118 Data Resource Limited Terms and Conditions of Purchase of Goods and Services

(These "Terms and Conditions") for 118 Data Resource Limited:
1.	Status of these Terms and Conditions
1.1	Acceptance of a Purchase Order (“Purchase Order”) constitutes acceptance of these Terms and Conditions.
1.2	These Terms and Conditions shall have precedence over all other terms and conditions, including any terms or conditions which the Supplier (the “Supplier”) may purport to apply or which are endorsed upon any correspondence or documents issued by the Supplier irrespective of their date of communication to 118 Data Resource Limited (“118”). 118 will not be liable in respect of a Purchase Order or instructions other than those issued or confirmed on an official Purchase Order, signed by a duty authorised representative of 118.
1.3	Nothing in these Terms and Conditions shall prejudice any conditions or warranty (expressly or implied) or rights of remedy of which 118 is entitled in relation to the goods, materials, articles or services that the Supplier is required to supply under the Purchase Order (respectively, the “Goods” and the “Services”) by virtue of statute or common law.
1.5	References to a party or parties shall be the parties to these Terms and Conditions (the “Party” or “Parties”).
1.6	References to an “Contract” means the Purchase Order and these terms and conditions.
2.	Delivery
2.1	The Supplier shall deliver all Goods and Services, as the case may be, to the Location specified for delivery (the ”Location”) and in accordance with any delivery instructions or specifications agreed by the Parties in writing. Delivery shall be completed in respect of the Goods, when the Goods have been unloaded at the Location and such delivery has been accepted in writing by a duly authorised agent, employee or representative of 118.
2.2	If the Goods or Services (or any part thereof) are not delivered in accordance with these Terms and Conditions, the Supplier shall be responsible for all additional expenses and charges incurred in delivering them in accordance with these Terms and Conditions or as subsequently advised in writing by 118. The quantity specified in the Purchase Order may not be changed without 118’s prior written consent. In respect of a delivery of Goods, part deliveries may be rejected unless 118 has previously agreed in writing to accept such deliveries. Quantities delivered in excess of those stated in the Purchase Order or prior to the delivery date may not be accepted.
2.3	Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining all export and import licences, consents and permits for any Goods and shall be responsible for any delays due to such licences, consents and permits not being available when required.
2.4	Unless agreed in writing by the Parties, the Supplier shall provide at its own expense all staff, equipment, tools, appliances, materials or items required for the provision of any Services.
2.5	Where 118 agreed in writing to accept delivery by instalments or in stages these Terms and Conditions will be construed as a single contract in respect of each instalment or stage, as the case may be. Failure by the Supplier to deliver any one instalment shall allow 118 at its option to treat the Purchase Order in its entirety as repudiated depending upon the circumstances of the non-delivery, such option not to be unreasonably invoked.
2.6	The Supplier shall immediately notify 118 of any likely delay in delivery, dispatch, provision or completion of the Goods and/or Services and, without prejudice to any other right, 118 shall be entitled to cancel the Purchase Order if such apprehended delay is likely to jeopardise the purpose of the Purchase Order.
2.7	The Supplier shall provide information relating to the performance of the Services and/or any deliverables in a format, medium and at times specified by 118. At all times in the performance of the Services, the Supplier will co-operate fully with any other service suppliers appointed by 118 in connection with the provision of other services at the Location.
3.	Time
3.1	The time of delivery shall be as stated on the Purchase Order (or as otherwise agreed in writing by the Parties) and if no time for delivery is expressly agreed then delivery shall be made within 14 days of receipt of the Purchase Order (the “Delivery Time).
3.2	Time shall be of the essence and without prejudice to any other right or remedy of 118 three consecutive failures to deliver at the Delivery Time shall entitle 118 to cancel the Purchase Order and recover costs in accordance with Clause 18 Cancellation.
4.	Property and Risk
4.1	Property and risk in any Goods shall pass to 118 when such Goods have been delivered to 118’s satisfaction and in accordance with Clauses 2 Delivery and 3 Time.
4.2	Any tools, patterns, materials, drawings, specifications and/or other data provided by 118 to the Supplier in connection with the Purchase Order are to be used by the Supplier solely for the purpose of completing the Purchase Order and will at all times be at the Supplier’s risk. Such tools, patterns, materials, drawings, specifications and/or other data remain the property of 118 and shall be delivered to 118 immediately on request.
4.3	Any products, machinery or tools which the Supplier may construct or acquire specification in connection with the Goods or Services will remain the property of the Supplier unless it is agreed in writing that the property of such products, machinery or tools will be transferred to 118 upon payment by 118 of a charge.
5.	Contract Price and Terms of Payment
5.1	118 shall pay the price agreed in writing between the Supplier and 118, exclusive of VAT (the ”Contract Price”) to the Supplier, by BACS (Bank Automated Clearing System) if 118 so chooses, within 10 days of receipt of a valid invoice.
5.2	An invoice shall not be rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order. Where the Parties agree delivery by instalments, the Supplier may render an invoice for each delivered instalment. Unless otherwise agreed between the Parties in writing the Supplier shall be entitled to render an invoice within 15 days of the end of each calendar month in which the Services were provided.
5.3	ALL invoices (whether for Goods or Services) from suppliers in other EU member states MUST display 118’s VAT registration number (GB270057131). The invoice must consist of the following data so that the invoice can be processed promptly: a) Invoice Date/Tax point b) Supplier Name and address c) Supplier bank details d) Item description e) Supplier part number f) item quantity g) Item net amount h) VAT i) Gross amount j) Purchase Order number k) VAT registration number l)alternative payee details (if applicable) and all invoices should be addressed to: Accounts Payable, 62 Anchorage Road, Sutton Coldfield, West Midlands B74 2PG and, or email address: ap@118group.co.uk.
5.4	118 shall be entitled to deduct from any monies due or to become due to the supplier any monies owing to 118 from the Supplier.
5.5	118 shall not be responsible for the payment of any charges in relation to (i) goods and/or services supplied without a Purchase Order (ii) goods or services supplied in excess of the Goods and/or Services required by the Purchase Order: or (iii) any variation of the Purchase Order, unless agreed to in writing pursuant to a further Purchase Order.
6.	Forms
6.1	Unless otherwise agreed in writing by 118 and the supplier:
6.1.1	a delivery note must accompany each delivery of any Goods;
6.1.2	an invoice must be rendered on the Supplier’s own invoice form and delivered/emailed to the invoice address shown on the Purchase Order; and
6.1.3	all delivery notes and invoices must be clearly marked with 118’s Purchase Order number, the name and address of the Location, a description and quantity of the Goods and/or Services.
6.2	118 will not, unless it has agreed in writing to do so, accept liability in respect of any invoice or delivery note which does not comply with this Clause 6 Forms.
7.	Packaging
7.1	Packaging must comply with all relevant legislative requirements, including those pertaining to environmental, occupational health and safety standards.
7.2	Any goods shall be securely packed in trade packages of a type normally used by the Supplier for commercial deliveries of the same or similar goods either in retail or in bulk quantities, within the United Kingdom. 118 is not liable, unless otherwise agreed in writing, for any packaging (or return of any packaging).
7.3	In respect of Goods, the following details shall be shown on the outside of every package unless otherwise specified in the Purchase Order:
7.3.1	a description of the goods which shall include, without limitation, the weight of the Goods where available and 118’s Purchase Order number;
7.3.2	the quantity in the package where available;
7.3.3	any special directions for storage;
7.3.4	the expiry date of the contents where available;
7.3.5	the batch number; and
7.3.6	the name of the manufacturer of the goods and of the Supplier.
7.4	The Supplier shall collect without charge any returnable containers (including pallets) within 21 days of delivery unless otherwise instructed by 118. Empty containers not so removed may be returned by 118 at the Supplier’s expense or otherwise disposed of at 118’s discretion.
8.	Quality
8.1	The Goods and/or Services shall be supplied strictly in accordance with the specification and/or any sample previously provided to 118 or as agreed with 118 in writing and, unless otherwise agreed in writing, shall conform to all relevant standards, specifications and conditions. Any Goods must be supplied with adequate instructions as to use and use-by date, be fit for the purpose for which they are intended, of satisfactory quality, and free from defects in design, material and workmanship. The Supplier shall, in providing any Services exercise that degree of speed, care, skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the Service under the same or similar circumstances as those applicable to these Terms and Conditions and which are in accordance with any codes of practice published by relevant trade associations.
8.2	The Supplier will indemnify and keep indemnified 118 against any damage to its property (including any materials, tools or patterns sent to the Supplier for any purpose) and against any claims for loss, expense or injury to or of any person or to the property of any person which results during or after proper use, directly or indirectly, from defective materials, Goods, Services, workmanship or design used or supplied by the Supplier or by reason of the Supplier’s negligence or for any act or omission on the part of the Supplier’s personnel including employees, sub-contractors, assignees, representatives or agents arising out of the execution of the Purchase Order.
8.3	The Supplier agrees to assign to 118 upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of any Goods or Services or any part thereof.
8.4	118’s right under these Terms and Conditions are in addition to the statutory conditions, warranties and terms implied in favour of 118 by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, related statutes and any statutory re-enactment(s), amendments or modification(s) thereof.
8.5	118 (or a duly appointed representative or agent of 118) shall be entitled to inspect and/or test any Goods and/or conduct an audit of the Supplier’s operations, facilities and policies to ensure such comply with all quality, health and safety, employment and environmental regulations at any reasonable time at the Supplier’s premises or, at the premises of any of its sub-contractors or assignees. If so requested by 118, the Supplier will provide adequate notice of its works tests which 118 shall be entitled to attend. The Supplier will provide 118 with such test certificates as it may reasonably require. Any such inspections do not relieve the Supplier of any liability, nor do they imply acceptance of any Goods.
8.6	118 shall ascertain from time to time or as specified in the Purchase Order whether the Supplier’s provision of the Goods or Services, as the case may be, meets the performance criteria specified in the specification or, if criteria are not so specified, meets the standards of a professional supplier of the Goods or Services, as the case may be and if not, the Supplier shall, at the request of 118, undertake the relevant actions to meet such performance criteria.
9.	Rejection
9.1	In the case of Goods or Services found to be defective or inferior in quality to or differing in form or material from the specification, or not complying with any term, whether expressed or implied of these Terms and Conditions (the “Defective Goods or Services”), 118 may, at its discretion:
9.1.1	cancel the Purchase Order;
9.1.2	require the Supplier, as soon as reasonably practicable, either to repair or replace the Defective Goods or Services at the Location (at the Supplier’s cost), or refund to 118 the Contract Price in respect of the Defective Goods or Services. Any repairs, replacements or refunds shall themselves be subject to these Terms and Conditions;
9.1.3	in the case of defective delivery, require the supplier to promptly reimburse 118 in respect of any cost including but not limited to freight, clearance, duty and storage charges incurred by 118; and/or;
9.1.4	purchase goods or services of the same or similar description to the Goods or Services elsewhere and recover from the Supplier the amount by which the cost of purchasing such other goods or services exceeds the amount that would have been payable to the Supplier in respect of the Goods or services replaced, provided that 118 uses all reasonable endeavours to mitigate its losses in this respect.
9.2	In the event of a rejection or cancellation of the Purchase Order as a result of Defective Goods or Services 118 shall notify the Supplier in writing, and the payment obligation in relation to any such Defective Goods or Services shall be terminated forthwith. For the avoidance of doubt, if payment has already been made to the Supplier, the Supplier shall refund all sums paid by 118 to 118 for the rejected goods and/or services.
9.3	The whole of any delivery may be rejected if a reasonable sample of any Goods taken indiscriminately from that delivery is found not to confirm in every material respect to the requirements of these Terms and Conditions.
9.4	118’s right of rejection shall continue irrespective of whether 118 has in law accepted the Goods and/or Services.
9.5	Any Goods so rejected after delivery shall be removed by the Supplier at its own expense within 14 days from the date of notification of rejection. If the Supplier fails to remove them within such period 118 may return any rejected Goods at the Supplier’s risk and expense and charge the Supplier for the cost of storage from the date of rejection.
10.	Employment
10.1	In performing any Services, the Supplier shall operate as, and have the status of, an independent contractor and shall not (and neither shall any of its employees, agents, representatives or sub-contractors) operate or have the status of agent, employee or representative of 118.
10.2	The Supplier undertakes to comply with and to ensure that all its employees, agents, representatives and sub-contractors (“Personnel”) comply with all relevant legislation, regulations, code of practice, guidance notes and other requirements of any relevant government or governmental agency, safety and security standards and site procedures and policies of 118; any reasonable instructions and guidelines issued by 118 from time to time; and 118’s requirements in relation to security and background checks.
10.3	The Supplier undertakes to ensure that all of the Personnel will be appropriately qualified and experienced to undertake their tasks and will use professional skill and care of the highest standards applicable in the relevant industry in the provision of any Services which will be supplied in a professional and competent manner and will be fully supervised at all times.
10.4	The Supplier shall at the reasonable request of 118 immediately (and without any compensation being payable to the Supplier) replace any of its Personnel with another employee of no less status, knowledge or experience and approved by 118.
11.	Intellectual Property Rights
11.1	The Supplier shall, at its expense, defend any actions arising from infringements or alleged infringements of its rights in or to exploit or to licence any right or interest of any kind arising out of or granted or created in respect of any and all patents, trade marks, service marks, domain names, registered designs, inventions, know-how, confidential information, unregistered trade marks and service marks, trade and business names, unregistered design rights and other rights in designs and rights in databases, subsisting anywhere in the world or rights of the same or similar effect or nature as or to those above, in each case, in any jurisdiction (“Intellectual Property Rights”) in connection with the Goods and/or Services and the Supplier undertakes to indemnify and keep indemnified 118 against any costs, claims, proceedings, expenses and demands arising from the use, application, supply or delivery of any process, article, matter or thing supplied under these Terms and Conditions that would constitute or is alleged to constitute any infringement of any person’s Intellectual Property Rights.
11.2	118 retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, specifications, patterns and/or designs provided by 118 to the Supplier, and they shall be returned to 118 at its request at any time.
11.3	Where Goods and/or Services are made to the specification, model, or plans, the Intellectual Property Rights in the Goods and/or Services, in so far as they relate to the specification, model or plans, and any improvements or developments thereof shall be the absolute property of 118, and the Supplier will assign all Intellectual Property Rights to 118 when such assignment is necessary.
12.	Confidentiality and Publicity
12.1	In respect of any confidential information it may receive from the other Party, each Party undertakes to keep secret and strictly confidential and not disclose any such confidential information to any third party, without the prior written consent of the Party disclosing it.
12.2	Neither Party shall without the prior written consent of the other disclose, copy, publicise or publish, the existence of these Terms and Conditions or any information related to these Terms and Conditions including, but not limited to, the name of 118, any Goods or Services or the place of delivery or performance.
12.3	Neither the name, logo or style of “118 Data Resource Limited”, nor any Intellectual Property associated therewith nor any photograph or drawing depicting any employee or Location of 118 shall be included in any published material without the written consent of 118.
12.4	The provisions of this Clause shall continue without limit in time.
13.	Data Protection Legislation
13.1	“Data Protection Legislation” shall have the meaning of any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either Party or the Services under these Terms and Conditions, including the UK General Data Protection Regulation (DPPEC (The Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit)) Regulations 2019), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK Data Protection Act 2018 and /or any corresponding or equivalent national laws or regulations; and any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; all mandatory guidance, guidelines, codes of practice and codes of conduct issued by the Information Commissioner or other any relevant regulator, authority or body responsible for administering Data Protection Legislation; “data controller”, “data processor”, “personal data”, “personal data breach”, “data subject” “right of access”, “security of processing (Article 32)”, “third-party” and “processing” shall have the meanings as defined in the Data Protection Legislation.
13.1.1	The Parties acknowledge that for the purposes of the Data Protection Legislation, 118 is the Controller and the Supplier is the Processor.
13.1.2	The Supplier shall notify 118 immediately if it considers that any of 118’s instructions infringe the Data Protection Legislation.
13.1.3	The Supplier shall provide all reasonable assistance to 118 in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of 118 include:
13.1.3.1	a systematic description of the envisaged processing operations and the purpose of the processing;
13.1.3.2	an assessment of the necessity and proportionality of the processing operations in relation to the services;
13.1.3.3	an assessment of the risks to the rights and freedoms of Data Subjects; and
13.1.3.4	the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.
13.1.4	The Supplier shall, in relation to any Personal Data processed in connection with its obligations under these Terms and Conditions:
13.1.4.1	process Personal Data only in accordance with the instructions of 118, unless the Supplier is required to do otherwise by Law. If it is so required, the Supplier shall promptly notify 118 before processing the Personal Data unless prohibited by Law;
13.1.4.2	ensure that it has in place technical and organisational measures, which have been reviewed and approved by 118 as appropriate to protect against a Personal Data Breach having taken account of the:
13.1.4.2.1	nature of the data to be protected,
13.1.4.2.2	harm that might result from a Personal Data Breach,
13.1.4.2.3	state of technological development; and
13.1.4.2.4	cost of implementing any measures;
13.1.4.3	ensure that:
13.1.4.3.1	the Supplier’s staff do not process Personal Data except in accordance with these Terms and Conditions;
13.1.4.3.2	it takes all reasonable steps to ensure the reliability and integrity of any Supplier’s staff who have access to the Personal Data and ensure that they:
13.1.4.3.2.1	are aware of and comply with the Supplier’s duties under this clause 13.1;
13.1.4.3.2.2	are subject to appropriate confidentiality undertakings with the Supplier or any Supplier’s Third-Party sub-processor;
13.1.4.3.2.3	are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by 118 or as otherwise permitted by these Terms and Conditions; and
13.1.4.3.2.4	have undergone adequate training in the use, care, protection and handling of Personal Data; and
13.1.4.4	not transfer Personal Data outside of the EU unless the prior written consent of 118 has been obtained and the following conditions are fulfilled:
13.1.4.4.1	118 or the Supplier has provided appropriate safeguards in relation to the transfer (in accordance with the GDPR Article 46 Transfers subject to appropriate safeguards);
13.1.4.4.2	the Data Subject has enforceable rights and effective legal remedies;
13.1.4.4.3	the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound), uses its best endeavours to assist 118 in meeting its obligations); and
13.1.4.4.4	the Supplier complies with any reasonable instructions notified to it in advance by 118 with respect to the processing of the Personal Data;
13.1.4.4.5	at the written direction of 118, delete or return Personal Data (and any copies of it) to 118 on termination of the Terms and Conditions unless the Supplier is required by Law to retain the Personal Data.
13.1.5	Subject to clause 13.1.6, the Supplier shall notify 118 immediately if it:
13.1.5.1	receives a Data Subject Right of Access request (or purported Data Subject Right of Access request);
13.1.5.2	receives a request to rectify, block or erase any Personal Data;
13.1.5.3	receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;
13.1.5.4	receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under these Terms and Conditions;
13.1.5.5	receives a request from any third party for disclosure of Personal Data where compliance with such a request is required or purported to be required by Law; or
13.1.5.6	becomes aware of a Personal Data Breach.
13.1.6	The Supplier’s obligation is to notify under clause 13.1.5 shall include the provision of further information to 118 in phases, as details become available.
13.1.7	Taking into account the nature of the processing, the Supplier shall provide 118 with full assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under clause 13.1.5 (and insofar as possible within the timescales reasonably required by 118) including by promptly providing:
13.1.7.1	118 with full details and copies of the complaint, communication or request;
13.1.7.2	such assistance as is reasonably requested by 118 to enable 118 to comply with a Data Subject Right of Access request within the relevant timescales set out in the Data Protection Legislation;
13.1.7.3	118 at its request, with any Personal Data it holds in relation to a Data Subject;
13.1.7.4	assistance as requested by 118 following any Personal Data Breach;
13.1.7.5	assistance as requested by 118 with respect to any request from the Information Commissioner’s Office or any consultation by 118 with the Information Commissioner’s Office.
13.1.8	The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Supplier employs fewer than 250 staff, unless:
13.1.8.1	118 determines that the processing is not occasional;
13.1.8.2	118 determines the processing includes special categories of data as referred to in Article 9 (1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and
13.1.8.3	118 determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
13.1.9	The supplier shall allow for audits of its Data Processing activity by 118 or 118’s designated auditor.
13.1.10	The Supplier shall designate a data protection officer if required by the Data Protection Legislation.
13.1.11	Before allowing any Third-Party sub-processor to process any Personal Data related to these Terms and Conditions, the Supplier must:
13.1.11.1	notify 118 in witing of the intended Third-Party sub-processor and processing;
13.1.11.2	obtain the written consent of 118;
13.1.11.3	enter into a written agreement with the Third-Party sub-processor which give effect to the terms set out in this clause such that they apply to the Third-Party sub-processor; and
13.1.11.4	provide 118 with such information regarding the Third-Party sub-processor as 118 may reasonably require.
13.1.12	The Supplier shall remain fully liable for all acts or omissions of any Third-Party sub-processor.
13.1.13	The Supplier may, at any time on not less than 30 working days’ notice revise this clause 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 incorporated by attachment to these Terms and Conditions).
13.1.14	The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. 118 may on not less than 30 working days’ notice to the Supplier amend these Terms and Conditions to ensure that it complies with any guidance issued by the Information Commissioner’s Office.
14.	Hazards
14.1	The Supplier will provide applicable hazard information such as material safety data sheets and will inform 118 of all regulations and guidance (statutory or otherwise) which the Supplier knows or believes to be associated with any Goods and/or Services and any combination of any Goods and/or Services with another product.
14.2	The Supplier will indemnify 118 against all liability and loss related to any third party claim which arises from the Suppliers’ or the Supplier’s sub-contractors’ actions resulting in the alleged release of any waste, hazardous substance or other pollutant.
15.	Computer Hardware/Software
15.1	The Supplier warrants that all computer hardware or software supplied by the Supplier to 118:
15.1.1	is free from defects and/or disabling codes, and has been duly tested to ensure that there are no hidden defects or disabling codes and is subject to recognised and appropriate release procedures including the latest version of a proprietary virus detection software package approved by 118, and the Supplier shall procure that corresponding obligations are imposed on its sub-contractors and agents;
15.1.2	has been obtained from a reputable and reliable software developer and not through any interest group or multi-organisational software sharing scheme unless otherwise agreed in writing by 118; and
15.1.3	will comply and function substantially in accordance with its related user documentation.
15.2	The Supplier shall indemnify, keep indemnified and hold 118 harmless against any and all losses, damages, costs, claims, proceedings, or expenses sustained or incurred directly or indirectly by 118 as a result of the Supplier’s breach of the above warranties.
16.	Assignment and Sub-contractors
16.1	The Supplier shall not assign the Purchase Order or sub-contract the production or supply of any Goods and/or Services without the prior written consent of 118. Where such consent is given, it will be conditional upon such assignee or sub-contractor accepting these Terms and Conditions.
17.	Liability and Insurance
17.1	The Supplier shall indemnify and keep indemnified 118 against any liabilities, losses or expenses incurred by 118 howsoever arising from any breach of the Supplier of any of its obligations hereunder or of any statutory duty or from any act or omission of the Supplier’s employees, agents or sub-contractors.
17.2	The Supplier shall have in force and maintain adequate insurance with a reputable insurance company in respect of its liabilities under these Terms and Conditions (including, but not limited to, employers’ liability, public and product liability for a minimum of £5 million per event and professional indemnity insurance for a minimum of £1 million per event. The supplier agrees that any monies received by the Supplier from the insurance company in full or part settlement of a claim arising out of these Terms and Conditions and paid by or due to 118 shall be paid immediately to 118 without offset or counterclaim. PLEASE NOTE: that levels of indemnity may be reviewed for specific contracts and in some cases an increased level will be required any such increased level must be agreed in writing by both Parties.
17.3	In respect of all third party public and products liability insurance, the Supplier shall procure that all policies will include an indemnity to principal’s clause under which 118 shall be indemnified in respect of claims made against 118 arising from death or bodily injury or third party property damage and for which the insured is legally liable in the provision of the Goods and/or Services and in connection with these Terms and Conditions.
17.4	The supplier shall within 7 days of a written request by 118 produce all evidence of insurance, together with details of all conditions, warranties, extensions and exclusions.
18.	Cancellation
18.1	118 is entitled to cancel the Purchase Order (or any part of it) immediately by written notice to the Supplier and to reimbursement in respect of the Contract Price (or the appropriate part thereof) and all loss and/or expense (which shall include all reasonable costs of 118 for the time spent by its employees, agents or representatives in cancelling the Purchase Order and making alternative arrangements for the provision of the Goods and/or Services) suffered as a direct or indirect result of:
18.1.1	the failure of the Supplier to deliver any Goods or Services in accordance with clauses 2 (Delivery) and 3 (Time);
18.1.2	the circumstances described in clause 3.2;
18.1.3	the failure of the Supplier to supply the Goods or Services in accordance with clause 8 (Quality): or
18.1.4	The circumstances described in clause 8 (Quality).
18.2	The Purchase Order may be cancelled at any time by 118 for any reason whatsoever, by giving the Supplier 10 days’ notice in writing.
18.3	Cancellation shall not relieve either party from any liability or right accrued prior to such cancellation or expiry.
18.4	In the event of any strike, lockout, fire, explosion or accident or of any stoppage of the Supplier’s business or work beyond its control which may prevent or hinder the use or delivery of any Goods and/or Services, the payment for such maybe suspended or postponed at 118’s option until the circumstances preventing or hindering the use or delivery of such Goods and/or Services has ceased. If such prevention or hindrance continues for more than 20 days 118 shall be entitled to cancel the Purchase Order.
19.	Consequences of Cancellation
19.1	On cancellation of the Purchase Order, the Supplier shall, not later than 7 days after 118’s request:
19.1.1	deliver to 118 (or as 118 shall direct) all quantities of any Goods in its possession;
19.1.2	return to 118 all documents and/or materials provided wo the Supplier by 118; and
19.1.3	ensure that all documents and/or materials containing Intellectual Property Rights and/or any information of a technical nature relating to the Goods and/or Services, the manufacture of any Goods, or of a confidential nature, are returned to 118 or destroyed by the Supplier at 118’s option.
20.	Law
	These Terms and Conditions shall be governed and construed according to English law and the Parties hereby submit to the jurisdiction of the English courts.
21.	Equality and Diversity
	The supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the supplier shall not unlawfully discriminate within the meaning and scope of, the Employment Equality (sexual Orientation) Regulations 2003, the Employment Equality (religion or Belief) Regulations 2003, the Human Rights Act 1998, the Equalities Act 2010 and other relevant legislation and any statutory amendment, modification or re-enactment thereof.
22.	Anti-Corruption
	The Supplier or anyone associated with the Supplier (associates shall be determined in accordance with the Bribery Act 2010 and a person associated with the Supplier includes, but is not limited to, any sub-contractor of the Supplier) shall not offer or give, or agree to give, to any employee or representatives of 118 any gift or consideration of any kind as an inducement or reward for doing or refraining from doing or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with 118 or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract. The Supplier’s attention is drawn to the criminal offences created by the Bribery Act 2010, any breach of these acts shall be a material default upon which 118 may immediately terminate these Terms and Conditions.
23.	Transparency
	The supplier gives consent to 118 to publish information regarding the supplied Goods and Services relating to these Terms and Conditions and the Supplier’s name and contact details in its Data Protection Legislation sub processor notices to Data Subjects.
24.	Supplier Declaration and Business Conduct
24.1	Supplier Declaration
	The Supplier acknowledges that it has reviewed and agrees to comply with such Supplier Declaration in connection with its performance under this Purchase Order. A copy of the Supplier Declaration is provided at Appendix 1 and can be viewed on the 118’ website www.marketlocation.co.uk/Supplier_Declaration.html. The Supplier Declaration sets out the applicable minimum standards. If and to the extent compliance with the Supplier Declaration would violate applicable law, then applicable law shall prevail. 118 shall have the right to amend the Supplier Declaration in the event of any changes in legal, administrative or institutional requirements, jurisprudence or ethical business principles. 118 shall make reasonable endeavours to inform the Supplier of any amendments to the Supplier Declaration.
24.2	Termination Right
	The Supplier acknowledges and agrees that any breach of this Clause 24 (Supplier Declaration and Business Conduct) will be deemed a material breach of Contract entitling 118 to termination of the Terms and Conditions at any time and with immediate effect, without any obligation to pay any outstanding fees or make any other payment. 118 shall not be obliged to compensate any damage or loss suffered by the Supplier as a result of a termination under this Clause 24.2 (Termination Right).

Appendix 1 Supplier Declaration

Supplier Declaration
As part of our commitment to following the principles contained in our ISO27001 Information Security Management System certification and the Data and Marketing Association Code of Conduct, we expect our Suppliers to follow comparable standards in their conduct. Our expectations are set out here, in our Supplier Declaration, which Suppliers are contractually obliged to follow.
Principle 1: Compliance with laws and adherence to generally accepted standards
As a Supplier to 118 we will:
	- Comply with applicable laws and regulations, including relevant anti-corruption legislation;
	- Operate in accordance with generally accepted principles and standards relating to social and environmental responsibility, and internationally recognized human rights including laws preventing modern slavery;
	- Always conduct our procurement activity with integrity.
Principle 2: Anti-Bribery and Anti-corruption
As a Supplier to 118 we will:
	- Not partake in any form of corruption or bribery, and ensure that business decisions are not influenced through any improper or illegal payments, either through cash, gifts, travel or anything else of value including intangible benefits;
	- Refrain from presenting any invitations or gifts, or anything of value, to 118 employees with an intention to gain any form of influence;
	- Disclose to 118 any requests or pressure to provide bribes (any kind of benefit) in any form, either to Public Officials or any other parties, directly or indirectly, that may try to influence or provide an unfair business advantage.
Principle 3: Records
As a Supplier to 118 we will:
	- Maintain complete records that accurately reflect all business transactions and expenditures that are prepared in accordance with applicable laws and regulations.
Principle 4: Conflicts of interest
As a Supplier to 118 we will:
	- Avoid situations where our own interests’ conflict, or could conflict, with the business interests of 118.
	- Notify 118 without delay, if we become aware of a conflict of interest, including if a 118 employee has a financial interest in our company or is related to our company in any other way.
Principle 5: Protection of assets and information
As a Supplier to 118 we will:
	- Contribute to safeguarding 118's assets from theft, misuse or waste;
	- Take necessary measures to protect, and keep 118 data and information that is available to us confidential;
	- Appropriately manage a range of supplier-related risks;
	- Protect the reputation and meet the regulatory requirements of 118 with regard to procurement activity and supplier engagement.
Principle 6: Anti-competition and economic and trade sanctions
As a Supplier to 118 we will:
	- Not engage in any activities that could reasonably be construed as being anti-competitive, abusive or unfair, and comply with applicable anti-trust and anti-competition laws and regulations;
	- Comply with laws and regulations governing the export or import of goods, products and services, and those relating to economic and trade sanctions, and anti-boycott.
Principle 7: Employees
As a Supplier to 118 we will:
	- Provide for safe workplaces that comply with relevant international labour standards;
	- Ensure fair employment practices, and refrain from any form of unethical or illegal employment practices (such as harassment or physical assault, any form of slavery, servitude and forced or compulsory labour including, but not limited to child- labour);
	- Ensure that wages, working hours, vacation and leave periods provided to employees and hired external contractors are in accordance with applicable law and/or agreements;
	- Not discriminate against employees on the grounds of their ethnicity, gender, sexual orientation, religion, ideology, disability or age;
	- Assure the rights of association and collective bargaining and provide employees with written agreements of employment, as governed by local legislation;
	- Adhere to all applicable data protection laws.
Principle 8: Ethical and Sustainable Working
	- Deliver value for money outcomes for 118, in an ethical and sustainable way.
Principle 9: Work with Likewise Thinking Suppliers
	- Build relationships with preferred suppliers who understand our business needs;
	- Ensure supplier diversity and effective supplier management approaches are employed.

Version No: 1.2 Version Date: 1st June 2022