PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS.

These Terms and Conditions apply to all Agreements between WCS Agency Limited and the Supplier.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, the following terms shall have the following meanings:

• "Agency" / "WCS": Means WCS Agency Limited, a company registered in England and Wales with company number 13031336 whose registered office is at Dolphin House, Church Street, Cardiff, Wales, CF10 1BG
• "Agreement": Means the contract between WCS and the Supplier for the supply of Goods and/or Services, comprising the Purchase Order (if applicable), these Terms and Conditions, and any other documents expressly incorporated by reference.
• "Client": Means any client of WCS for whom or in relation to whom the Supplier may be providing Goods or Services.
• "Confidential Information": Means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential," "Proprietary" or some similar designation, or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, information relating to WCS's or its Clients' business, products, services, strategies, finances, technical data, trade secrets, know-how, personnel, and suppliers, as well as the terms of the Agreement.
• "Data Protection Legislation": Means the UK GDPR (General Data Protection Regulation), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 20036 (SI 2003/2426) as amended, and any other applicable laws relating to the processing of Personal Data and privacy, as amended or replaced from time to time.
• "Deliverables": Means all documents, products, materials, creative works, software, code, reports, specifications, data, and other items developed or supplied by the Supplier to WCS under the Agreement, including any Goods or Services.

• "Fees": Means the charges payable by WCS for the supply of the Goods and/or Services as set out in the Agreement or Purchase Order.
• "Goods": Means the goods (or any part of them) set out in the Purchase Order to be supplied by the Supplier.
• "Intellectual Property Rights" / "IPR": Means patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• "Personal Data": Has the meaning set out in the Data Protection Legislation.
• "Purchase Order" / "PO": Means WCS's written instruction (including email) to supply the Goods and/or Services, incorporating these Terms and Conditions.
• "Services": Means the services (or any part of them) set out in the Purchase Order to be provided by the Supplier.
• "Supplier": Means the person, firm or company who accepts the Purchase Order and agrees to supply the Goods and/or Services to WCS.
• "Terms and Conditions": Means these standard supplier terms and conditions.

 

1.2 Clause headings are for convenience only and shall not affect the interpretation of these Terms and Conditions. Reference to a clause is a reference to a clause of these Terms and Conditions.

2. BASIS OF CONTRACT

2.1 The Purchase Order constitutes an offer by WCS to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions.

2.2 The Purchase Order shall be deemed to be accepted on the earlier of: (a) the Supplier issuing written acceptance of the Purchase Order; or (b) the Supplier doing any act consistent with fulfilling the Purchase Order, at which point and on which date the Agreement shall come into existence.

2.3 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any specific terms agreed in writing in the Purchase Order or a separate signed contract shall prevail over these Terms and Conditions in the event of conflict.

 

3. SUPPLY OF GOODS AND SERVICES

3.1 The Supplier shall supply the Goods and/or Services to WCS in accordance with the terms of the Agreement.

 

3.2 The Supplier warrants, represents and undertakes that it shall:

(a) perform the Services with reasonable care, skill and diligence in accordance with best industry practice;

(b) ensure the Deliverables conform with all descriptions, specifications, samples, and performance criteria set out or referred to in the Purchase Order or otherwise agreed in writing;

(c) use personnel who are suitably skilled, experienced and qualified to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Agreement;

(d) comply with all applicable laws, regulations, codes of practice, and WCS's policies (including but not limited to health and safety, security, ethics, anti-bribery, and data protection policies) as notified to the Supplier from time to time, particularly when accessing WCS or Client premises;

(e) co-operate with WCS and, where requested, WCS's Client in all matters relating to the Goods and/or Services, and comply with all reasonable instructions of WCS;

(f) obtain and maintain all necessary licences, permissions, consents, and insurances required to carry out its obligations under the Agreement;

(g) hold any materials, equipment, documents, or other property of WCS or its Clients ("Agency Materials") provided to the Supplier in safe custody at its own risk, maintain Agency Materials in good condition until returned to WCS, and not dispose of or use Agency Materials other than in accordance with WCS's written instructions or authorisation;

(h) not do or omit to do anything which may cause WCS or its Clients to lose any licence, authority, consent or permission on which they rely for the purposes of conducting their business, or which may damage the goodwill or reputation of WCS or its Clients;

(i) notify WCS immediately if it becomes aware of any actual or potential conflict between its own IPR and the IPR of WCS or its Clients related to the Deliverables.

 

3.3 Timely provision of the Goods and/or Services is of the essence for the Agreement. The Supplier shall meet any performance dates or delivery timescales specified in the Purchase Order or otherwise agreed in writing. The Supplier shall notify WCS immediately if it becomes aware of any likely delay.

 

4. DELIVERABLES AND ACCEPTANCE

4.1 The Supplier shall deliver the Goods to the location specified in the Purchase Order during WCS's usual business hours, or as otherwise agreed. Delivery is completed when the Goods are unloaded at the specified location. Responsibility and risk in the Goods shall remain with the Supplier until completion of delivery and acceptance by WCS.

4.2 Title to the Goods shall pass to WCS on the earlier of payment or completion of delivery.

4.3 WCS shall not be deemed to have accepted any Deliverables until it has had a reasonable time (not less than 5 working days) to inspect or review them following delivery or performance.

4.4 If any Deliverables do not conform with the Agreement (including requirements for quality, specification, or fitness for purpose), WCS may, without prejudice to its other rights and remedies:

(a) reject the Deliverables (in whole or in part) and require the Supplier, at the Supplier's expense, to promptly repair or replace the rejected Deliverables or re-perform the Services; or

(b) require the Supplier to repay the price of the rejected Deliverables in full (if paid); or

(c) claim damages for any costs, loss or expenses incurred by WCS which are attributable to the Supplier’s failure.

 

4.5 If the Supplier fails to promptly repair/replace rejected Deliverables or re-perform rejected Services, WCS may obtain substitute items or services from a third party, and the Supplier shall reimburse WCS for the costs incurred.

 

5. CHARGES AND PAYMENT

5.1 The Fees for the Goods and/or Services shall be as set out in the Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Agreement. Unless otherwise agreed in writing, the Fees are inclusive of all costs, expenses, packaging, insurance and carriage.

 

5.2 The Supplier shall invoice WCS on or at any time after completion of delivery of Goods or performance of Services (or as otherwise specified in the PO). Where relevant, each invoice must quote the relevant WCS Purchase Order number, be a valid VAT invoice (where applicable), and be submitted electronically to [email protected].

 

5.3 Subject to the invoice being undisputed and the Supplier having fully complied with its obligations, WCS shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

 

5.4 WCS may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by WCS to the Supplier.

 

5.5 No payments in advance of delivery/performance will be made by WCS except where this is pre-agreed in writing.

 

5.6 WCS reserves the right to withhold payment for Deliverables that have not been provided in accordance with the Agreement.

 

6. INTELLECTUAL PROPERTY RIGHTS

6.1 In consideration of the Fees paid by WCS, the Supplier hereby assigns to WCS, with full title guarantee, all existing and future Intellectual Property Rights in and to all Deliverables created specifically for WCS under this Agreement, for the full duration of such rights, throughout the world. The Supplier shall procure that its personnel and sub-contractors waive any moral rights in such Deliverables to the extent permitted by law.

 

6.2 The Supplier shall, at WCS's request and expense, execute all such documents and do all such things as WCS may reasonably require to perfect the assignment under clause 6.1 and to enable WCS (or its nominee) to register, protect, and enforce the assigned IPR.

 

6.3 The Supplier warrants that it has obtained all necessary rights, licences, and consents to enable it to create the Deliverables and to grant the rights set out in this clause 6. It further warrants that the Deliverables and WCS's use of them will not infringe the IPR of any third party.

 

6.4 The Supplier shall grant WCS a non-exclusive, royalty-free, perpetual, irrevocable licence to use any pre-existing IPR owned by the Supplier ("Supplier Background IPR") which is incorporated into the Deliverables, solely to the extent necessary to enable WCS and its Clients to make full use of the Deliverables.

 

6.5 The Supplier shall indemnify WCS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs) suffered or incurred by WCS arising out of or in connection with any claim made against WCS for actual or alleged infringement of a third party's IPR arising out of, or in connection with, the supply or use of the Deliverables.

 

7. INDEMNITY

7.1 The Supplier shall indemnify WCS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) suffered or incurred by WCS arising out of or in connection with:

(a) any breach of the warranties or undertakings in Clause 3.2;

(b) the Supplier's breach or negligent performance or non-performance of the Agreement;

(c) any claim made against WCS by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods or Services supplied;

(d) any claim made against WCS by a third party arising out of or in connection with the supply of the Goods or Services.

 

7.2 This clause 7 shall survive termination of the Agreement.

 

8. INSURANCE

8.1 During the term of the Agreement and for a period of 5 years thereafter, the Supplier shall maintain in force, with reputable insurers, the following policies:

(a) Public Liability insurance with a limit of indemnity of not less than £2,000,000 per occurrence;

(b) Product Liability insurance (if supplying Goods) with a limit of indemnity of not less than £2,000,000 per occurrence and in the aggregate;

(c) Professional Indemnity insurance (if supplying Services) with a limit of indemnity of not less than £2,000,000 per claim and in the aggregate; and

(d) Employer's Liability insurance with a limit of indemnity of not less than £10,000,000 per occurrence.

 

8.2 The Supplier shall provide WCS with copies of the insurance policy certificates and evidence of payment of the relevant premiums on request.

 

8.3 The Supplier shall ensure that any subcontractors also maintain adequate insurance.

 

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of 5 years after termination, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any Client, except as permitted by clause 9.2.

 

9.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that such persons comply with this clause 9;

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

9.3 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Agreement.

 

9.4 The Supplier shall not make any public announcement, communication, or publicity release concerning the Agreement or its subject matter (including any reference to WCS or its Clients) without the prior written consent of WCS.

 

10. DATA PROTECTION

10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

 

10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, WCS is the Controller and the Supplier is the Processor in respect of any Personal Data processed by the Supplier on behalf of WCS in connection with the Agreement (unless otherwise specified).

 

10.3 The Supplier shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement:

(a) process that Personal Data only on the documented written instructions of WCS unless the Supplier is required by law to otherwise process that Personal Data;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not transfer any Personal Data outside of the UK or European Economic Area unless the prior written consent of WCS has been obtained and relevant safeguards are in place;

(e) assist WCS, at WCS's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities;

(f) notify WCS without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of WCS, delete or return Personal Data and copies thereof to WCS on termination of the Agreement unless required by law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and allow for audits by WCS or WCS's designated auditor.

 

10.4 WCS may require the Supplier to enter into a separate Data Processing Agreement (DPA) where the nature of the Services involves significant processing of Personal Data.

 

11. ANTI-BRIBERY AND MODERN SLAVERY

11.1 The Supplier shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements").

 

11.2 The Supplier shall have and maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

 

11.3 The Supplier shall comply with the Modern Slavery Act 2015 and maintain policies and procedures to ensure that modern slavery is not taking place anywhere in its own business or in any of its supply chains.

 

11.4 Breach of this clause 11 shall be deemed a material breach of the Agreement.

 

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, WCS may terminate the Agreement:

(a) for convenience by giving the Supplier 30 days' written notice;

(b) with immediate effect by giving written notice to the Supplier if:

(i) the Supplier commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

(ii) the Supplier repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

(iii) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(iv) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(v) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company);

(vi) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company);

(vii) the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;

(viii) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

(ix) the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(x) there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Tax Act 2010).

 

12.2 On termination of the Agreement for any reason:

(a) the Supplier shall immediately deliver to WCS all Deliverables whether or not then complete, and return all Agency Materials. If the Supplier fails to do so, then WCS may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;

(b) WCS shall pay the Supplier for all Goods and Services supplied in accordance with the Agreement up to the date of termination, provided such Goods/Services are accepted by WCS;

(c) the Supplier shall cease using any IPR assigned or licensed under this Agreement; and

(d) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect (including clauses 6, 7, 8, 9, 10, 13.7).

 

13. GENERAL

13.1 Force Majeure: Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Agreement by giving 7 days' written notice to the affected party.

 

13.2 Assignment and Subcontracting: The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of WCS. WCS may at any time assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights under the Agreement.

 

13.3 Notices: Any notice given under the Agreement shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email to the address specified for each party in the PO or their registered office (or principal place of business). A notice is deemed received: if delivered personally, when left at the address; if sent by post, at 9.00 am on the second working day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

 

13.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy.

 

13.5 Severance: If any provision of the Agreement is found to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

 

13.6 No Partnership or Agency: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose.

 

13.7 Third Party Rights: No one other than a party to the Agreement shall have any right to enforce any of its terms (under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

 

13.8 Entire Agreement: The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, negotiations, discussions, representations or proposals, whether written or oral.

 

13.9 Governing Law and Jurisdiction: The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.