INTRODUCTION

Each Contract sets out the entire terms and conditions upon which the Customer has agreed to purchase Goods and/or Services (as applicable) from the Supplier. The terms and conditions of each Contract apply to the exclusion of any other terms and conditions including any other terms and conditions which the Customer may purport to apply, whether through the use of any standard form documents (use of which shall be permitted by the Supplier for convenience only, subject to the foregoing) or otherwise. THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 12 (SUPPLIER’S LIABILITY).

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions and each Contract the following words have the following meanings: Anti-Bribery and Corruption Requirements means all Applicable Laws relating to anti-bribery and anti-corruption including the Bribery Act 2010; Applicable Law means all statutes, laws, statutory instruments, bye-laws enactments, orders, rules, regulation or other similar instruments having the force of law in the territory where the Goods and/or Services are supplied; Charges means the charges payable by the Customer for the Services as detailed in the applicable Quotation; Conditions means these terms and conditions; Confidential Information means, subject to Clause 15.5, all information relating to a party's business products and services (including operations, plans, market opportunities, customers, know-how (including designs, processes of production and technology), trade secrets and software) and/or any personal data disclosed to the other party (whether by or on the behalf of the other party) whether in writing, orally or by any other medium; Contract means a contract between the Customer and the Supplier for the sale and purchase of Goods and/or Services (as applicable) made subject to and incorporating these Conditions which has come into force following the acceptance of an Order by the Supplier in accordance with Clause 2.4; Customer means the entity which places an Order which is accepted by the Supplier in accordance with Clause 2.4; Force Majeure means any event or circumstance beyond the reasonable control of the Supplier (whether or not in existence and whether or not foreseeable as at the date any Order is accepted by the Supplier in accordance with Clause 2.4) including any act of God, war, riot, terrorism, explosion, illness, epidemic or pandemic (including Covid-19 and all variants thereof), general market shortages of labour, materials or equipment which are not specific to the Supplier only, abnormal, extreme or unusual weather conditions, loss of utilities, fire, flood, strike, lock out or industrial dispute and/or governmental or regulatory authority action; Goods means the goods (if any) as detailed in the applicable Quotation issued by the Supplier which results in an Order being placed by the Customer and accepted by the Supplier in accordance with Clause 2.4 as the same may subsequently be amended in accordance with Clause 3.1(a) or 6.1; Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including without limitation know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including without limitation 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 together with all rights of action, powers and benefits arising from ownership of any such rights, including without limitation the right to sue for damages and other remedies in relation to all causes of action arising before, on or after the date of these Conditions; Order means the Customer's order for any Goods or Services submitted in response to a Quotation. Orders may be given by the Customer verbally, in writing, using a Customer provided purchase order or other similar form (but excluding for the avoidance of doubt any terms and conditions which the Customer may have purported to apply in any such purchase order or other similar form) or via the Supplier’s website (where such website provides order submission functionality); Quotation means a written quotation issued by the Supplier (which may be given via email) setting out the Supplier’s quotation for the provision of the Goods and/or Services to the Customer including the Supplier’s prices for such Goods and/or Charges for such Services; Relevant Anti-Slavery Requirements means all Applicable Laws relating to the prevention of modern slavery and human trafficking including the UK Modern Slavery Act 2015; Services means the services (if any) as detailed in the applicable Quotation issued by the Supplier which results in an Order being placed by the Customer and accepted by the Supplier in accordance with Clause 2.4 as the same may subsequently be amended in accordance with Clause 3.1(a) or 6.1; Specification means any specification for Goods or Services as provided by the Supplier in a Quotation issued by the Supplier to the Customer which results in an Order being placed by the Customer and accepted by the Supplier in accordance with Clause 2.4 (or where no such specification is provided for in a Quotation, the Supplier’s most recent published standard specification for the Goods or Services in question as at the date of acceptance of the Order in question); Supplier means the relevant entity within the Vp Group which accepts an Order from the Customer in accordance with Clause 2.4. Should no such entity be specified then Hire Station Limited (trading as ESS) shall be deemed to be the Supplier; and Vp Group means Vp Plc (Company Number 00481833) whose registered office is at Central House, Beckwith Knowle, Otley Road, Harrogate, North Yorkshire, HG3 1UD together with any and all Parent Undertakings and Subsidiary Undertakings of Vp Plc from time to time (the expressions “Parent Undertaking” and “Subsidiary Undertaking” each being as defined under s1162 of the Companies Act 2006) and any other entities who Vp Plc may deem from time to time to be part of the Vp Group.

1.2 In these Conditions and each Contract: (a) headings are inserted for convenience only and shall not affect construction or interpretation; (b) references to Clauses are to the Clauses of these Conditions; (c) words denoting the singular shall include the plural and vice versa; (d) words denoting any gender shall include all genders; (e) any reference to any law, statute, statutory provision, statutory instrument, directive, subordinate legislation, code of practice or guideline shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; (f) use of words such as "include", "including" and "in particular" shall not limit the generality of any preceding or following words which are not intended to be exhaustive; and (g) a reference to “in writing”, “written consent” or other similar expressions includes email (unless otherwise specifically stated) but excludes fax.

2. BASIS OF CONTRACT

2.1 These Conditions apply to (and are deemed incorporated into) each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate whether through the use of any standard form documents (use of which shall be permitted by the Supplier for convenience only, subject to the foregoing) or otherwise, or which might otherwise be implied by trade, custom, practice or course of dealing.

2.2 Any Quotation issued by the Supplier is not an offer which is capable of acceptance by the Customer. A binding Contract shall only come into force if and when the Supplier subsequently accepts an Order in accordance with Clause 2.4. Any Quotation may be withdrawn or varied by the Supplier without liability on notice (which may be given verbally, via email or in writing) at any-time prior to Order acceptance in accordance with Clause 2.4 and in any event any Quotation shall automatically lapse 30 days after the date of issue (or on the expiry of any shorter validity period as may be specified in the Quotation in question).

2.3 Each Order constitutes an offer by the Customer to purchase the Goods or Services in question in accordance with and subject to these Conditions.

2.4 Each Order shall be deemed to be accepted and a legally binding Contract shall come into force if and on the earlier of: (a) the Supplier issuing a written acceptance of the Order (which may be provided via email); or (b) the Supplier commencing the provision of the applicable Services and/or delivery of the applicable Goods.

2.5 Once an Order has been accepted by the Supplier in accordance with Clause 2.4 then unless and only to the extent as may be specifically provided for otherwise under the Contract in question, that Contract may not be cancelled, postponed or varied by the Customer other than with the prior written consent of the Supplier (given at the Supplier’s discretion).

3. GOODS AND SERVICES

3.1 The Supplier will ensure that Goods and/or Services shall: (a) correspond with any Specification in all material respects (and after the acceptance of an Order the Supplier shall not make any change to any Specification which might reasonably be considered as likely to have a material adverse impact on the Customer without the written consent of the Customer (save where any such change is reasonably required as a direct result of any change in Applicable Law where the consent of the Customer shall not be required but the Supplier shall use its reasonable endeavours to notify the Customer of any such changes as soon as is reasonably possible) but the Supplier may make other minor changes without the need for consent from the Customer); (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier; (c) in the case of Goods, be free from defects in design, material and workmanship and remain so for 12 months after delivery (subject to Clause 3.5); (d) in the case of Services be performed using all reasonable skill, care and diligence by suitably skilled, qualified and experienced personnel; and (e) comply with all Applicable Laws (subject to Clause 8.1).

3.2 The Supplier shall, subject to Clause 8.1, ensure that at all times it has, maintains and complies with all licences, permissions, authorisations, consents and permits that it needs under any Applicable Law to lawfully carry out its obligations under each Contract.

3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations provided on the Supplier’s website or contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of any Contract nor have any contractual force unless and only to the extent provided for in any Specification or Quotation which results in an Order being placed by the Customer and accepted by the Supplier in accordance with Clause 2.4.

3.4 In view of the commitments given by the Supplier under Clause 3.1 as to the compliance of any: (a) Services with any Specification, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from any Contract; and (b) Goods with any Specification, the terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from any Contract.

3.5 The Supplier shall have no liability or responsibility to the Customer (whether under any Contract or otherwise) in respect of any failure of any Goods to comply with the warranty set out at Clause 3.1(c): (a) which is not notified by the Customer to the Supplier in writing within 30 days of the date on which the Customer first because aware (or ought reasonably to have become aware) of the alleged failure in question; (b) if the Customer fails to provide the Supplier with reasonable support and assistance (including access) to enable the Supplier to investigate the alleged failure in question; (c) if the Customer makes any further use of, or sells on the Goods after becoming aware of the alleged failure; (d) which is attributable to any failure by the Customer to follow the Supplier’s oral or written instructions as to the storage, handling and use of the Goods and/or any failure by the Customer to follow good trade practice regarding the same; (e) if the Customer alters the Goods (or permits any third party to do so) without the written consent of the Supplier; (f) where any failure of the Goods arises as a result of fair wear and tear, wilful damage, negligence, or abnormal or incorrect storage or working conditions; and/or (g) where any Goods differ from their Specification as a result of changes made to ensure that the Goods comply with any Applicable Law.

4. DELIVERY/PERFORMANCE

4.1 The Supplier shall, subject to Clauses 4.2 and 13, deliver Goods and/or perform Services (as applicable): (a) on the date(s) and during the time periods specified in the Contract; and (b) to or at the location as is set out in the Contract.

4.2 The Supplier may without liability suspend or decline to perform any Services if: (a) the Customer is unable or unwilling for any reason to provide at the request of the Supplier any certification or other documentation (including any risk assessment) which it is the responsibility of the Customer under Clause 7.1(e) or 8 to obtain and maintain; and/or (b) the Supplier (acting reasonably and in good faith) assesses that performance of those Services at the applicable location would be or may become: (i) unsafe (and in particular, create an unacceptable risk to personal safety); and/or (ii) result in any breach of Applicable Law, in either case where resulting from or reasonably attributable to any fact, matter or circumstance not the direct responsibility of the Suppler under the Contract in question (regardless of whether or not such fact, matter of circumstance is the responsibility of the Customer and whether or not constituting Force Majeure). The Charges shall continue to accrue and be payable by the Customer in the event of any Service suspension by the Supplier under this Clause 4.2.

5. RELIANCE ON REPORTS ETC.

5.1 Where the Services include the provision of any advice, recommendation or assessment by the Supplier for the Customer then any such advice, recommendation or assessment given by or on the behalf of the Supplier verbally shall be provided in good faith but for initial discussion and planning purposes only. The Customer shall not be permitted to place any reliance on any such verbal advice, recommendation or assessment unless and until it has subsequently been confirmed by the Supplier in writing.

6. SERVICE LIMITATIONS AND VARIATIONS

6.1 The Supplier’s obligation under each Contract is limited to delivering and performing the Goods and/or Services only as provided for under the Contract in question. The Supplier shall not be under any obligation to provide any additional or varied Goods and/or Services unless and only to the extent that the Supplier agrees to do so in writing (in which case the definition of Goods and/or Services shall be deemed amended accordingly).

6.2 If any individuals whom the Supplier engages in connection with the performance of the Services agree to undertake any additional or varied services prior to or without written confirmation from the Supplier under Clause 6.1 then, subject to Clause 12.1, such services are provided on an “as is” basis and the Supplier excludes any liability in respect of those services to the fullest extent lawfully permitted.

6.3 To the extent that any Services include the provision of medical support by the Supplier then such medical support shall be limited to the provision of immediate first aid/first responder support (including the provision of oxygen and initial pain relief) prior to transfer of the care of a patient to the emergency services or other applicable medical professional. Whilst any individuals whom the Supplier engages in connection with the performance of such Services will provide those in accordance with the requirements of Clauses 3.1 and 3.2, the Customer acknowledges that such individuals will not be certified doctors or paramedics and accordingly restrictions will apply to the extent of treatments which can be undertaken by those individuals prior to transfer of the care of a patient to the emergency services or other applicable medical professional.

7. CUSTOMER OBLIGATIONS

7.1 In addition and without prejudice to its obligations specified elsewhere in these Conditions and any Contract the Customer shall: (a) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier from time to time; (b) provide the Supplier (and/or procure for the Supplier), its employees, agents, consultants and subcontractors with access to any site, location, premises and other facilities as reasonably required by the Supplier in connection with the performance of the Services; (c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (d) prepare any site, location, premises or other facilities relevant to the performance of the Services as required under any Applicable Law and the terms of any Contract for the supply of the Services; and (e) obtain and maintain all necessary licences, permissions and consents which may be required for the performance of the Services at any site, location, premises and other facilities before the date on which the Services are to start (save to the extent that obtaining and maintain any such licences, permissions and/or consents is specifically stated to be the responsibility of the Supplier under the Contract in question).

7.2 If the Supplier's performance of any of its obligations under any Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) the Supplier may suspend without liability performance of the Services until the Customer remedies the Customer Default and rely on that Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations (and/or would require the Supplier to incur additional cost or expense which the Customer has not agreed in writing to reimburse the Supplier for); (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any such of its obligations; and (c) the Customer shall reimburse the Supplier on demand for any losses and/or reasonable additional costs or expenses sustained or incurred by the Supplier arising directly from the Customer Default.

8. HEALTH AND SAFETY ARRANGEMENTS

8.1 The Supplier shall only be responsible for compliance with Applicable Laws relating to health and safety (including, without limitation, the Health and Safety at Work, etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, and the Confined Spaces Regulations 1997) to the extent that they relate directly to: (a) the Services provided by the Supplier; and/or (b) otherwise to matters within the direct control of the Supplier. Subject to the foregoing, the Customer shall otherwise retain full responsibility for ensuring compliance with all such Applicable Laws at any site, location, premises or other facility at which any Services are to be performed by the Supplier.

8.2 Without prejudice to any other obligations under these Conditions, each party shall provide to the other such reasonable co-operation as may be requested to assist with the discharge by the other party of its duties under Applicable Laws relating to health and safety.

9. TITLE AND RISK

9.1 Risk of loss or damage occurring to any Goods shall pass from the Supplier to the Customer on delivery of the Goods in question to the Customer or the Customer’s nominated delivery contact for those Goods (as applicable).

9.2 Ownership of any Goods delivered to the Customer shall not pass from the Supplier to the Customer unless and until the Supplier has received from the Customer in full in cleared funds payment of the price of those Goods.

9.3 Until title to any Goods has passed to the Customer, the Customer shall: (a) hold those Goods on a fiduciary basis as the Supplier’s bailee; (b) store those Goods separately from any other items held by the Customer to that they remain readily identifiable as the Supplier’s property; (c) not remove, deface or obscure any markings on the Goods or their packaging which identifies the Goods as the Supplier’s property; and (d) maintain those Goods in a safe and satisfactory condition and keep them insured against all usual risks for their full price but, the Customer may resell on an arm’s length basis or use any Goods in the ordinary course of its business.

9.4 The Customer’s right of possession of any Goods in respect of which title has not passed to it shall immediately end in the event that the Customer suffers any event as detailed in Clause 11.1(b) and the Customer shall notify the Supplier immediately should it suffer any such event and shall also inform any receiver, manager, administrative receiver or similar who may be appointed with respect to any assets of the Customer that those Goods belong to the Supplier and are not assets belonging to the Customer.

9.5 The Customer shall allow the Supplier or its authorised representatives on request access any premises where any Goods in respect of which title has not passed to the Customer may be stored (or in the case of any premises not under the control of the Customer, shall procure that such access is granted for the Supplier or its authorised representatives) for the purposes of inspecting those Goods and verifying the compliance by the Customer with its obligations under Clause 9.3 and/or where the Customer’s right of possession of those goods has ended, for the purposes of recovering those Goods.

10. PRICE AND PAYMENT

10.1 Unless and only to the extent that the Charges for any Services are stated in the applicable Quotation to be calculated on another basis, the Charges for the Services shall be calculated on a time spent basis as follows: (a) the Charges shall be calculated in accordance with the Supplier's daily fee rates as set out in the applicable Quotation; (b) the daily fee rates for each individual are calculated on the basis of the working day as detailed in the applicable Quotation; (c) if any individual is required for any reason to work outside of the hours provided for a working day in the applicable Quotation (other than to remedy a material breach of a Contract by the Supplier) the Supplier may charge overtime at the rate provided for in that Quotation (but for the avoidance of doubt no discount shall be applied to that daily fee if any individual is required to work for less than those full daily hours); and (d) that daily fee shall accrue and be payable by the Customer during any period that Service provision may be suspend by the Supplier under its rights to do so pursuant to these Conditions.

10.2 Unless and only to the extent that any Quotation provides that Charges are stated on an expenses included basis, in addition to the Charges the Supplier may charge the Customer for any travel, accommodation and subsistence expenses reasonably and properly incurred by the individuals whom the Supplier engages in connection with the performance of the Services.

10.3 The Charges are stated inclusive of the costs of: (a) equipping any individuals whom the Supplier engages in connection with the performance of the Services with any personal protective equipment necessary to enable the Services to be performed in accordance with the requirements of Clauses 3.1 and 3.2; and (b) of any other materials and equipment which it is stated in the applicable Quotation or Specification will be maintained or provided by the Supplier. The Supplier may charge the Customer for any other materials or equipment reasonably required to provide the Services at the Supplier’s current list price from time to time or, where no list price is available, the direct cots to the Supplier of procuring the materials or equipment in question plus the Supplier’s usual profit margin for such materials or equipment.

10.4 Unless and only to the extent that another invoicing frequency is stated in the applicable Quotation, the Supplier may invoice the Customer for: (a) the price of any Goods supplied (as specified in the applicable Quotation) at any-time on or after delivery of the Goods in question to the Customer or the Customer’s nominated delivery contact for those Goods (as applicable); and (b) the Charges for the Services (and any expenses or other amounts which may fall due under a Contract) weekly in arrears.

10.5 The Charges, the price of Goods and any other amounts which may become payable under any Contract are stated exclusive of VAT which shall be payable in addition by the party making payment at the applicable rate from time to time in force subject to the provisions of a valid VAT receipt by the party receiving the payment in question.

10.6 The Customer shall pay all correctly submitted invoices (and any other amounts due to the Supplier under any Contract) in full cleared funds within 30 days of receipt by electronic transfer into such bank account as nominated by the Supplier in writing from time to time. All such payments shall be made by the Customer without set-off, deduction or withholding on any account.

10.7 If the Customer fails to pay any sum due from it under any Contract (including the Charges) by the due date for payment then the Supplier may: (a) charge interest on such amount together with the cost of recovery in each case, in accordance with the Late Payment of Commercial Debt (Interest) Act 1998; and/or (b) suspend without liability further provision of Services and/or delivery of Goods if the Customer fails to make all such overdue payments to the Supplier within 5 days of receipt of a written demand to do so from the Supplier (which may be provided via email).

11. TERMINATION

11.1 Either party may terminate a Contract at any-time by giving written notice to the other if the other party: (a) commits any material breach of that Contract and either that material breach is: (i) not capable of remedy; or (ii) capable of remedy, but the defaulting party fails to remedy it within 30 days of receiving a written notice from the first party containing particulars of the material breach in question and requiring it to be remedied; (b) becomes bankrupt or goes into liquidation (whether voluntary or compulsory), becomes insolvent, is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of that party or the other party suffers any similar process in any jurisdiction outside of England and Wales; and/or (c) ceases or threatens to cease carrying on its business, operations or activities.

11.2 Termination or expiry of any Contract on whatever basis shall be without prejudice to any rights or obligations of either party which have accrued prior to the date of termination and shall not affect the continuing in or coming into force of any provision of that Contract which, whether expressly or by implication, is to continue in or come into force following expiry or termination.

12. SUPPLIER’S LIABILITY THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF THIS CLAUSE)

12.1 Neither party seeks to limit or exclude in any way its liability for: (a) death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; (c) in respect of any breach of any condition implied under section 12 of the Sale of Goods Act 1979; and/or section 2 of the Supply of Goods and Services Act 1982; and/or (c) for any other matter or liability which cannot be lawfully limited or excluded. Each provision of each Contract shall be read as subject to this Clause 12.1 and no provision of any Contract is intended to nor shall be interpreted as seeking to limit or exclude any of the foregoing types of liability.

12.2 The Customer does not seek to limit or exclude in any way its liability to pay the Charges to the Supplier in accordance with each Contract.

12.3 Subject to Clauses 12.1 and 12.2 neither party shall have any liability arising under or in connection with any Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise for: (a) loss of business; (b) loss of use; (c) loss of profit; (d) loss of anticipated profit; (e) loss of contracts; (f) loss of revenues; (g) loss or damage to goodwill or brand or damage to reputation; (h) loss of anticipated savings; (i) site shut-down costs; and/or (j) any consequential, special or indirect loss or damage in any case, regardless of whether or not the party in question was aware or had been made aware (or ought reasonably to have been aware) at the time the Contract in question came into force of the risk that such loss or damage might occur.

12.4 Subject to Clauses 12.1 and 12.3, the aggregate liability of the Supplier arising under or in connection with each Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise shall be limited in the case of: (a) the supply of Goods to the price paid by the Customer for those Goods; and/or (b) the provision of Services and any other liability arising under or in connection with the Contract in question to the value of the Charges paid any payable by the Customer under that Contract.

13 FORCE MAJEURE

13.1 The Supplier shall not be liable for any failure or delay in complying with its obligations under any Contract where such delay or failure is reasonably attributable to an event of Force Majeure provided that the Supplier notifies the Customer as soon as reasonably practicable of any such failure or delay and uses its reasonable endeavours to overcome the impact of that event of Force Majeure as soon as is reasonably possible and to recommence full performance of any affected Contract in accordance with its terms as soon as is reasonably possible.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) including in any reports, method statements and assessments produced by the Supplier for the Customer shall be owned by the Supplier.

14.2 Subject to the payment of the Charges by the Customer in accordance with these Conditions, the Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a paid-up, worldwide, non-exclusive, royalty-free, perpetual and personal licence to use and copy any Supplier Intellectual Property Rights as referred to in Clause 14.1 solely for the purpose of receiving and using the Services but limited always to the purposes for which any report, method statement or assessment was provided. Subject to Clause 12.1 and without prejudice to the limits of the foregoing licence, the Supplier shall not be liable for any loss, cost, damage or expense suffered or incurred by the Customer as a result of the Customer re-using or relying on any report, method statement or assessment in connection with any matter unrelated to the receipt and use of the original Services to which that report, method statement or assessment relates and/or for any purposes other than those for which the report, method statement or assessment in question was provided.

15. CONFIDENTIALITY AND PUBLICITY

15.1 Each party shall maintain in confidence any Confidential Information of the other party and shall not use or disclose that Confidential Information other than as necessary to perform its obligations under a Contract or as otherwise authorised under these Conditions.

15.2 Without prejudice to any specific or additional obligations set out in any Contract, each party shall as a minimum apply the same degree of care and security to the Confidential Information of the other party as it applies to its own Confidential Information.

15.3 Each party shall be entitled to disclose the Confidential Information of the other party to such of the other members of its corporate group, its employees, authorised sub-contractors, agents, representatives, professional advisors, potential purchasers, investors or funders who have a need to know the same for the purposes of the implementation and operation of a Contract and/or the exercise of that party’s rights under a Contract (or, in the case of potential purchasers, investors or funders for the purposes of carrying out due diligence on the business of the party in question) but not otherwise or further.

15.4 Each party shall be liable for the acts or omissions of any person to whom it discloses any Confidential Information of the other party (regardless of whether or not the disclosure in question was authorised under Clause 15.3) and, prior to the disclosure of any Confidential Information of the other party to any such person, the disclosing party shall first make that person aware of their duties of confidentiality in respect of the Confidential Information of the other party to be disclosed to them.

15.5 The provisions of this Clause 15 shall apply throughout the term of any Contract and thereafter without limit in time but shall cease to apply in respect of any Confidential Information of a party which: (a) is or becomes public knowledge or enters the public domain other than as result of any breach by the other party of its obligations under this Clause 15 or a as a result of breach by any third party who owes a duty of confidence to the other party in respect of the Confidential Information in question; (b) is lawfully in the possession of the other party without restriction on disclosure prior to the date of its disclosure under this Agreement; (c) is independently developed by the other party without reference to any Confidential Information of the first party; (d) is provided to the other party by a third party who lawfully acquired it and is under no obligation further restricting its disclosure; and/or (e) the other party is required or requested to disclose pursuant to any legal, judicial, arbitral and/or regulatory action or proceeding by any competent authority in any competent jurisdiction (including the police and/or the Health and Safety Executive), and/or under the rules of any applicable stock exchange provided that where permitted, prior to any such disclosure that other party shall provide the first party with notice of the request to disclosure its Confidential Information and shall provide the first party with the opportunity to object to that disclosure and shall provide the first party with such reasonable support and assistance as it may request to assist it making its objection provided that the first party reimburses it for any costs and expenses reasonably and properly incurred by it in providing any such support and assistance.

15.6 Save only to the extent reasonably required to enable each party to comply with its obligations under a Contract and/or to exercise any of its rights under a Contract, neither party shall make any announcement concerning this Agreement nor otherwise publicise the existence of this Agreement without the prior written consent of the other party and then, only using such form of words as approved by that other party.

16. NON-SOLICITATION 

16.1 The Customer shall not (except with the prior written consent of the Supplier given at the Supplier’s discretion) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of or engagement by the Supplier of any person employed or engaged by the Supplier in the provision of the Services at any time during the term of the applicable Contract or for a further period of 6 months after the date of termination or expiry of that Contract other than by means of a general advertising campaign open to all comers and not specifically targeted at any of the staff of the Supplier.

17. SUPPLY CHAIN AND EMISSIONS DATA

17.1 The Supplier shall in respect of the performance of each Contract comply with all Relevant Anti-Slavery Requirements. Without prejudice to the generality of the foregoing the Supplier shall: (a) comply with any anti-modern slavery and/or ethical supply chain policies and procedures from time to time adopted by the Vp Group; (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and not do, or omit to do, any act that will cause or lead the Customer to be in breach of any of the Relevant Anti-Slavery Requirements.

17.2 The Supplier shall maintain such records as may be reasonably required from time to time to enable the Supplier to monitor and report its Scope 3 greenhouse gas emissions (as defined under Greehouse Gas (GHG) Protocol). At the request of the Customer (not more than once per calendar year) the Supplier shall provide copies of such records to the Customer to assist it to monitor and report its Scope 3 greenhouse gas emissions which are attributable to the Goods and/or Services procured from the Supplier.

18. ANTI-BRIBERY AND CORRUPTION MEASURES

18.1 The Supplier shall in respect of the performance of each Contract: (a) comply with all applicable Anti-Bribery and Corruption Requirements and not engage in any activity, practice or conduct which would constitute any breach of or any offence under any applicable Anti-Bribery and Corruption Requirements; (b) comply with any anti-bribery policies and procedures from time to time adopted by the Vp Group; and (c) without prejudice to the generality of the foregoing have and shall maintain in place adequate procedures to prevent the commission of bribery or corruption as required under the Bribery Act 2010.

19. VP GROUP COMPANIES

19.1 The Customer acknowledges that each Contract is entered into between it and only the Vp Group company named as the Supplier in the applicable Contract (or Hire Station Limited (trading as ESS) if no specific VP Group company is named in a Contract). Accordingly, no other member of the Vp Group shall have any liability to the Customer under or in connection with the Contract in question, whether under that Contract, these Conditions, any Applicable Law or otherwise. Each member of the Vp Group shall be entitled to directly enforce and rely on the benefit of this Clause 19.1.

19.2 Save only as provided for otherwise under Clause 19.1, a person who is not a party to a Contract shall have not right to enforce any term of that Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. GENERAL

20.1 Save only as specifically provided for otherwise under these Conditions, any notices to be served on either party by the other shall be in writing and sent by email with a delivery receipt requested to any email address which has been customarily used by the party receiving the notice in question to communicate in connection with these Conditions and/or the Contract to which the notice relates. Any such notice shall be deemed to have been received by the recipient at the time of issue by the recipient’s IT system of a notice of successful delivery provided applicable evidence of posting is retained and produced on request. For the avoidance of doubt a read receipt is not required to be issued for the purposes of deemed receipt under this Clause 20.1 and the provision of any out of office message shall not invalidate deemed receipt under this Clause 20.1.

20.2 The parties are with respect to each other independent contractors and nothing in these Conditions or any Contract and no actions taken by the parties under any these Conditions or any Contract shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between the parties.

20.3 Each Contract represents the entire agreement between the parties relating to the supply of the Goods or Services in question and supersedes all previous presentations made and/or agreements, negotiations and discussions between the parties relating to the same. Neither party may rely on any warranty or representation given by the other unless and to the extent set out in a Contract.

20.4 Save only to the extent as may be specifically provided for otherwise under these Conditions, no variation or amendment of any Contract shall be binding unless made in writing and signed by or on the behalf of each of the parties.

20.5 The Customer may not assign or transfer any of its rights and/or obligations under any Contract nor sub-contract the performance of any of its obligations without the prior written consent of the Supplier (at the discretion of the Supplier). The Supplier may assign or transfer any or all of its rights and/or obligations under any Contract.

20.6 The Supplier may sub-contract the performance of any of its obligations under any Contract without the prior written consent of the Customer but shall at all times remain primarily liable to the Customer for the acts and omissions of any of its sub-contractors as if those were the acts or omissions of the Supplier itself under the applicable Contact.

20.7 If any provision of these Conditions or of any Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect.

20.8 Save only as specifically provided for otherwise under these Conditions, the failure to exercise or delay in exercising any right or remedy under these Conditions or any Contract shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies (whether available under these Conditions, any Contract or as a matter of general law). No single or partial exercise of any right or remedy under these Conditions or any Contract shall prevent any further exercise of the right or remedy or any other right or remedy.

20.9 These Conditions, each Contract and any dispute or claim arising out of or in connection subject matter or formation (including any non-contractual disputes or claims) shall be governed by English law and, save in respect of the enforcement of any judgment, the parties agree to submit to the exclusive jurisdiction of the English courts.