifications produced by The One Off for the purpose of the Contract shall remain the property of The One Off.

7.3 If the Supplier is supplying Deliverables, Services or software in which the Intellectual Property rights belong to a third party, it shall disclose that expressly in writing in the Contract, and the Supplier then undertakes to obtain and pass on to The One Off a written irrevocable and indefinite, royalty-free, non-exclusive licence from the relevant licensor (being the owner of such Intellectual Property rights or a suitably authorised licensee of the same) on such terms as may be necessary for The One Off to make unrestricted use of such Deliverables, Services and/or software which the Supplier provides, including the right to supply such Deliverables, Services and/or software to The One Off’s own clients.

7.4 Any samples, specifications, drawings, designs and tooling produced in relation to the Contract, and all Intellectual Property in such material, shall belong to The One Off. The Supplier shall immediately on request deliver such material to The One Off and if it fails to do so, The One Off is hereby granted an irrevocable licence to enter the Supplier’s premises to remove it.

7.5 The Supplier warrants to The One Off that the Intellectual Property rights to be assigned or licensed to The One Off pursuant to this Contract;-

• 7.5.1 are owned by the Supplier legally and beneficially and without encumbrance;
• 7.5.2 are not subject to any third party claim or challenge which is known to the
  Supplier; and
• 7.5.3 shall be free of all third party claims of ownership or attribution, save as expressly disclosed under clause 7.3;
  • and the Supplier shall indemnify The One Off and its officers and employees severally against and from any actions, liabilities, claims, demands, proceedings, losses, damages, expenses, costs (including legal and other professional costs on a full indemnity basis), fees, charges, whatsoever or howsoever arising out of or in connection with any breach of these warranties, of the Supplier’s other obligations under clause 7 and any claim by any third party that use or exploitation of the Intellectual Property rights by The One Off or by any party authorised to do so by The One Off infringes the rights of such third party.

7.6 The Supplier waives (or where applicable, will procure the waiver of) any moral rights arising in any jurisdiction to the Intellectual Property passing to The One Off under this Contract.

7.7 If and for so long as legal title to any Intellectual Property which is intended to pass to The One Off, shall fail automatically to belong to The One Off by virtue of this clause 7, the Supplier shall hold such Intellectual Property on trust for The One Off absolutely, and shall immediately at The One Off’s request execute or procure the execution of any document required by The One Off to vest in it the full legal title to such Intellectual Property and to enable The One Off (or its nominee) to enjoy the benefit of such Intellectual Property.

7.8 This clause 7 shall survive termination of the Contract.

8.1 The Supplier will meet any agreed timescales set out in the Contract including any start date, date of delivery or installation/commissioning, completion date, stage or milestone dates, target response times and any other timescales set out in the Contract including those imposed by any service level parameters or any key performance indicators, in each case whether relating to the provision of any Services and/or the delivery or installation/commissioning of any Deliverables. All such times and dates will be treated as being of the essence and the Supplier shall be responsible for any losses, whether direct or consequential, suffered by The One Off due to late performance on the part of the Supplier. The Supplier is specifically aware that most Services and Deliverables ordered by The One Off are for the benefit of its own clients, and that late delivery may cause delays in substantially larger projects and/or claims against The One Off.

8.2 The Supplier shall immediately notify The One Off of any delay or anticipated delay, its cause and such steps as the Supplier proposes to take to remedy or minimise such delay.

8.3 Where the Supplier or any of its staff, contractors or other representatives are required to attend at any Site, they shall do so during The One Off’s (or The One Off’s client’s, where applicable) normal business hours at the Site concerned, which may be notified (and updated) by The One Off to the Supplier from time to time but in default of which, shall mean weekdays excluding statutory holidays between 9.00am and 5.00pm. Attendance out of such hours shall be by express agreement in the Contract only.

9.1 The Supplier warrants that;-

• 9.1.1 it has the right, power and authority to enter into this Contract;
• 9.1.2 all Services will be provided to the best industry practice standard of skill and
  care of a suitably trained and experienced professional in the field concerned;
• 9.1.3 Services will be provided only by staff engaged by the Supplier who have the
  necessary qualifications, training, expertise and experience;
• 9.1.4 the Services and/or Deliverables will comply with the Specification including quality, quantity, description, functions and fitness for the purpose for which The One Off commissions them or intends to use them;
• 9.1.5 where any samples were supplied, any Deliverables will conform to the specification, quality and functionality of the samples and will not be materially inferior in any aspect;
• 9.1.6 any Deliverables shall be manufactured, stored, tested and packed in accordance with all British and International Standards and safety legislation applicable to them and the Supplier shall on demand provide appropriate certification to that effect;
• 9.1.7 the Services performed and the Deliverables supplied shall comply with all applicable laws;
• 9.1.8 the Services performed and Deliverables supplied shall not infringe the Intellectual Property rights of any third party;
• 9.1.9 for the Warranty Period, the Deliverables shall be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979, s 14;
• 9.1.10 the Services performed and Deliverables supplied shall be fit for any purpose set out in the Contract or which may be obvious from the nature of the Deliverables.

9.2 All representations, statements or warranties made or given by the Supplier, its servants and agents (whether verbally or in writing or in any of the Supplier’s material in whatever form, including online, electronic and paper) regarding the quality and fitness of the Services and/or Deliverables shall be deemed to be express provisions of the Contract.

9.3 The Supplier shall conform to any quality management or service level system or key performance indicators which may be required by The One Off in the Contract.

9.4 The Supplier shall indemnify The One Off and its officers and employees severallyagainst and from any and all actions, liabilities, claims, demands, proceedings, losses, damages, expenses, costs (including legal and other professional costs on a full indemnity basis), fees, charges, whatsoever or howsoever arising out of or in connection with a breach by the Supplier of its obligations under this Contract.

9.5 The Supplier shall indemnify The One Off against all claims by clients The One Off and by other third parties arising out of any breach by the Supplier of the terms of this Contract and against all product liability claims in relation to the Services and/or Deliverables and any other claims alleging that the Services and/or Deliverables are defective or unsafe, raised by any party against The One Off.

9.6 The Supplier shall maintain insurance cover against liabilities arising under this Contract and shall provide The One Off on demand with a valid certificate of insurance in respect thereof. Such insurance shall include the following minimum cover;-

• 9.6.1 professional indemnity (in respect of Services) and product liability (in respect of Deliverables), with a limit in each case of not less than £2m per claim made;
• 9.6.2 public liability insurance, with a limit of not less than £5m per claim.

9.7 The Supplier shall procure that The One Off’s interest is noted on each policy of insurance, on The One Off’s request. On each policy renewal (including where any modifications are made to any policy) and otherwise at The One Off’s request, the Supplier shall provide The One Off with details of the insurance including the risks covered, indemnity limits and premiums paid and copies of the certificates of insurance.

9.8 The Supplier undertakes that it shall not do or omit to do anything which mightinvalidate or adversely affect the insurance that the Supplier is obliged to maintain under clause 9.6. The Supplier shall notify The One Off immediately if anything occurs which has invalidated, or is likely to invalidate, the insurance held by the Supplier.

9.9 Except for liability for death or injury caused by the negligence of the Supplier or its staff, contractors or other representatives acting in the course of their engagement under the Contract, or by fraud, or such other liability which cannot be excluded by law, then in all other cases the Supplier’s total aggregate liability (whether in contract, tort including negligence or otherwise) under or in connection with the Contract (save to the extent of any indemnity claim under this Contract) in respect of any single claim or series of connected claims arising in any consecutive period of 12 months, shall not in any event exceed the insurance limit at clause 9.6.1 above (provided that if the Supplier fails to maintain insurance compliant with clause 9.6, this limit shall cease to apply).

10.1 The Supplier may submit proofs, designs, samples and other material to The One Off for its approval as may be relevant. The parties recognise that The One Off is relying on the expertise of the Supplier. Accordingly, any such submissions, and any approval which may be given by The One Off, shall not qualify or extinguish the Supplier’s obligation to comply with its obligations under this Contract, including meeting any Specification and complying with its warranty obligations under clause 9. In no circumstances shall The One Off be deemed or implied to have approved any such material.

10.2 At any time during the Warranty Period, in respect of any particular Services and/or Deliverables, The One Off shall notify the Supplier in writing within a reasonable period (being not less than 28 days in any event) of identification of any complaints concerning any Services and/or Deliverables. At The One Off’s discretion, the Supplier shall at the Supplier’s own cost (and whether or not the Services and/or Deliverables have been accepted);-

• 10.2.1 resolve the complaint by re-performing or correcting or repairing the Services and/or Deliverables involved;
• 10.2.2 replace any defective Deliverables; or
• 10.2.3 refund such part of the Charges as relates to the Services and/or Deliverables
  involved; in each case, within 7 days of receiving notification of such complaints or within such shorter period as The One Off shall require in urgent cases.

10.3 If the Supplier fails to comply with its warranty obligations under this clause 10, including without limitation those at clause 10.2, The One Off may at its discretion correct any defects itself, if necessary by engaging a third party to do so, and the Supplier shall reimburse The One Off for the costs of such work and materials.

10.4 Where any Deliverables are purchased by The One Off for ultimate resale to consumers, whether directly or via its own resellers, and without limiting The One Off’s rights under this Contract, the Supplier will provide such consumers with a direct contractual right to procure guarantee services under a manufacturer’s guarantee which are not less favourable than those set out in clause 10.2, save that the guarantee shall be for a period of not less than 12 months. The Supplier shall include a written summary of such guarantee with all such Deliverables, including any relevant contact and registration details for the consumer’s benefit. The guarantee period in respect of such manufacturer’s guarantee shall run from sale by The One Off (or its own resellers) to the consumer, and shall be subject only to the relevant consumer producing reasonable proof of purchase, such as a receipt. In the event of any guarantee claim, the Supplier will deal directly with the consumer (either itself, or by its appointed agents in the region concerned) and will use its best endeavours to resolve such claims to the consumer’s satisfaction.

10.5 Where any Deliverables or any material part of them are originally manufactured by a third party manufacturer, then without limitation to the Supplier’s direct warranty obligations under this clause 10, the Supplier shall also use its best endeavours to assign to The One Off the benefit of any manufacturer’s guarantee, warranty, certificate or other confirmation of quality, title or fitness for purpose given by such manufacturer to the Supplier in relation to such Deliverables or any material part of them.

10.6 Services and/or Deliverables provided to replace previously defective Services and/or Deliverables, shall be protected for a Warranty Period restarting on the date of delivery or provision of those replacement Services and/or Deliverables.

10.7 The Supplier’s warranty obligations under this clause 10, shall also apply to complaints notified to the Supplier outside the Warranty Period if such defects are inherent in the Services and/or Deliverables or are attributable to negligent or faulty work or Services by the Supplier.

10.8 The Supplier’s warranty obligations under this clause 10 shall survive termination of the Contract.

11.1 The Supplier shall not, in relation to the provision of Services and/or Deliverables under this Contract, directly or indirectly receive or obtain any discount, rebate, commission or other inducement which is not approved in writing by The One Off.

11.2 For the purposes of this clause 11.2, Confidential Information shall mean all information (whether commercial, financial, technical or otherwise) relating to the disclosing party, its business, financial affairs, clients and suppliers, disclosed to or otherwise obtained by the recipient party under or in connection with this Contract and which is designated as being confidential or which is by its nature clearly confidential. Each party undertakes in respect of Confidential Information for which it is the recipient;-

• 11.2.1 to treat such Confidential Information as confidential;
• 11.2.2 not without the disclosing party’s prior written consent to communicate or disclose any part of such Confidential Information to any person except;-
  • only to those staff, contractors or other representatives on a need to know
    basis who are directly involved in performing the Contract;
  • the recipient’s auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient.

11.3 The obligations in clause 11.2 will not apply to any Confidential Information which;-

• 11.3.1 is already in the recipient’s possession (with full right to disclose) before
  receiving it;
• 11.3.2 becomes public knowledge other than by breach of this clause;
• 11.3.3 is independently developed by the recipient without access to or use of the
  Confidential Information; or
• 11.3.4 is lawfully received from a third party (with full right to disclose)

11.4 No announcement or other public disclosure concerning this Contract or any of the
matters contained in it shall be made by, or on behalf of, the Supplier without the prior
written consent of The One Off.

11.5 The parties agree that The One Off is a controller and that the Supplier is a processor
for the purposes of processing Protected Data (meaning personal data (as defined by GDPR) received from or on behalf of The One Off or otherwise obtained in connection with the performance of the Supplier’s obligations under the Contract). The Supplier shall, and shall ensure its sub-processors and its personnel shall, at all times comply with GDPR and all other data protection laws and regulations in connection with the processing of Protected Data and the provision of the Services and the supply of any Deliverables and shall not by any act or omission cause The One Off (or any other person) to be in breach of any of any such laws or regulations. The Supplier shall indemnify and keep indemnified The One Off against all losses, claims, damages, liabilities, fines, interest, penalties, and costs, arising out of or in connection with any breach by the Supplier of its obligations under this clause 11.5. The Supplier shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.]

11.6 The One Off may from time to time be required by its own clients to sign more onerous or specific confidentiality or non-disclosure obligations, and may be required to warrant that it has procured similar commitments from its suppliers. In those circumstances, The One Off reserves the right to notify the Supplier of such more onerous or specific obligations (or any of them), and the Supplier undertakes to comply with those.

11.7 The Supplier shall not, for the duration of the Contract nor for 6 months after its termination;-

• 11.7.1 seek to by-pass The One Off in relation to its clients, by engaging, dealing with or directly or indirectly soliciting or helping another person to solicit or interfere with the continued trading of The One Off with, for the purpose of the supply of services and/or goods of a kind similar to the Services and/or Deliverables, any client of The One Off with which the Supplier dealt, or to which or for which the Supplier provided Services and/or Deliverables under this Contract, whether directly or indirectly;
• 11.7.2 engage, recruit (in any capacity), deal with or directly or indirectly solicit or help another person to solicit or interfere with the continued relationship of The One Off with, any employee, consultant, freelancer or sub-contractor of The One Off.

11.8 The Supplier shall procure that its employees and other agents and contractors engaged under this Contract, shall comply with the provisions of this clause 11, which shall survive termination of the Contract.

12.1 The One Off may terminate this Contract with immediate effect on written notice if;-

• 12.1.1 the Supplier ceases or threatens to cease to carry on its business;
• 12.1.2 a Receiver, Administrator or similar Officer is appointed over all or any part of the assets or undertaking of the Supplier;
• 12.1.3 the Supplier makes any arrangement for the benefit of its creditors;
• 12.1.4 the Supplier goes into liquidation save for the purposes of a genuine amalgamation or reconstruction;
• 12.1.5 there is a material change of ownership or control of the Supplier;
• 12.1.6 the Supplier fails to provide the Services or deliver or install / commission any Deliverables on, by or within any agreed dates or timescales;
• 12.1.7 the Supplier commits a material breach of this Contract and (in the case of a breach capable of remedy) fails to remedy it within 7 days (or such longer period as The One Off may choose to apply) of receipt of written notice from The One Off specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.

12.2 The One Off may terminate this Contract at its discretion at any time by giving not less
than 14 days notice in writing to the Supplier.

12.3 Upon termination of this Contract for whatever cause, The One Off may at its discretion choose any of the following options or any combination of them;-

• 12.3.1 require the immediate delivery of any further Deliverables then available and pay the Supplier the total value of Services and/or Deliverables provided up to the date of termination;
• 12.3.2 return any Deliverables to the Supplier (provided they remain unused, in good condition and in their original packaging) in lieu of payment therefor.

12.4 On termination of the Contract, the Supplier shall, if so requested, provide all reasonable assistance to The One Off to ensure a smooth and orderly handover to any replacement supplier.

12.5 On termination of the Contract, each party shall within 7 days return any Confidential Information of the other party then in its possession or control, which was acquired in association with that contract.

12.6 Termination of this Contract shall not affect any rights of the parties accrued to them up to the date of termination.

13.1 The Supplier shall allow The One Off and/or its agents to access, inspect and audit the Supplier’s records, accounts and other relevant information and premises (including allowing copying of documents) during the Supplier’s normal business hours and subject to a minimum of 7 days’ notice except in an emergency, to the extent this is reasonably required for the purpose of verifying the Supplier’s compliance with its obligations under this Contract. Where such access, inspection or audit is required by an official government regulator or by law, the Supplier shall allow such inspection or audit at any time.

13.2 The One Off shall pay the auditor’s reasonable costs and otherwise bear its own costs in connection with the audit or inspection, unless the records show that the Supplier is in material breach of this Contract, in which case the Supplier shall pay;-

• 13.2.1 the costs of the auditor and The One Off’s other reasonable costs in connection with the audit or inspection; and
• 13.2.2 any amount by which The One Off has been overcharged and any other losses and costs identified by the audit which result from such material breach, within 14 days of The One Off’s written request.

13.3 When conducting audits, The One Off shall comply with the Supplier’s reasonable directions in order to minimise disruption to the Supplier’s business and to safeguard the confidentiality of the Supplier’s other Confidential Information.

14.1 Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Contract due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event wholly beyond the reasonable control of that party.

14.2 The party claiming the force majeure event will promptly notify the other of it and will take all reasonable steps to minimise its effect. So long as the force majeure event continues, The One Off may contract with any third party for the Services and/or Deliverables which the Supplier is unable to provide as a result.

15.1 All notices to be given under this Contract shall be in writing and shall be sent to the normal business address of the party concerned by first class post or by hand, or shall be delivered to the then current e-mail address of an appropriate representative of the party concerned.

15.2 No delay or failure by The One Off to exercise any of its powers, rights or remedies under this Contract will operate as a waiver of them and any waiver, to be effective, must be in writing.

15.3 The parties are independent businesses and are not partners, principal and agent or employer and employee and this Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

15.4 If any part of this Contract is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Contract which will continue to be valid and enforceable to the fullest extent permitted by law.

15.5 Each party recognises that any breach or threatened breach of Contract may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

15.6 This Contract is complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract save for terms implied by statute, and supersedes all previous communications, representations and other arrangements, written or oral.

15.7 This Contract may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.

15.8 No person who is not a party to this agreement may enforce any term of this agreement. The parties agree that the Contracts (Rights of Third parties) Act 1999 shall not apply to this agreement or to any agreement or document entered into pursuant to this agreement.

15.9 This Contract will be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

1 Prospect Place, Prospect House, Pride Park, Derby, DE24 8HG. The One Off Melbourne Limited. Registered in England & Wales No. 05334974