EHE Group Supplier Terms & Conditions
These Supplier Terms and Conditions (Terms) apply to all Services provided by a member of the EHE Group (the Supplier) to any client (the Client). These Terms govern the provision of the Services unless expressly varied in writing.
THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).
1. INTERPRETATION
The following definitions and rules of interpretation apply in these Terms.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Services, as set out in the Statement of Work.
Client Background IPR: any Intellectual Property Rights owned or controlled by the Client (or licensed to the Client with rights to sublicense) prior to the date of engagement, or developed independently of it.
Client’s Equipment: any equipment provided by the Client which is used directly or indirectly in the supply of the Services.
Client Materials: all documents, information, items and materials in any form provided by the Client to the Supplier in connection with the Services including but not limited to the Client Background IPR.
Conditions: these terms and conditions as varied from time to time.
Data Protection Legislation: the UK Data Protection Legislation and all other applicable laws relating to personal data.
Deliverables: any output of the Services provided by the Supplier to the Client.
EHE Group: means, as the case may be, EHE Group Limited, EHE Ventures Limited, EHE Startup Factory Limited or any subsidiary or any holding company from time to time of those entities or any associated entities.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Services: the services to be provided by the Supplier more particularly set out in the Statement of Work.
Statement of Work: the statement of work document prepared by the Supplier setting out the terms and scope of the supply of Services, or as otherwise agreed in writing.
Supplier Background IPR: any Intellectual Property Rights owned or controlled by the Supplier prior to the engagement or developed independently of it.
Supplier’s Equipment: any equipment provided by the Supplier and used in the supply of the Services.
UK Data Protection Legislation: all applicable UK data protection and privacy legislation.
VAT: value added tax chargeable in the UK or elsewhere.
1.2Clause, Schedule and paragraph headings shall not affect interpretation.
1.3A reference to a person includes a natural or legal person.
1.4A reference to writing includes email.
1.5Words in the singular include the plural and vice versa.
1.6Any obligation not to do something includes an obligation not to allow it to be done.
2. COMMENCEMENT AND DURATION
2.1These Terms apply from the date the Supplier begins providing the Services and shall continue until completion of the Services unless terminated earlier in accordance with clause 11.
2.2The Supplier shall provide the Services to the Client in accordance with these Terms.
2.3These Conditions apply to the provision of Services to the exclusion of any other terms that the Client seeks to impose or incorporate.
3. SUPPLIER’S RESPONSIBILITIES
3.1The Supplier shall use reasonable endeavours to manage and complete the Services to the Client, in accordance with these Conditions in all material respects with reasonable care and skill.
3.2Any dates specified in the Statement of Work shall be estimates only and time is not of the essence for the performance of any of the Supplier's obligations in providing the Services.
3.3The Client acknowledges that the purpose of the Services may be to produce an MVP requiring further development, refinement and enhancement before it is suitable for full commercial deployment. The Supplier does not warrant that the Deliverables will be error‑free, will operate without interruption or error, or will be free from bugs, defects, vulnerabilities, viruses or other harmful code.
3.4The Supplier shall appoint a manager for the Services with authority to bind the Supplier.
3.5The Supplier warrants that any defects, errors, known vulnerabilities prior to delivery, viruses or other harmful code in the Deliverables which are notified by the Client within two weeks of completion shall be remedied at no additional cost within a reasonable timeframe, provided such defects do not arise from misuse, improper operation, use contrary to specification, or integration with unapproved systems.
4. CLIENT’S OBLIGATIONS
4.1The Client shall:
(a)co‑operate with the Supplier in all matters relating to the Services;
(b)appoint a manager with authority to bind the Client;
(c)provide access to premises, office accommodation, data and other facilities as reasonably required;
(d)provide all documents, information, items and materials required and ensure they are accurate and complete;
(e)inform the Supplier of all health and safety and security requirements applicable at its premises;
(f)ensure all Client Equipment is in good working order and suitable for use; and
(g)obtain and maintain all necessary licences and consents required to enable the Supplier to provide the Services.
4.2If the Supplier’s performance is prevented or delayed by any act or omission of the Client or any of its agents, consultants or other suppliers, the Supplier shall not be in breach of the Contract nor liable for any losses and the Supplier shall be allowed an extension of time equal to the delay.
5. NON‑SOLICITATION
5.1The Client shall not, without the prior written consent of the other, at any time from commencement of the Services until twelve months after termination, solicit or entice away, or employ or attempt to employ, any person engaged as an employee, consultant or subcontractor of the other party in the provision or receipt of the Services.
5.2Any consent may be subject to payment of a sum equivalent to 20% of the individual’s then‑current annual remuneration.
6. CHARGES AND PAYMENT
6.1In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with the Statement of Work and this clause 6.
6.2The Client shall reimburse the Supplier for:
(a)any expenses reasonably incurred by Supplier personnel in the performance of the Services, for example travel, hotel, subsistence and other ancillary expenses, which will be communicated to the Client in advance; and
(b)the cost of any materials or services procured by the Supplier from third parties for the performance of the Services.
6.3The Supplier shall invoice the Client for the Charges in accordance with the terms of the Statement of Work.
6.4The Client shall pay each invoice submitted by the Supplier within 30 days of the invoice date to a bank account nominated in writing by the Supplier.
6.5The Client shall pay, in cash, an amount equal to any VAT chargeable on the Charges on delivery of a VAT invoice.
6.6All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. INTELLECTUAL PROPERTY RIGHTS
7.1In relation to the Deliverables:
(a)subject to, and until completion of the assignment in clause 7.1(c), the Supplier and its licensors retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials, pending payment of the Charges in full;
(b)subject to, and until completion of the assignment in clause 7.1(d), the Supplier grants the Client a fully paid‑up, worldwide, exclusive (or in the case of the Supplier Background IPR non-exclusive), royalty‑free, perpetual and irrevocable licence to use the Supplier Background IPR and to copy and modify the Deliverables for the purpose of receiving and using the Services and Deliverables in its business, subject always to the Charges being paid in accordance with these Conditions.
(c)the Supplier hereby assigns (by way of present assignment of future rights) to the Client, with full title guarantee, all Intellectual Property Rights in the Deliverables (other than the Supplier Background IPR), such assignment to take effect automatically upon payment of the Charges in full. The Supplier hereby grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Supplier Background IPR to the extent necessary for the purpose of receiving and using the Deliverables. The Supplier shall promptly execute all documents and do all things reasonably required by the Client to perfect or evidence the Client's ownership of the Intellectual Property Rights assigned under this clause; and
(d)the Supplier retains all right, title and interest in and to the Supplier Background IPR. Nothing in these Conditions transfers, assigns or grants any rights in the Supplier Background IPR to the Client, except for the licence expressly set out in these Conditions. The Client shall not use the Supplier Background IPR for any purpose other than receiving and using the Deliverables and Services in accordance with these Conditions.
7.2In relation to the Client Materials, the Client:
(a)shall retain ownership of all Intellectual Property Rights in the Client Materials; and
(b)grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the purpose of providing the Services to the Client.
7.3The Client warrants that the Supplier’s receipt and use of the Client Materials shall not infringe any third‑party Intellectual Property Rights.
7.4The Client shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses arising out of any claim for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of the receipt and use of the Client Materials.
8. DATA PROTECTION
8.1Both parties shall comply with all applicable requirements of the Data Protection Legislation.
8.2To the extent that the Supplier processes any personal data of the Client, the Client is the controller and the Supplier is the processor. The Client warrants that it has the right to provide the personal data to the Supplier.
8.3The Supplier shall:
(a)process personal data only on documented instructions;
(b)implement appropriate technical and organisational measures;
(c)ensure personnel are subject to confidentiality obligations;
(d)not transfer personal data outside the EEA without appropriate safeguards;
(e)assist the Client with data subject requests;
(f)notify the Client without undue delay of any personal data breach;
(g)delete or return personal data on termination unless required by law to retain it; and
(h)maintain records demonstrating compliance.
8.4The Client consents to the Supplier appointing third‑party processors, for whom the Supplier remains fully liable.
9. CONFIDENTIALITY
9.1Each party shall keep confidential all confidential information concerning the business, affairs, Intellectual Property Rights, clients or suppliers of the other party, except where disclosure is permitted to personnel who need to know such information or where required by law.
9.2No party shall use the other party’s confidential information for any purpose other than performing its obligations under these Conditions.
10. LIMITATION OF LIABILITY: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1Nothing in these Conditions limits liability for:
(a)death or personal injury caused by negligence;
(b)fraud or fraudulent misrepresentation;
(c)breach of statutory terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2Subject to the above, the Supplier’s total liability to the Client shall not exceed the lower of:
(a)£500,000; and
(b)three times the Charges.
10.3The following types of loss are wholly excluded:
(a)loss of profits;
(b)loss of business or business opportunity;
(c)loss of agreements or contracts;
(d)loss or corruption of software, data or information;
(e)loss of or damage to goodwill;
(f)indirect or consequential loss.
10.4Unless the Client notifies the Supplier of a claim within three months of becoming aware of the event, the Supplier shall have no liability for that event.
10.5The Supplier shall not be liable for any losses incurred by the Client as a result of:
(a)using draft Deliverables as finished work; or
(b)using the Deliverables for any purpose other than that for which they were intended.
11. TERMINATION
11.1Either party may terminate the Services with immediate effect by written notice to the other party if:
(a)the other party commits a material breach of any term of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five days after being notified in writing to do so;
(b)the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Conditions;
(c)the other party experiences any insolvency‑related event, including being unable to pay its debts as they fall due, commencing negotiations with creditors, proposing or entering into any arrangement or compromise with creditors, becoming subject to any petition, notice, resolution or order for winding up, having an administrator, administrative receiver or receiver appointed (or an application or intention to appoint any such office‑holder), having any of its assets attached, seized or subject to enforcement action which is not discharged within 14 days, or suffering any equivalent or similar event in any jurisdiction, or if it suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business.
11.2On termination or expiry of the Services:
(a)the provisions of clause 6 shall apply in relation to those Services for which no invoice has been submitted on such termination or expiry;
(b)the Client shall, return all of the Supplier's Equipment. If the Client fails to do so, then the Supplier may enter the Client's premises and take possession of the Supplier's Equipment. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;
(c)the Supplier shall on request return any of the Client Materials not used up in the provision of the Services; and
(d)the following clauses shall continue in force: clause 5; clause 6; clause 7; clause 9; clause 10; this clause 11;
11.3Termination or expiry of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12. GENERAL
12.1Neither party will be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control
12.2The Supplier may subcontract or delegate any or all of its obligations under these Conditions to any third party, provided that it:
(a)only subcontracts or delegates obligations to reputable third parties; and
(b)remains responsible for the performance of the Contract and liable for all acts and omissions of third parties to which it subcontracts or delegates obligations as if they were its own.
12.3No variation shall be effective unless in writing and signed by both parties.
12.4The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Conditions. The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
12.5The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.6If any provision is held invalid, the remaining provisions shall continue in full force.
12.7Nothing in these Terms creates a partnership or joint venture.
12.8These Terms are governed by English law and the courts of England and Wales have exclusive jurisdiction.