WEBSITE TERMS & CONDITIONS
These terms apply to the websites of all companies and divisions owned by Meritas Developments Limited, a company registered in England No: 07246160. By using this website you accept these terms and conditions, which shall be interpreted according to English law. While every care is taken to ensure that the information displayed on this website is correct, no warranty or representation is given as to its quality, accuracy, fitness for purpose, usefulness or completeness. All published material remains the copyright of the publisher. No part of this website may be reproduced stored in a retrieval system or transmitted, in any form, without prior permission of the copyright owner. To the full extent permissible by law, none of our companies or divisions shall have any liability for any damage or loss however it arises, resulting from the use of, or inability to use this website, or any material appearing on it. Users agree to indemnify and hold our companies and divisions harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, arising from your use of this website. This website contains some links to external sites. Our companies or divisions are not responsible for, and have no control over, the content of such sites. Our companies and divisions may make alterations to, or withdraw their website, or any part thereof, at any time.
STANDARD TERMS & CONDITIONS
The Customer’s attention is drawn to these terms and conditions of business which govern all contractual arrangements with Cawood Scientific Limited, whether trading through any of its operating divisions or otherwise.
2.1 In these conditions:
Analysis Request Form means the paperwork supplied by Cawood to the Customer or the online form that the Customer is directed to by Cawood (as applicable), containing questions for the Customer in relation to ordered Services and Samples to be submitted.
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Cawood means Cawood Scientific Limited, registered in England and Wales with company number 05655711, and whose registered office is at Coopers Bridge, Braziers Lane, Berkshire, RG42 6NS, whether trading through any of its operating divisions of: "NRM Laboratories", "Sciantec Analytical Services", and "Sci-Tech Laboratories", or in its own name.
Customer means any person who places an order for Services.
Conditions means the terms and conditions set out in this document, as amended from time to time.
Confidential Information means any and all information (which may be written, oral or in any other format) that: (i) is by its nature confidential; (ii) the other party knows or ought to know is confidential; (iii) is designated by either party as confidential; (iv) relates to the Samples, products, operations, systems, security, processes, procedures, tools, methodologies, utilities, knowhow, plans, intentions, product information, market opportunities, business affairs, financial position, assets, liabilities, business strategies (including marketing, advertising and commercial plans), ideas and business projections of either party, and is disclosed to or otherwise learnt or acquired by the other party in connection with a Contract (including information acquired during an audit of Cawood's premises), but which is not: (a) lawfully in the possession of the recipient before disclosure; (b) available to the recipient on a non-confidential basis prior to disclosure by the discloser; or (c) in the public domain other than as a direct result of the information being disclosed by the recipient or its representatives in breach of these Conditions (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);
Contract means the contract made between the Customer and Cawood and which is formed by acceptance of the Quotation by the Customer (either expressly or by the provision of Samples by the Customer to Cawood) for the supply of Services, incorporating these Conditions.
Data Breach means: (i) any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Information; (ii) any unauthorised or unlawful Processing of Personal Information; or (iii) any breach of Data Privacy Laws.
Data Controller has (until 25 May 2018) the meaning given to "Controller" under the Data Protection Directive 1995/46/EU and (from 25 May 2018) the meaning given to "Controller" under the General Data Protection Regulation (EU 2016/679).
Data Privacy Laws means all laws in any relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individual including, without limitation, (until 25 May 2018) the Data Protection Act 1998 and any other laws in force from time to time which implement the Data Protection Directive 1995/46/EC and (from 25 May 2018) the General Data Protection Regulation (EU 2016/679), and the equivalent in any other relevant jurisdictions all as amended or replaced from time to time.
Data Processor has (until 25 May 2018) the meaning given to "Processor" under the Data Protection Directive 1995/46/EU and (from 25 May 2018) the meaning given to "Processor" under the General Data Protection Regulation EU 2016/679).
Data Subject has (until 25 May 2018) the meaning given under the Data Protection Directive 1995/46/EC and (from 25 May 2018) the meaning given under the General Data Protection Regulation (EU 2016/679).
EEA means the member states of the European Union, Norway, Iceland, Liechtenstein and the United Kingdom.
ICO means the UK Information Commissioner's Office, or the equivalent national data protection authority in any relevant jurisdiction.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how, testing methods and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extension of such rights, and all similar or equivalent rights or forms of protection subsisting at any time in any part of the world.
Insolvency Event means any one or more of the following events: (i) an administrator, administrative receiver, receiver or manager, liquidator, provisional liquidator or similar officer is appointed in respect of the whole or any part of a party's assets and/or a winding up petition is issued against a party; (ii) the party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; and/or (iii) the party is subject to an event analogous to (i) or (ii) above in any other jurisdiction.
Personal Information means any information which: i) falls within the definition of "Personal Data" under the Data Protection Directive 1995/46/EU (until 25 May 2018) and within the definition of "Personal Data" under the General Data Protection Regulation EU 2016/679 (from 25 May 2018); and ii) in relation to which the Supplier is providing the Services or which the Supplier is required to Process (subject to the Data Privacy Laws) in connection with a Contract.
Processing has (until 25 May 2018) the meaning given under the Data Protection Directive 1995/46/EU and (from 25 May 2018) the meaning given under the General Data Protection Regulation EU 2016/679) (and Process, Processed and Processes shall be construed accordingly).
Quotation means any written quotation issued by Cawood to the Customer in relation to proposed Services.
Samples means the sample(s) supplied by the Customer to Cawood from time to time in order that Cawood may perform the Services.
Services means the analytical testing, investigation, test protocols or other investigation and technical services to be provided by Cawood as detailed in the Quotation.
3. CONTRACT FORMATION
3.1 Cawood shall supply the Services to the Customer subject to these Conditions, which shall apply to the provision of all Services carried out by Cawood.
3.2 Unless stated otherwise, the Quotation shall constitute an offer and will typically be open for acceptance by the Customer for the period specified in the Quotation. If the Customer’s acceptance of a Quotation is inconsistent with the Quotation or these Conditions, Cawood shall not be bound by such inconsistency unless it specifically agrees in writing to the relevant variation or inconsistency.
3.3 At its absolute discretion, Cawood reserves the right to withdraw a Quotation prior to acceptance by the Customer at any time. Cawood is not responsible whatsoever for any loss or damage encountered as result of this action.
3.4 The Customer acknowledges that any obvious typographical or clerical error or omission in any Quotation, invoice or other document issued by Cawood shall be subject to correction by Cawood at any time without any liability to Cawood
3.5 Any drawings, descriptive matter or advertising issued by Cawood, and any descriptions or illustrations contained in Cawood’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract nor have any contractual force.
3.6 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. SUPPLY OF SERVICES
4.1 Subject to these Conditions and unless otherwise agreed, Cawood shall supply the Services to the Customer (and employ the tests) in accordance with the accepted Quotation in all material respects. If a situation arises where Cawood deems the quoted method to be inappropriate or unsuitable, this will be discussed with the Customer prior to making any alterations in the methodology and pricing.
4.2 The Customer is responsible for providing Cawood with all relevant information regarding the Services required (and Samples provided) by the Customer and shall accurately fill out an Analysis Request Form prior to commencement of the Services (or provide equivalent paperwork detailing the requested information). The Customer acknowledges that failure to provide information and/or fill out an Analysis Request Form correctly may delay provision of the Services.
4.3 Cawood shall use reasonable endeavours to meet any performance dates specified in the Quotation (if any) but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Cawood reserves the right to extend the turnaround time for the provision of results.
4.4 Cawood shall have the right, without liability, to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Cawood shall notify the Customer in any such event.
4.5 Cawood warrants to the Customer that the Services will be provided using reasonable care and skill.
5. SUPPLY OF SAMPLES
5.1 The Customer shall provide Samples in such form and quantities as may be reasonably required by Cawood to provide the Services. Any alternative form and/or excess quantities of Samples provided to Cawood and requiring disposal may be charged as an additional cost to the Customer.
5.2 Cawood shall, where appropriate, supply the Customer with packaging and/or containers for the Samples to be collected and sent to Cawood and the supply of packaging for Samples will be considered in the Quotation. Any such packaging supplied by Cawood to the Customer is supplied for the sole purpose of receiving Services and the Customer agrees that any packaging supplied shall only be used for such purpose and that the packaging shall remain at all times the property of Cawood.
5.3 Cawood shall not be responsible for the integrity of any analysis, result or output of the Services where Samples have not been submitted to Cawood in packaging provided by Cawood or, otherwise, in accordance with Cawood's instructions.
6. COLLECTION OF SAMPLES
6.1 Where the Customer requires Cawood to collect Samples from the Customer, Cawood may appoint (on the Customer's behalf) a third party courier to collect and deliver the Samples to Cawood. Any third party courier used to deliver Samples is used at the Customer's own risk and Cawood shall have no liability whatsoever in relation to such courier services (including in relation to time of delivery).
6.2 The Customer shall be responsible for all charges in relation to any courier services commenced pursuant to Clause 6.1. Where Cawood arranges the collection of any Sample from a Customer and the Sample is not available for collection at the specified time as agreed between the parties, Cawood reserves the right to charge the Customer the price agreed for the collection of the Sample. In the event that the Services are terminated, the Customer shall be responsible for all courier costs incurred up to and including the date of such termination.
6.3 The Customer acknowledges that by requesting courier services it has authority to authorise the collection and delivery of Samples by the courier from the collection point to Cawood or such other location as agreed between Cawood and the Customer in writing.
6.4 The Customer agrees that the relevant courier’s receipt shall be conclusive evidence of the date and time of collection of Samples from the Customer.
7. ANALYTICAL SERVICES
7.1 In normal circumstances, analysis of Samples are carried out singly, strictly in accordance with Cawood’s quality assurance procedures. If duplicate or repeat analysis is expressly requested by the Customer following acceptance of a Quotation (that does not account for such duplicate or repeat analysis), then Cawood shall be entitled to increase the price and, once accepted by the Customer, this price increase shall be considered a variation of the Contract.
7.2 If the Customer requests duplicate or repeat analysis of a Sample in circumstances where the original analysis is found to be incorrect, no extra charge shall be levied for repeating or rectifying the analysis.
7.3 In certain circumstances, for example where a Sample received by Cawood is exceptionally heterogeneous, Cawood may deem repeat analyses of a Sample to be necessary in order to produce meaningful results. Should Cawood deem it necessary to carry out repeat analysis of any Samples, it shall discuss this first with the Customer (including any anticipated increase in the agreed pricing) and only proceed with the Services once the Customer has agreed to any increases in the pricing.
7.4 Cawood reserves the right, subject to prior agreement with the Customer, to levy a surcharge for Services required urgently where this urgency has not been factored into the original Quotation.
7.5 Laboratory records for accredited analysis such as chromatograms, notebooks, worksheets, test certificate and reports are retained by Cawood for four years from the date of receipt of a Sample, unless alternative longer arrangements are agreed in writing with the Customer prior to entering into the Contract, or a longer period is required by law.
7.6 Unless otherwise agreed by the parties in writing, Cawood may dispose of all Samples in line with the relevant site accreditation - this right to dispose will trigger, at the earliest, at 14 days from Cawood's receipt of the relevant Sample. In certain circumstances, Sample(s) will be retained by Cawood prior to disposal for longer periods. The time that Samples are retained is dependent on a number of factors including Sample type and site accreditation stipulations. If the Customer requires Cawood to retain Samples for a longer period of time than it otherwise would have retained them for, Cawood reserves the right to charge an additional storage fee at its standard rates from time to time.
7.7 The Customer acknowledges that Cawood is not a public analyst nor is it statutorily approved as a public analyst for the purpose of any legislation containing or referring to such expression.
7.8 The Customer shall notify Cawood in writing prior to the issuing of a Quotation if any of the Services (including any analysis of the Samples provided) are likely to be used for the purpose of arbitration or litigation. In the event that the Customer should fail to do so, Cawood may refuse to provide information and/or supporting data as expert testimony and/or for use in the legal proceedings and will not be responsible for any loss as a result of such refusal.
7.9 Subject to Clause 7.8 and Clause 7.10, if Cawood does agree to carry out an analysis for use in legal proceedings, any such analysis will be carried out in accordance with the procedures from time to time established by Cawood for the analysis of Samples required specifically for legal proceedings.
7.10 If a Quotation has been provided to the Customer and accepted in circumstances where Cawood was not aware that the Services (and analysis) in question would be used in legal proceedings, Cawood shall be entitled to vary the Contract accordingly to reflect the increased value of Services. Cawood shall proceed with the Services once the Customer has approved and accepted the revised pricing.
8. HEALTH & SAFETY
8.1 The Customer shall inform Cawood in advance of Cawood receiving any relevant Sample if the Sample contains hazardous, dangerous or harmful substances, including asbestos. In the absence of such express notification, the Customer warrants that no Sample will constitute or contain dangerous, harmful or hazardous materials. Cawood reserves the right to charge for any administration and/or specific handling requirements involved in handling hazardous, dangerous or harmful Samples (where it was not aware that these would be provided at the point of Quotation).
8.2 The Customer shall take all appropriate steps to ensure that Samples will not endanger the health and safety of Cawood, its employees or agents and that of any third party sub-contractor together with property, vehicles or premises.
8.3 The Customer shall indemnify and hold Cawood, its employees, servants, agents and subcontractors harmless from all claims and all direct, indirect or consequential liabilities and losses (including loss of profits, loss of business, depletion of goodwill and similar losses), incurred or paid by, Cawood, its employees, agents and subcontractors as a result of or in connection with the Customer’s breach of any of the provisions set out in Clause 8.1 and Clause 8.2.
9. CUSTOMER'S OBLIGATIONS9.1 The Customer shall:
(a) co-operate with Cawood in all matters relating to the Services;
(b) provide Cawood with such information and materials as Cawood may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(c) obtain and maintain all necessary licences, permissions and consents (including in relation to Samples) which may be required before the date on which the Services are to start;
(d) keep and maintain all materials and equipment (including packaging), documents and other property of Cawood supplied to the Customer (“Cawood Materials”), at the Customer's premises in safe custody and at the Customer's own risk, until returned to Cawood, and not dispose of or use Cawood Materials other than in accordance with Cawood’s express instructions;
(e) be responsible for ensuring that Samples for ‘Time Dependent Services’ (as specified in the Quotation or Analysis Request Form, if any) are delivered to Cawood promptly, that documentation for a ‘Chain of Custody’ is completed correctly and that appropriate labels are placed on the Samples to notify Cawood that the provision of ‘Time Dependent Services’ has been agreed between the parties;
(f) notify Cawood when Samples are despatched from outside the United Kingdom, with details in particular to enable customs clearance of Samples to be carried out effectively (if appropriate). Cawood shall not be held liable for any delays encountered as a result of a failure to carry out this notification. The Customer will be liable for and will indemnify Cawood against any Customs and Excise duties, charges or levies paid by Cawood in relation to Samples; and
(g) notify Cawood of any other relevant issues that Cawood should be made aware of. 9.2 If Cawood’s (or its employees’, agents’ and subcontractors’) performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation
(a) Cawood shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Cawood’s (or its employees’, agents’ and subcontractors’) performance of any of its obligations;
(b) Cawood shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Cawood’s (or its employees’, agents’ and subcontractors’) failure or delay to perform any of its obligations as set out in this Clause 9.2; and
(c) the Customer shall reimburse Cawood on written demand for any costs or losses sustained or incurred by Cawood arising directly or indirectly from the Customer Default.
10. PRICE AND PAYMENT FOR SERVICES
10.1 Unless otherwise agreed, the price for the Services shall be set out in the Contract.
10.2 Charges for services other than the Services (i.e. not included in the Quotation) will normally be calculated on a time and materials basis at Cawood's prevailing rate. Such charges will be discussed with the Customer in advance and the provision of Services commenced following the Customer's authorisation of the charges for the additional services. In relation to all Services, Cawood shall be entitled to charge the Customer for any expenses not quoted for but reasonably incurred by the individuals whom Cawood engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of Services provided by third parties and required by Cawood for the performance of the Services, and for the cost of any materials.
10.3 Cawood reserves the right to increase its list prices at any time. Cawood will endeavour to give the Customer written notice of any such increase one month before the proposed date of the increase.
10.4 If a purchase order number or equivalent reference is required by the Customer for payment of an invoice, it is the responsibility of the Customer to ensure that this is provided at the time of the submission of the relevant Samples. Cawood reserves the right to charge an administration charge for delays in providing these details.
10.5 Cawood shall invoice the Customer in accordance with the periods set out in the Quotation.
10.6 The Customer shall pay each invoice submitted by Cawood: (a) within 30 days of the date of the invoice (unless alternative payment terms are agreed); and (b) in full and in cleared funds to a bank account nominated in writing by Cawood, and time for payment shall be of the essence of the Contract. Receipts for payment will be issued only upon request by the Customer.
10.7 All amounts payable by the Customer under a Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Cawood to the Customer, the Customer shall, on receipt of a valid VAT invoice from Cawood, pay to Cawood such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
10.8 Should the Customer fail to make payment in full within 30 days of the date of invoice, without prejudice to any other right or remedy available to Cawood, Cawood: (a) shall be entitled to charge the Customer interest (both before and after any judgment) on the amount unpaid from the day that payment is due until the date of payment in full at the rate of 4% above the base rate from time to time of the Bank of England; and (b) reserves the right to suspend the provision of any Services to the Customer and withhold results and/or "Certificates of Analysis" relating to any outstanding Services until such time as any late payments are made in full. The Customer will be liable for payment of any costs and expenses whatsoever incurred by Cawood in the collection of any overdue payment amount.
10.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Cawood may at any time, without limiting its other rights or remedies, set-off any amount owing to it by the Customer against any amount payable by Cawood to the Customer.
11. INTELLECTUAL PROPERTY
11.1 As between the Customer and Cawood, all Intellectual Property Rights in or arising in connection with the Services (including without limitation the analyses and data relating to the results of the Services) shall be owned by Cawood. Cawood (and its successors, assignees and licensees) shall have the right to exploit such Intellectual Property Rights by any and all means and inany and all media throughout the world absolutely free from any restriction or encumbrance, without payment to the Customer. In particular, Cawood has the right to collate, aggregate and use anonymised results data for any purpose (including commercial exploitation) which it sees fit.
11.2 Subject to Clause 11.3, Cawood licenses all Intellectual Property Rights in the results of the Services to the Customer on a nonexclusive, worldwide and perpetual basis, to such extent as is necessary to enable the Customer to make reasonable use of the results of the Services.
11.3 The Customer acknowledges that, where Cawood does not own any materials or relevant Intellectual Property Rights, the Customer's licence of relevant Intellectual Property Rights is conditional upon Cawood obtaining a written licence (or sublicence) from the relevant licensor or licensors on such terms as will entitle Cawood to license such rights to the Customer.
11.4 The Customer warrants and undertakes that in the event that the Customer shall submit to Cawood any specifications, designs, plans or other materials (including Samples) that the same shall not breach any third party’s Intellectual Property Rights of whatever nature or howsoever occurring.
11.5 The Customer shall indemnify and hold Cawood, its employees, agents and subcontractors harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by Cawood, its employees, agents and subcontractors as a result of or in connection with any claim, action proceeding or allegation of whatever nature (whether in contract, tort, negligence or otherwise) that the specifications, designs, plans or other materials (including Samples) provided by the Customer infringe a third party's Intellectual Property Rights.
11.6 For the avoidance of doubt, Cawood shall retain all Intellectual Property Rights in any new processes or methodologies it develops during the provision of the Services.
12.1 Subject to the provisions of Clause 11.1, each of the parties undertakes with the other to keep confidential and not to disclose to any third party or use for any purpose (other than as contemplated by the Contract) any Confidential Information supplied by the other party save as may be required by law or to employees, agents and subcontractors who have reasonable need to see and use such Confidential Information and the receiving party shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. This Clause 12.1 shall survive termination of the Contract.
12.2 None of the material or information provided by Cawood to the Customer shall be used by the Customer to convey any connection with Cawood, or any endorsement or implied approval of, or on behalf of, Cawood of any aspect of the Customer’s business or products except for disclosures required by regulatory submissions or with the prior consent of Cawood.
13.1 Cawood shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any submission of Sample(s), data or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their arrival or non-arrival, or any other fault of the Customer.
13.2 Nothing in these terms or conditions shall limit or exclude Cawood’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.3 Subject to Clause 13.2: (a) Cawood shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and (b) Cawood’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer under the Contract in relation to the relevant Services.
13.4 The terms implied by sections 3 to 5 of the Supply Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.5 Any results given by Cawood to the Customer are given on the understanding that they are subject to normal experimental error and are based on the methods and techniques known by Cawood at the relevant time. Cawood accepts no liability whatsoever for any loss or damage resulting from any delay or the value of the result of the analysis issued.
13.6 The Customer confirms and acknowledges that it is the sole responsibility of the Customer to ensure that the particular Services are appropriate for the Customer’s requirements.
13.7 This Clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, Cawood may terminate any Contract by giving the Customer one month's written notice.
14.2 Without limiting its other rights or remedies, either party may terminate a Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; (b) the other party suffers an Insolvency Event; (c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (d) the other party's financial position deteriorates to such an extent that in Cawood's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.3 Without limiting its other rights or remedies, Cawood may terminate a Contract with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so; (b) Cawood considers (acting reasonably) that continuance of the Contract may cause Cawood significant reputational harm; or (c) Cawood suspects (acting reasonably) that the Customer has or is attempting to manipulate the results of Cawood's analyses in order to mislead a third party or is otherwise acting in a fraudulent manner in relation to the Services.
15. CONSEQUENCES OF TERMINATION
15.1 On termination of a Contract for any reason: (a) the Customer shall immediately pay to Cawood all of Cawood’s outstanding unpaid invoices (and any interest due) under that Contract and, in respect of Services supplied under a Contract where no invoice has been submitted, Cawood shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall immediately return all of the Cawood Materials provided by Cawood under that Contract. If the Customer fails to do so, then Cawood may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
16. FORCE MAJEURE
16.1 For the purposes of a Contract, “Force Majeure Event” means an event beyond the reasonable control of Cawood, its employees, agents or subcontractors including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Cawood or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 Cawood shall not be liable to the Customer as a result of any delay or failure to perform its obligations under any Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents Cawood from providing any of the Services under a Contract for more than four weeks, Cawood shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
17.1 The parties shall not, and shall procure that their directors, employees, agents, representatives, contractors or sub-contractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery and anticorruption laws, regulations and codes, including but not limited to the Bribery Act 2010.
17.2 The parties shall have in place adequate procedures designed to prevent any person working for or engaged by a party or any other third party in any way connected to a Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anti-corruption laws, regulations and codes, including but not limited to the Bribery Act 2010.
17.3 Breach of this clause 17 by the Customer shall entitle Cawood to terminate any Contract by written notice with immediate effect.
18. MODERN SLAVERY
18.1 The Customer shall, and Cawood shall procure (where relevant) that all persons who are performing services or providing goods in connection with, or which will or may be used in performing or to support the performance of any Contract in any part of the world (collectively, its Supply Chain) shall, at all relevant times: (a) comply with the provisions of the Modern Slavery Act 2015 (the Act) and all applicable laws, regulations, codes and guidance made under it or relating to it, and ensure that all of its relevant staff have received appropriate training on the same; (b) not engage in any activity, practice or conduct that would constitute an offence under the Act if such activity, practice or conduct were carried out in the UK; (c) comply with any policy relating to Slavery and Human Trafficking as required by Cawood; and (d) take all reasonable steps to ensure that Slavery and Human Trafficking are not taking place in its business, or its Supply Chain in the case of Cawood.
18.2 The Customer shall immediately notify Cawood if it has reason to believe that it or any person in its business is engaged in Slavery and Human Trafficking or is in breach, or is likely to breach, the Act or any provision of clause 18.1, or if it receives a communication from any person alleging any of the foregoing.
18.3 For the purposes of this clause 18, the phrase Slavery and Human Trafficking shall have the meaning given to it in Section 54 (12) of the Act.
19. DATA PROTECTION
19.1 The provision of the Services may require Cawood to Process Personal Information (e.g. name and address data) for and on behalf of the Customer. In respect of such Processing, the parties acknowledge and agree that: (a) the Customer shall be the Data Controller and Cawood shall be the Data Processor; (b) the Customer shall be solely responsible for determining the purpose(s) for which and the manner in which the Personal Information will be Processed by Cawood; and (c) Clauses 19.2 to 19.8 below shall apply.
19.2 The Customer shall: (a) comply with all Data Privacy Laws; (b) obtain and maintain all relevant registrations (and similar) required by Data Privacy Laws; and (c) ensure that all instructions that it issues to Cawood comply with Data Privacy Laws.
19.3 When Processing Personal Information as part of the delivery of the Services, Cawood shall: (a) Process the Personal Information only on the documented instructions of the Customer, except to the extent that any Processing of Personal Information is required by applicable law; (b) where Processing of Personal Information by Cawood is required by applicable law, Cawood shall inform the Customer of the relevant legal requirement before processing, unless such law prohibits Cawood from doing so; (c) notify the Customer where Cawood reasonably believes any documented instructions from the Customer in respect of the Processing of Personal Information infringe any Data Privacy Laws or any other applicable law; (d) ensure that its personnel who are authorised to Process the Personal Information have committed themselves to confidentiality; (e) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing; (f) only appoint a third party to Process Personal Information on its behalf in accordance with clauses 19.4 and 19.5 below; (g) taking into account the nature of the Processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's rights under Data Privacy Laws; (h) notify the Customer without undue delay after becoming aware of a Data Breach; (i) assist the Customer in its compliance with its obligations under Data Privacy Laws in respect of notifying Data Breaches to the ICO and affected Data Subjects, insofar as it is able taking into account the nature of the Processing and the information available to Cawood; (j) at the Customer's discretion, delete or return to the Customer all of the Personal Information Processed upon completion of the Services and delete any copies of such Personal Information unless any applicable law require that copies are kept. For the avoidance of doubt, this does not apply to anonymised results data which shall remain the property of Cawood and Cawood is entitled to use in accordance with clause 11; and (k) make available to the Customer all information necessary to demonstrate compliance with its obligations in this clause 19.3.
19.4 Cawood shall not sub-contract its Processing of Personal Information to a third party without the Customer's prior specific or general written authorisation (not to be unreasonably withheld, conditioned or delayed). Where any sub-contracting of Processing of Personal Information is based on the Customer's general written authorisation, Cawood shall inform the Customer of any intended changes concerning the addition or replacement of any sub-contractors and the Customer shall notify Cawood of any objections it has to any such changes in writing within five (5) Business Days, after which any such changes which the Customer has not objected to in accordance with this clause 19.4 shall be deemed to be accepted.
19.5 Where Cawood sub-contracts its Processing of Personal Information to a third party in accordance with clause 19.4 above, Cawood shall: (a) ensure that any such third party is subject to the same data protection obligations as those set out in clause 19.3 above; (b) obtain sufficient guarantees from any such third party that they will implement appropriate technical and organisational measures in such a manner that the Processing of Personal Information by such third party will meet the requirements of Data Privacy Laws; and (c) remain liable to the Customer for any Processing of Personal Information by any such third party.
19.6 Each party shall co-operate with the ICO on the request of the other party in respect of the performance of its tasks under any Contract.
19.7 Cawood shall not transfer Personal Information to any country outside the EEA without the prior written consent of the Customer, such consent may be subject to and given on such terms as the Customer may in its discretion prescribe (acting reasonably and in compliance with Data Privacy Laws).
19.8 In the event that the Customer consents to the transfer of Personal Data from the Suppler to a country outside of the EEA under clause 19.7, Cawood shall confirm in writing details of how Cawood will ensure an adequate level of protection and adequate safeguards in respect of the Personal Information that will be processed in and/or transferred outside of the EEA so as to ensure compliance with the Data Privacy Laws.
20.1 Assignment and other dealings (a) Cawood may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. Where Cawood subcontracts Services, it shall use reasonable endeavours to notify the Customer of any such sub-contracting and endeavour to clearly indicate the same in any Quotation and on subsequent 'Certificates of Analysis' provided by Cawood. (b) The Customer shall not, without the prior written consent of Cawood, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
20.2 Notices (a) 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 its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 20.2(a), if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
20.3 Severance (a) If any 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 shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (b) If one party gives notice to the other of the possibility that any provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.4 Waiver A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.5 Third parties A person who is not a party to the Contract shall not have any rights to enforce its terms.
20.6 Variation Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Cawood.
20.7 Entire Agreement The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Cawood which is not set out in the Contract.
20.8 Governing law and Jurisdiction This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).