Hft Purchase Terms
These terms set out the contractual relationship between Hft and the Supplier and come into effect on the date of the Purchase Order. Supplier’s own terms and conditions are excluded and do not apply to the Order. All terms and conditions are subject to English law and jurisdiction. No rights are granted to third parties.
Performance and Delivery
Supplier shall supply the Products and/or perform the Services in accordance with the Order and will ensure that they protect the human rights of their employees and treat them with dignity and respect. Suppliers are expected to provide a fair and ethical workplace which integrates appropriate employment and welfare standards practice into their business (including relevant health and safety legislation).
There shall be no recruitment of child labour – the Supplier will comply with laws and regulations related to minimum working age. No employee of age any, including apprentices or vocational students, may be employed in breach of local regulations governing the minimum age of work or the compulsory age for schooling.
Suppliers will ensure that: (i) the goods correspond with their description, the Order and any specification; (ii) the goods are of satisfactory quality, free from defects as per the industry standard, and are fit for the purpose made known to the Supplier by the Purchaser; (ii) the services are performed with the best care, skill and diligence in accordance with best practice in the Supplier’s industry (including those who are working under a common law apprenticeship); and (iv) the goods and services are supplied in compliance with all applicable law, including but not limited to the Modern Slavery Act 2015.
Risk and title pass on delivery. Supplier shall comply with all reasonable instructions provided by Hft.
Hft reserves the right to right to inspect any goods before they are delivered, and if the goods are not of a satisfactory quality Hft can require the Supplier to take remedial action. If the Supplier’s remedial action is not adequate, Hft reserves (i) the right to reject the goods and receive a refund if they are not supplied in accordance with the Order (e.g. if they are of sub-standard quality) or if they are supplied late; (ii) the right to require the Supplier to repair or replace rejected goods; (iii) the right to recover from the Supplier any expenditure incurred in obtaining substitute goods or services from a third party; and (iv) the right to claim damages for any additional costs arising from the Supplier’s failure to supply the goods or services in accordance with the Order.
The Supplier will bear the cost of delivery unless agreed and specified otherwise. Delivery will be deemed complete when goods have been receipted and a proof of delivery issued at the delivery location specified in the Order.
Price, Invoicing, Payment and Expenses
All pricing, invoicing and payments shall be in the currency stated in the Purchase Order.
The price is inclusive of VAT and all other duties, levies, costs or expenses of whatever nature, unless otherwise stated on the Purchase Order. Any included expenses will only be paid by Hft if they are incurred in accordance with the Purchase Order.
Supplier shall send Hft an invoice (meeting all requirements of Hft and the relevant tax authorities) to the address indicated on the Purchase Order. Supplier’s right to invoice shall not be considered acceptance that the Products and/or Services comply with the Order, and is without prejudice to all other rights Hft may have.
Hft shall pay invoices meeting the requirements set out in this clause 2 within the payment period as set out in the Purchase Order unless there has been any breach of the Order by Supplier, in which case Hft may withhold payment (in whole or in part and to the extent permitted by Applicable Law) until the breach is rectified. Hft may set off any sums owed to Hft by Supplier against the price.
Hft’s standard payment terms are 30 days EOM unless agreed separately in writing. Following written notice of an overdue payment Hft will pay interest at 2% above the Bank of England base rate.
Warranties & Indemnities
Supplier warrants that it shall supply all Products and Services in accordance with the Order and Applicable Law and ensure that all work is undertaken by appropriately qualified, trained and skilled personnel.
Unless otherwise specified in the Order, Supplier warrants that each Product shall remain free from material defects and errors in design, materials and workmanship under normal use and service (save those caused by normal wear and tear) for 24 months from the date of delivery, except in the case of software, that such software shall perform error free in conformance with the Order for 12 months from the date of delivery.
The Supplier undertakes to indemnify Hft against all losses Hft suffers as a result of any (a) claim made against Hft in connection with the supply of the goods or services; (b) infringement of third-party intellectual property rights; (c) breach of the confidentiality obligation and (d) breach of any data protection obligation.
The Supplier undertakes to indemnify Hft against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which Hft sustains or incurs as a result of any (a) claim made against Hft in connection with the supply of the goods or services; (b) infringement of third-party intellectual property rights; (c) breach of the confidentiality obligation and (d) breach of any data protection obligation PROVIDED ALWAYS that this indemnity shall not cover Hft to the extent a claim under it results from the negligence of Hft.
Termination
Either party may terminate this Order immediately on formal written notice and without liability to the other party if: (i) the other party commits a material breach of the Order and, in the case of a breach capable of remedy, fails to remedy such breach within 14 calendar days after receiving formal written notice to do so; or (ii) if the other party becomes insolvent or otherwise unable to pay its debts as they fall due.
Additionally, where Supplier is the breaching party, Supplier shall repay within 14 calendar days any part of the price which has been paid and Hft may return any Products or part thereof to Supplier (at Supplier’s expense).
Hft may terminate the Order at any time for convenience without liability to Supplier. In such circumstances, Hft shall pay a reasonable proportion of the price for any Products or Services provided and any committed and substantiated costs reasonably incurred by Supplier prior to termination.
Intellectual Property Rights
Each party retains ownership of its own pre-existing intellectual property rights.
New IPR shall be owned by Hft, and Supplier hereby assigns (by way of present assignment of future rights) all such New IPR to Hft.
Bribery and Corruption
Compliance with Applicable Law in relation to bribery and corruption is a matter of fundamental importance for Hft. Each party, including its employees, agents, consultants, contractors and subcontractors, shall: (i) act in accordance with all Applicable Law relating to bribery and corruption including but not limited to the UK Bribery Act 2010; (ii) not do or omit to do anything likely to cause the other party to be in breach of any of such Applicable Laws; (iii) not give, promise, receive or request any bribes (financial or other advantage), including in relation to any public official; (iv) maintain an effective anti-bribery (including gift and hospitality) compliance programme, designed to ensure compliance with such Applicable Laws, including the monitoring of compliance and detection of violations; and (v) reasonably assist the other party, at that other party’s reasonable request and expense, to comply with obligations related to bribery and corruption required by such Applicable Laws. Supplier shall promptly notify Hft of any allegation of fraud, bribery or corrupt practices made against Supplier in court, arbitration or administrative proceedings, or if any investigation is commenced in respect of such allegations.
Modern Slavery
Hft is committed to better understanding our supply chains and working towards greater transparency and responsibility towards people working in them, in accordance with our policy of observing the spirit of the Modern Slavery Act 2015. Where suppliers are required to submit a Modern Slavery Statement (ie have an annual turnover of £36m or more) they should do so.
Suppliers shall ensure they are not directly engaged in slavery, servitude, forced or compulsory labour, or human trafficking.
Suppliers shall take reasonable and proportionate steps, having regard to the nature of their business, to identify potential high and medium risks of slavery, servitude, forced and compulsory labour, or human trafficking in their supply chains. To the extent it is commercially practicable suppliers should use their buying power to influence their suppliers from such prohibited activities.
Data Protection and Confidentiality
If any Suppliers will, as a consequence of the Order, process personal data on Hft’s behalf in supplying the goods or services, then the Supplier will ensure that the data is processed, managed, stored and destroyed in line with the requirements of UK legislation and the General Data Protection Regulation 2018. Specifically, the Supplier will:
- only act on instructions from Hft.
- not sub-contract any activity without the prior written approval of Hft.
- implement appropriate technical and organisational measures to protect the OUR personal data from unauthorised or unlawful processing data and against accidental loss or destruction or damage.
- provide a written description of the technical and organisational methods employed by the Supplier for processing OUR personal data and of any proposed changes to before they are implemented.
- notify Hft of the name and contact details of your Data Protection lead or of your Data Protection Officer, if you have one, and notify us of any change to these details.
- report any actual or suspected breaches of information security or the contract to Hft as soon as possible after the report or detection of the incident. The Supplier shall, if a breach of security occurs, immediately take all reasonable steps necessary to:
- remedy such breach or protect the OUR personal data against any breach or threat; and
- prevent an equivalent breach in the future.
- notify Hft within 5 working days if it receives a request from a data subject for access to that person’s personal data.
- provide Hft with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person’s Personal Data.
- not disclose the Personal Data to any Data Subject or to a third party other than at the request of Hft or as provided for in this Agreement.
Hft is entitled, on giving at least 5 working days’ notice to the Supplier, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of OUR personal data by the Supplier.
The requirement to give notice will not apply if Hft believes that the Supplier is in breach of any of its obligations under this Agreement
The Supplier will not transfer any personal data outside the European Economic Area without Hft’s prior written consent.
At Hft’s request, and at the end of the Agreement, the Supplier shall provide to Hft a copy of all relevant personal data held by it in the format and on the media reasonably specified by Hft.
The Supplier will delete all relevant personal data as instructed by Hft and, in any case, 7 years after the end of this agreement, including deletion of any copies held in any system or paper record, any back-up or archive system or store. If the Supplier requires to keep the data for a longer period for the Supplier’s legitimate business purposes, that personal data must be anonymised and referred to solely by the number of this Purchase Order and the name of Hft.
The Supplier shall ensure that access to personal data is limited to:
- those employees who need access to the personal data to meet the Supplier’s obligations under these terms; and
- in the case of any access by any employee, such part or parts of the personal data as is strictly necessary for performance of that employee’s duties.
The Supplier shall ensure that all employees:
- are informed of the confidential nature of the personal data;
- have undertaken training in the laws relating to handling personal data; and
- are aware both of the Supplier’s duties and their personal duties and obligations under such laws and these terms.
The Supplier shall take reasonable steps to ensure the reliability of any of the Supplier’s employees who have access to the personal data.
Each party shall use all reasonable endeavours to execute and deliver such documents and perform such acts as may be necessary or desirable for the purpose of giving full effect to these terms.
Further Provisions
Supplier shall insure against all foreseeable risks and liabilities which it may face in relation to the Order.
Supplier shall not assign, novate, subcontract or otherwise transfer any of its rights or obligations under the Order without Hft’s prior written consent.
Any change to the Order and any waiver of rights thereunder may be made only by authorised representatives of the parties in writing (but for the avoidance of doubt not electronic mail).
These terms constitute the entire agreement between the parties relating to the subject matter hereof. If there is an inconsistency between any of the provisions of these terms and the provisions of any other Agreement the provisions of these terms shall prevail. For the avoidance of doubt the limitations and exclusions of liability contained in any other Agreement shall not apply to any default of these terms.
These terms and any dispute or claim arising out of or in connection with them, their subject matter or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Hft and the Supplier irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Definitions
“Applicable Law” means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant government or governmental agency, professional or regulatory authority applicable to the Products and/or Services and their procurement;
“Hft” means the HF Trust Ltd entity issuing the Purchase Order; and
“New IPR” means intellectual property rights arising from the development, creation, modification or customisation of any new materials in the course of the provision of the Services;
“Order” means the Purchase Order, these terms and any associated documentation identified in one of those documents as forming part of the Order (including, without limitation, any statement of work or work order);
“Personal data” includes sensitive personal data and means any information relating to an identifiable living person.
“Products” means any goods or other products (including software, documentation, and work products of any Services) purchased by Hft from Supplier under the Order;
“Purchase Order” means the purchase order issued by Hft;
“Services” means services purchased by Hft from Supplier under the Order;
“Supplier” means the entity named as the Supplier on the Purchase Order;