Standard Terms and Conditions

1. Definitions

In these Terms:

  • Agreement: the agreement between the Customer and Supplier comprising the Purchase Order and these Terms.
  • Customer: Grayling Communications Limited, Cirkle, or CDR (as applicable).
  • Supplier: the entity providing the Services and/or Deliverables.
  • Purchase Order (PO): an order issued by the Customer for the supply of Services or Deliverables.
  • Services: the services to be performed by the Supplier, as set out in the PO.
  • Deliverables: all documents, materials, content, data or outputs supplied or created by the Supplier under the Agreement.
  • Charges: the fees payable for the Services and Deliverables.
  • Commencement Date: the date stated on the PO, or the date the Supplier starts providing the Services, whichever is earlier.
  • Confidential Information: all confidential, proprietary or commercially sensitive information of either party.
  • Customer Materials: all materials, data, instructions or assets supplied by the Customer.
  • Data Protection Legislation: all UK data protection and privacy legislation in force from time to time.
  • Intellectual Property Rights (IPR): all copyright, design rights, database rights, trade marks, software rights, trade secrets and other intellectual property.

2. Basis of Agreement

2.1 The PO is the Customer’s offer to purchase the Services.

2.2 The Supplier accepts the PO by signing, confirming in writing, commencing work, or delivering any Services.

2.3 These Terms apply to the exclusion of any Supplier terms unless expressly agreed in writing by the Customer.

3. Supplier Obligations

The Supplier shall:

  1. perform the Services with reasonable skill, care, diligence and in accordance with industry best practice;
  2. meet all delivery dates, milestones and other requirements set out in the PO;
  3. ensure all Deliverables are fit for purpose and conform to any agreed specification;
  4. use suitably trained and experienced personnel;
  5. maintain all licences and approvals required to provide the Services;
  6. comply with all applicable laws, including anti-bribery, anti-corruption, sanctions, health and safety, equality, employment and advertising regulations where relevant;
  7. comply with the Accordience Group policies, available at www.accordience.com;
  8. comply with the Accordience Supplier Code of Conduct, as published on the Accordience website under the Suppliers section, and ensure its personnel and supply chain also adhere to it;
  9. safeguard Customer Materials and use them solely for providing the Services;
  10. obtain and maintain all third-party licences required for the Customer’s full use of the Deliverables;
  11. implement appropriate cybersecurity controls and notify the Customer promptly of any incident;
  12. notify the Customer promptly of any delay, risk, data incident, or other issue affecting performance.

4. Customer Obligations

The Customer shall provide reasonable information, decisions and cooperation required for the Supplier to perform the Services.

5. Charges and Payment

5.1 The Charges are as stated in the PO and include all costs unless otherwise agreed in writing.

5.2 The Customer shall pay valid invoices within 60 days of receipt.

5.3 VAT shall be payable where applicable.

5.4 The Customer may withhold any disputed sums while acting reasonably.

5.5 The Customer may set off any liability of the Supplier against amounts payable to the Supplier.

6. Intellectual Property Rights

6.1 Upon payment of undisputed Charges, all IPR in the Deliverables shall vest in the Customer.

6.2 The Supplier assigns to the Customer (with full title guarantee) all present and future IPR in the Deliverables.

6.3 Pre-existing Supplier Materials remain the Supplier’s property, but the Supplier grants the Customer a perpetual, irrevocable, transferable, royalty-free worldwide licence to use, reproduce, modify and adapt such materials for any purpose.

6.4 The Supplier shall obtain all third-party rights required for the Customer to use the Deliverables without further charge.

6.5 The Supplier waives (and shall procure waivers of) all moral rights in the Deliverables.

7. Data Protection

7.1 Each party shall comply with Data Protection Legislation.

7.2 Where the Supplier processes personal data on behalf of the Customer, a Data Processing Agreement shall apply.

7.3 The Supplier shall maintain appropriate technical and organisational measures and shall notify the Customer immediately of any data breach.

8. Confidentiality

Each party shall keep the other’s Confidential Information confidential and shall not disclose it except to employees or advisers who need to know it, or where required by law.

This obligation continues for three (3) years after termination.

9. Warranties

The Supplier warrants that:

  • the Services will be performed professionally and in accordance with the PO;
  • the Deliverables will be of satisfactory quality, fit for purpose and free from material defects;
  • it has the expertise and resources to perform the Services;
  • use of the Deliverables will not infringe any third-party rights;
  • it will comply with all applicable laws and the Accordience Group policies and Supplier Code of Conduct.

10. Indemnities

The Supplier shall indemnify the Customer against all losses, damages, liabilities, costs and expenses arising from:

  1. any claim that the Deliverables or Services infringe third-party IPR;
  2. any breach of Data Protection Legislation;
  3. the Supplier’s negligence, fraud, or wilful misconduct;
  4. any breach of these Terms or applicable laws;
  5. any failure to obtain necessary third-party licences.

11. Limitation of Liability

11.1 Nothing in the Agreement limits or excludes liability for death or personal injury, fraud or fraudulent misrepresentation, breaches of Data Protection Legislation, or any liability which cannot be limited by law.

11.2 The Supplier is responsible for all losses and damages arising from its breach of these Terms, including (without limitation) losses relating to:

  • infringement of third-party IPR;
  • confidentiality breaches;
  • data loss or corruption;
  • regulatory penalties;
  • the reasonable costs of obtaining replacement services.

11.3 The Customer shall not be liable for any indirect, special or consequential loss, or loss of profit.

12. Remedies

If the Supplier fails to perform the Services or provides non-conforming Deliverables, the Customer may:

  • reject Deliverables;
  • require re-performance;
  • obtain replacement services at the Supplier’s cost;
  • require a refund of sums paid;
  • suspend or terminate the Agreement.

All remedies are in addition to the Customer’s rights at law.

13. Termination

The Customer may terminate the Agreement:

  1. for material breach not remedied within 10 days;
  2. immediately for insolvency, regulatory breach or change of control of the Supplier;
  3. immediately where the Supplier’s actions create material reputational risk;
  4. for convenience with 30 days’ written notice.

The Supplier may terminate for material breach not remedied within 30 days.

14. Consequences of Termination

Upon termination, the Supplier shall:

  • deliver all Deliverables (whether complete or not);
  • return or securely destroy Customer Materials;
  • continue to comply with confidentiality and data protection obligations;
  • cooperate reasonably to support a smooth transition.

15. Compliance, Ethics and Sustainability

The Supplier shall:

  1. comply with all applicable laws and regulations, including the Bribery Act 2010, Modern Slavery Act 2015, sanctions regulations and anti-money-laundering laws;
  2. comply with the Accordience Group policies at www.accordience.com;
  3. comply with the Accordience Supplier Code of Conduct, as published on the Accordience website under Suppliers, and ensure that its employees, contractors and supply chain follow these standards;
  4. maintain responsible sustainability and environmental practices;
  5. avoid conflicts of interest and notify the Customer immediately if one arises.

16. Cybersecurity & Business Continuity

The Supplier shall:

  • maintain adequate cybersecurity protections;
  • notify any cyber incident immediately;
  • maintain proportionate business continuity and disaster recovery measures.

17. Audit Rights

The Customer may, upon reasonable notice, audit the Supplier’s compliance with these Terms.

This shall be exercised proportionately and during normal business hours.

18. Insurance

The Supplier shall maintain insurance appropriate to the nature of the Services throughout the term of the Agreement and for six (6) years thereafter.

19. General

  • Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
  • Assignment: Supplier may not assign or transfer this Agreement without the Customer’s consent.
  • Severance: If any clause is invalid, the remainder remains effective.
  • Notices: Must be in writing and sent to the address in the PO.
  • Entire Agreement: The PO and these Terms form the entire agreement between the parties.
  • Governing Law: The Agreement is governed by the laws of England & Wales.
  • Jurisdiction: The courts of England & Wales have exclusive jurisdiction.