These terms and conditions apply to the purchase of all goods and/or services by the Association of Chartered Certified Accountants (including subsidiary’s, assignees and successors) (“the Customer”) from suppliers where there is no written contract in place between ACCA and the supplier (the “Supplier”) which has been signed by both parties.
These terms and conditions apply to the Contract 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. The Contract shall commence and the Supplier will be contractually bound upon the dispatch of a purchase order by the Customer.
These Terms and Conditions shall apply to the supply of goods and/or services as detailed in the Purchase Order.
2.1 Contract: this contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these terms and conditions and the Purchase Order.
2.2 Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
2.3 Goods: the goods (or any part of them) set out in the Purchase Order.
2.4 IP Rights: means all intellectual property rights, including, but not limited to, patents, trade secrets, trademarks, trade names, copyrights and other rights in works of authorship (including in computer software), moral and artists' rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country.
2.5 Purchase Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form.
Services: the services, including any Deliverables, to be provided by the Supplier under the Contract.
The Supplier shall:
3.1 provide the Goods and/or Services to the Customer in accordance with the Purchase Order and these terms and conditions;
3.2 meet any performance dates for the supply of Goods and/or Services specified in the Purchase Order or notified to the Supplier by the Customer;
3.3 replace any Goods lost or damaged in transit at the Supplier's expense;
3.4 ensure Goods and/or Services are free from defects in design, materials and workmanship and provide a 12 month warranty in respect of all Goods and/or Services supplied to the Customer;
3.5 co-operate with the Customer in all matters relating to the supply of the Goods and/or Services, and comply with all instructions of the Customer;
3.6 supply the Goods and/or Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
3.7 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with these terms and conditions;
3.8 ensure the reliability of its personnel by vetting staff appropriately with regards to eligibility to work in the UK and for the handling or any sensitive or confidential information;
3.9 ensure that the Goods and/or Services will conform with all descriptions and specifications set out in the Purchase Order, and that the Goods and/or Services shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
3.10 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
3.11 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Goods and/or Services.
4.1 If the Supplier fails to deliver the Goods and/or perform the Services in accordance with the Purchase Order and these Terms and Conditions, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:
4.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
4.1.2 to refuse to accept any subsequent performance of the Contract which the Supplier attempts to make;
4.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute Goods and/or Services from a third party;
4.1.4 where the Customer has paid in advance for Goods and/or Services that have not been provided by the Supplier, to have such sums refunded;
5.1.5 to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet applicable dates.
4.2 The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law.
4.3 If the Goods and/or Services do not so comply the Customer is entitled at its option either to return the Goods at the risk of the Supplier and reject the Goods and/or Services and require the Supplier to re-perform the Contract, or accept the whole or part of the Goods and/or Services supplied by the Supplier but without prejudice to any rights of the Customer to claim compensation or damages for loss or damage suffered as a result of such failure to comply.
The Customer shall:
5.1 provide the Supplier with reasonable access at reasonable times to the relevant Customer premises for the purpose of fulfilling their obligations under this Contract; and
5.2 provide such information that the Customer considers reasonable in order for the Supplier to meet their obligations under this Contract.
6.1 The price for the Goods and/or Services shall be the price set out in the Purchase Order, and shall be the full and exclusive remuneration unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.
6.2 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
6.3 For payments made from the UK, ACCA uses a system called Basware for the processing of its requisitions and purchase invoices. The Customer will provide the relevant information to enable the Supplier to register on the Basware network. The Supplier agrees to register on the Basware network and submit invoices electronically via the Basware portal.
6.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days from receipt of a correctly rendered invoice submitted via the Basware portal.
6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
6.6 The Customer may carry out an anti-fraud check prior to any account set up and have the right to carry out a credit check at any time.
6.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
6.8 The Supplier shall maintain complete and accurate records of the time spent and materials used in providing the Goods and/or Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
6.9 For all payments , the ACCA uses a network called ‘Basware’ for the processing of its requisitions and purchase invoices. Prior to the Effective Date of your contract, the ACCA will provide the relevant information to enable the Supplier to register on the Basware network. The Supplier agrees to register on the Basware network and submit invoices electronically via the Basware portal.
7.1 In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.
7.2 The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Goods and/or Services, including for the avoidance of doubt the Deliverables.
7.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
8.1 The Supplier shall keep the Customer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other fees and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:
8.1.1 any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Goods and/or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
8.1.2 any claim made against the Customer for actual or alleged infringement of a third party's IP Rights arising out of, or in connection with the use or supply of the Goods and/or Services.
8.1.3 any claim made against the Customer for actual or alleged breach of the Data Protection Act 2018 (DPA)
8.2 During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate in respect of each insurance.
8.3 The Customer shall in no circumstances whatsoever be liable for any loss of profits or indirect or consequential loss howsoever arising from this Contract.
8.4 Except in the case of death or personal injury arising from negligence, the Customer shall not be liable for any special, indirect, consequential or economic loss (including loss of profit, business, revenue, goodwill or anticipated savings) however caused and even if foreseeable. In addition, the Customer’s aggregate liability under this Contract is limited to the price under this Contract.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.
The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice:
10.1.1 in respect of the supply of Services, by giving the Supplier 7 days written notice; and
10.1.2 in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
10.1.3 if the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing of the breach;
10.1.4 if 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);
10.1.5 if the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.
11.1 On termination of the Contract or any part of it for any reason:
11.1.1 where the Services are terminated, the Supplier shall immediately deliver to the Customer all Deliverables, whether or not then complete, and return all relevant materials. If the Supplier fails to do so, then the Customer may without limiting its other rights or remedies 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 Contract;
11.1.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
11.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 The Supplier shall comply with all applicable laws and regulations in relation to anti-bribery, anti-money laundering anti-corruption, modern slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015, the Proceeds of Crime Act 2002, Terrorism Act 2000, Money Laundering Regulations 2007 and the UK Bribery Act 2010.
12.2 The Supplier shall promptly report any request or demand for any undue inducement of any kind in connection with the performance of the Contract.
12.3 Breach of this clause 12 shall be deemed to be a material breach.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.
13.3 Without prejudice to the generality of clause 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Customer and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of this agreement.
13.4 Without prejudice to the generality of clause 1.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
13.5 he Supplier shall not appoint a third-party processor of Personal Data under this agreement unless the Customer has provided its prior written consent.
14.1 This Contract constitutes the entire agreement between the parties with respect to its subject matter and shall have effect to the exclusion of any other memorandum, agreement or understanding of any kind between the parties preceding the date of this Contract relating to the provision of the Supplier's time or services in whatever manner.
14.2 This Contract may only be amended, superseded, cancelled or any of its terms and conditions waived by written instrument signed by or on behalf of the Customer and the Supplier or, in the case of waiver, of the party waiving compliance.
14.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.4 Nothing in the Contract 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.
14.5 A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.6 The Supplier shall not sub-contract or assign or transfer this contract except with the consent in writing of the Customer.
14.7 The failure or the delay on the part of any party to exercise or enforce any right, power or privilege under this Contract will not operate as a waiver, nor will the single or partial exercise of any right, power or privilege preclude any other or further exercise of that or any other right, power or privilege. If any party expressly waives any breach, such waiver will not operate as a waiver of a similar breach on another occasion or as a waiver of any other breach.
14.8 The parties will pay their own legal, professional and other costs in connection with the preparation and completion of this contract.
14.9 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at the address shown on the Purchase Order, and shall be delivered personally, or sent by first class post, commercial courier, or e-mail.
14.10 This Contract will be governed and construed in accordance with the Law of England and Wales and the parties to this agreement submit to the exclusive jurisdiction of the Courts of England and Wales.
15.1 If any dispute arises out of this Contract, the parties shall attempt to settle it by negotiation.
15.2 If the parties are unable to settle any dispute by negotiation within 30 days, any party may refer the dispute to a senior officer who shall attempt in good faith to resolve it.
15.3 For any reason if the senior officers are unable to resolve the dispute within 30 days of it being referred to them, any party can refer the dispute to the Centre for Effective Dispute Resolution ("CEDR") for mediation in accordance with the CEDR's model mediation procedure for the time being in force.
16.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (Force Majeure Event).