Terms and Conditions of Purchase

Stone Technologies Limited, trading as Converge Technology Solutions registered in England and Wales under company number 02658501, with registered address at Granite One Hundred, Acton Gate, Stafford, Staffordshire ST18 9AA (“Stone”) has agreed to purchase goods and/or software licences and/or services from the person/firm who supplies such goods/software licences/services (“Supplier”). The supply shall be governed by and subject to the terms set out in this document as the terms and conditions of purchase (as amended from time to time under clause 20.2) (“Conditions”) which shall apply to all contracts of purchase.

These purchasing Conditions apply to the exclusion of any other terms that the Supplier seeks to impose, or which are implied by trade, custom, practice or course of dealing.

 

1. Interpretation

In these Conditions: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to Stone or Supplier includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words;  (v) a reference to writing or written includes emails but excludes faxes; (vi) the terms ‘personal data’, ‘data subject’, ‘processor’, ‘controller’, ‘processing’, ‘personal data breach’, ‘pseudonymisation’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in Data Protection Law; and (vii) the following definitions apply:

“Affiliates”: each agent, employee, contractor or sub-contractor of a party or the party's Group.

“Applicable Law”: the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party’s obligations under the Contract.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England.

“Charges”: the charges payable by Stone to the Supplier, as set out in the Order.

“Confidential Information”: information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, information pertaining to clients, pricing and marketing information relating to the business of either party, information which is marked as confidential, or information which ought reasonably to be considered confidential in light of the nature of the information and/or circumstances of its disclosure.

“Contract”: each contract (as defined in clause 2.1) between the Supplier and Stone relating to the supply of goods, software licences or services. 

“Customer”: a current, future or lapsed Customer of Stone who wishes to purchase of goods, software licences or services.

“Data Processing Particulars”: the following details, as provided in the Order: (i) the subject matter, duration, nature and purpose of the Processing; (ii) the type of Personal Data being Processed; and (iii) the categories of Data Subjects.

“Data Protection Legislation”: any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the Processing of their Personal Data to which a party is subject, including the DPA and the GDPR (to the extent it remains applicable) and any code of practice or guidance published by the Information Commissioner’s Office from time to time.

“Data Subject”: has the meaning set out in the Data Protection Legislation.

“Default”: any act or omission of a party, or failure by a party to perform a relevant obligation under a Contract.

“Delivery Location”: the relevant location identified in the Order (where applicable).

“DPA”: the Data Protection Act 2018.

“Effective Date”: in respect of the supply of goods, software licences and services, the date of the Order Acknowledgement issued by the Supplier to Stone.

“End User Agreement”: the end user agreement under which the Provider agrees to licence the Reseller Software to the Customer, referred to in the Order or required to be accepted by the Provider when downloading/using the Reseller Software (as varied from time to time by the Provider pursuant to the terms of such End User Agreement).

“Force Majeure Event”: as defined in clause 16. 

“GDPR”: either (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016, together with any implementation of the above into UK law, unless and until such legislation is no longer directly applicable in the UK. Any reference to “articles” are references to the GDPR. Or (ii) any successor legislation as applicable in the UK

“Group”: each and every entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists. In the case of companies and corporations, control means beneficial ownership of more than 50% of the voting stock, shares, interest or equity in an entity; in the case of any other legal entity, “control” and “controlled” shall exist through the ability to directly or indirectly control the management and/or business of the legal entity.

“Initial Term” the period of time described as such in the Order.

“Insolvency Event”: (a) the Supplier suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (if a partnership) has any partner to whom any of the above applies; (b) the Supplier starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of the Supplier; (d) the Supplier is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days; (f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over the Supplier; (g) a floating charge holder over the assets of the Supplier becomes entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; (i) any event analogous to those mentioned in (a)-(h) above in another jurisdiction.

“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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 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.

“Order”: Stone’s offer to purchase from the Supplier goods, software licences or services.  For the avoidance of doubt, progressing an online order from ‘Your Basket’ to payment shall constitute Supplier’s agreement to the terms of an Order for the purposes of these Conditions. 

“Order Acceptance”: Supplier’s acceptance of an Order, which shall consist of a communication from the Supplier to Stone expressly accepting the Order. 

“Permitted Purpose”: the purpose of the Data Processing as set out in more detail in the Data Processing Particulars.

“Personal Data Breach”: has the meaning set out in the GDPR.

“Provider”: the third party provider of the applicable Reseller Software, as detailed in the Order.

”Reseller Services”: any Services to be provided by the applicable Provider pursuant to the applicable End User Agreement, as set out in the Order.

“Reseller Software”: the software to be provided by the applicable Provider pursuant to the applicable End User Agreement, as set out in the Order.

“Security Requirements”: the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, the seventh data protection principle of the DPA and/or the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR) as applicable.

“Start Date”: as defined in clause 2.2. 

“Stone Personnel”: Stone employees, directors and agents, together with employees, directors and agents of any contractor undertaking activities on behalf of Stone in relation to the performance of its obligations under the applicable Contract.

“Subject Access Request”: an actual or purported subject access request or notice or complaint from (or on behalf of) a Data Subject exercising his or her rights under the Data Protection Legislation.

“Supplier Personnel”: the Supplier’s employees, directors and agents, together with employees, directors and agents of any contractor undertaking activities on behalf of the Supplier in relation to the performance of its obligations under the applicable Contract.

“Supplier Obligations”: the obligations described in clause 3. 

“Term” the period described as such in clause 13.1.

“Working Hours”: the time from 09:00 to 17:00 on each Business Day.

2. Basis of Contract

2.1. Each Order provided to the Supplier constitutes an offer by Stone to purchase the goods and/or software licences and/or services. The Order will contain a purchase order number (“Purchase Order Number”) issued by Stone. Following receipt of an Order, the Supplier shall at its option submit an Order Acknowledgement to Stone, which shall form a contract subject to the terms of the applicable Order and these Conditions (“Contract”). Should the Order Acknowledgement (or any other correspondence from the Supplier) contradict in any way the Order or any of these Conditions (“Contradictory Terms”), such Contradictory Terms shall not be incorporated unless and to the extent that a revised Order is issued incorporating any of the Contradictory Terms. A Contract shall come into existence immediately following the sending of an Order Acknowledgement by the Supplier unless a later start date is specified in the Contract (“Start Date”).

2.2. After the Start Date, a Contract may not be terminated except in accordance with its terms.

2.3. If there is an inconsistency between any of the provisions of a Contract, the following descending order of priority shall apply: (i) the Order itself; and then (ii) these Conditions.

2.4. Each party warrants that: (i) it has full capacity to enter into and perform its obligations under a Contract; and (ii) each Contract is executed by a duly authorised representative of that party.

2.5. The warranties set out at clause 2.4 above are deemed to be repeated by each party in respect of a Contract on the applicable Start Date for the same.

2.6. In consideration for the payment of the Charges, the Supplier will supply the goods or services in accordance with the Contract.

3. Supplier Obligations

3.1. The Supplier shall:

3.1.1. provide all necessary co-operation reasonably required in relation to a Contract;

3.1.2. provide such assistance from the Supplier Personnel as may be reasonably requested by Stone from time to time;

3.1.3. respond promptly to any request for a decision, guidance, information or instruction which Stone may submit in relation to a Contract from time to time;

3.1.4. not do or permit anything to be done that will or may damage the business, reputation, image and/or goodwill of Stone;

3.1.5. comply with any and all obligations set out in the Order;

3.1.6. ensure that there are in place all necessary consents, licences and permissions required to permit Stone to access and use all the goods, software licences and services as may be appropriate in connection with each and every Contract.

4. 1. Charges

4.1. The price for goods, software licences and services is the price set out in the Order. 

4.2. If it is reasonably apparent that any of the pricing in the Order is incorrect (“Obvious Pricing Error”), the Supplier must notify Stone of the same together with the correct price (“Correct Price”). When Stone becomes aware of an Obvious Pricing Error, it shall promptly notify the Supplier of the error. Following notification of the Correct Price, such price shall apply in place of the Obvious Pricing Error. If Stone objects to the Correct Price, it may terminate the relevant Contract on written notice to the Supplier.

4.3. All Charges stated or referred to in a Contract are exclusive of:

     4.3.1. value added tax or other sales taxes, which shall be added to the Supplier’s invoice(s) at the appropriate rate; and 

     4.3.2. all packing, insurance, transport costs, import duties and government levies which shall be paid by the Supplier (unless the same is expressly stated to be included within the price in the Order).

4.4. All amounts due to the Supplier from Stone under this Contract shall only be payable on the receipt of appropriate and accurate invoices. Invoices shall reference a valid Purchase Order Number and will not be processed by Stone without this reference.

4.5. Stone shall pay each invoice which is properly due and submitted to it by the Supplier within 60 days of invoice date.

4.6. Stone may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier or any Affiliate against any amount payable by Stone to the Supplier.

5. Warranties

5.1. Subject to the remaining provisions of this clause 5, the Supplier warrants that where it is the manufacturer of any good and/or deliverable on delivery, and for a period of 12 months from the date of delivery (warranty period), those goods and/or deliverables shall:

5.1.1. conform in all material respects with the goods specification; and

5.1.2. be free from material defects in design, material and workmanship.

5.2. Where the Supplier is not the manufacturer of any good or deliverable, the Supplier shall use reasonable endeavours to transfer to Stone the benefit of any warranty or guarantee given to the Supplier in respect of such good or deliverable subject to any burdens and/or clauses attached to such warranty or guarantee and to the extent that the Supplier is permitted to transfer such benefit. Other than its obligations set out in this clause 5.2 the Supplier gives no warranty or guarantee in respect of goods or deliverables for which the Supplier is not the manufacturer or producer of the goods or deliverables.

5.3. Subject to the following clauses of this clause 5, if:

5.3.1. Stone gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the goods or deliverables do not comply with the warranty set out in clause 5.1;

5.3.2. the Supplier is given a reasonable opportunity of examining such goods and/or deliverables; and

5.3.3. Stone (if asked to do so by the Supplier) returns such goods and deliverables to the Supplier’s place of business at Stone’s cost, the Supplier shall, at its option, repair or replace the defective goods and/or deliverables, or refund the price of the defective goods and/or deliverables in full.

The Supplier shall be at liberty to repair and/or replace the defective goods and/or deliverables with nearly new or refurbished parts and/or goods and/or deliverables where necessary, for example in circumstances when new parts and/or goods and/or deliverables are not readily available.

5.4. The Supplier shall not be liable for the goods’ and/or deliverables’ failure to comply with the warranty in clause 5.1 if:

5.4.1. the defect arises because Stone failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods and/or deliverables or (if there are none) good trade practice;

5.4.2. the defect arises as a result of the Supplier following any goods specification supplied by or request made by Stone;

5.4.3. Stone alters or repairs such goods and/or deliverables without the written consent of the Supplier;

5.4.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.4.5. the goods and/or deliverables differ from the goods specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.5. Replacement goods and/or deliverables are warrantied as above for the remainder of the original applicable warranty period. The Supplier will not have any obligation to de-install or re-install replacement goods and/or deliverables unless agreed in writing between the parties.

5.6. In addition to the warranties set out in this clause 5, the Supplier also gives the warranties set out in any warranty package in each case subject to and in accordance with the terms set out therein. 

6. Reseller Software

6.1. The terms of this clause 6 apply where Stone orders Reseller Software from the Supplier.

6.2. Stone acknowledges and agrees that:

6.2.1. the Supplier is an agent of the Provider of the Reseller Software;

6.2.2. the Supplier is not providing the Reseller Software to Stone;

6.2.3. it shall be licensed to use the Reseller Software only as specified in the End User Agreement. 

6.3. At Stone’s request (and expense) the Supplier shall use its reasonable endeavours to assist Stone when it interacts with the Provider and in particular, shall (at Stone’s cost and expense) assist Stone to enforce the terms of the End User Agreement. 

7. Intellectual Property

7.1. The Supplier warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to Stone pursuant to a Contract. The Supplier warrants to Stone that Stone's possession and use in accordance with this agreement of any materials (including third-party materials supplied by the Supplier to Stone) shall not cause Stone to infringe the rights, including any Intellectual Property Rights, of any third party.

7.2. The Supplier acknowledges and agrees that the applicable Provider and/or its licensors own all Intellectual Property Rights in the Reseller Services and the Reseller Software. 

7.3. These Conditions do not grant the Supplier any Intellectual Property Rights or any other rights or licences to any of Stone’s intellectual property.

7.4. Nothing in these Conditions shall be construed so as to prevent Stone or the Supplier from using, in the furtherance of its own business, general know-how or expertise gained in its performance of a Contract, provided that any such use does not constitute or result in a disclosure of any Confidential Information in breach of clause 8 or infringement of any Intellectual Property Rights.

8. Confidentiality

8.1. Each party may be given access to Confidential Information from the other party, any member of its Group or any of its Affiliates in order to perform its obligations under a Contract. A party's Confidential Information shall not include information that:

8.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

8.1.2. was in the other party's lawful possession before the disclosure;

8.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

8.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

8.2. Subject to clause 8.4 below, each party shall hold the other's Confidential Information (including any such information originating from any of its Affiliates or any other member of its Group) in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of its obligations under a Contract.

8.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions, save to other members of its Group, its Affiliates, or its professional advisors.

8.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

8.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any unconnected third party.

8.6. The Supplier acknowledges that the Supplier Data is the Confidential Information of Stone.

9. Data Protection Arrangements

9.1. The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. However, the parties anticipate that Stone shall act as a Controller and the Supplier shall act as a Processor and in any such case:

9.1.1. the Supplier shall be a Controller where it is collecting and using Personal Data in relation to the management of its Stone accounts; and

9.1.2. the Supplier shall be a Processor where it is Processing Personal Data in relation to the Data Processing Particulars in connection with performing its obligations under a Contract.

9.2. The Supplier shall comply with, and shall procure that any Affiliates comply with, the provisions of the Data Protection Legislation in relation to all Personal Data that is Processed by it in connection with a Contract. Any Affiliate acting as a sub-processor on behalf of the Supplier shall be engaged under a written contract containing materially the same obligations as those to which the Supplier is subject under these Conditions. The Supplier shall remain fully liable to the Data Controller for a sub-processor’s performance of its data protection obligations. 

9.3. The Supplier shall be permitted to appoint sub-contractors, and to disclose Personal Data to them for Processing in accordance with the relevant Contract, provided always that the sub-contractor's right to Process the Personal Data terminates automatically on expiry or termination (for whatever reason) of the relevant Contract for which the sub-contractor was engaged.

10. Data Protection Arrangements

10.1. To the extent that the Supplier is acting as a Processor for and on behalf of Stone, it shall:

10.1.1. Process Personal Data for and on behalf of Stone for the purposes of performing its obligations under a Contract, and only in accordance with the terms of that Contract and any documented instructions from Stone;

10.1.2. notify Stone immediately (and in any event within 24 hours of becoming aware of the same) if it believes (or ought reasonably to have been aware) that any of Stone's written instructions infringe the Data Protection Legislation;

10.1.3. implement and maintain appropriate technical and organisational security measures which are sufficient to comply with at least the obligations imposed on Stone by the Security Requirements;

10.1.4. take all reasonable steps to ensure the reliability and integrity of any of the Supplier’s Personnel who shall have access to the Personal Data;

10.1.5. ensure that access to the Personal Data is restricted to only those members of the Supplier’s Personnel who require it in order to discharge the Supplier’s obligations under a Contract;

10.1.6. make available to Stone on request such information that is in its possession or control as is necessary to demonstrate compliance with the obligations under this clause 9 and Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Stone (or another auditor mandated by Stone);

10.1.7. notify Stone promptly (and in any event within 2 Business Days) following its receipt of any Subject Access Request or correspondence from the UK Information Commissioner's Office or any other European data protection authority, and together with such notices, shall provide a copy of such Subject Access Request or correspondence and reasonable details of the circumstances giving rise to it;

10.1.8. at Stone’s reasonable cost, assist Stone (by appropriate technical and organisational measures), insofar as this is possible, in the fulfilment by Stone of its obligation to respond to requests from Data Subjects exercising their rights under Chapter III of the GDPR; and

10.1.9. with respect to a Subject Access Request, not disclose any Personal Data in response without the express written authorisation of Stone.

10.2. Except to the extent required by Applicable Law, upon the termination of a Contract for any reason, or earlier if instructed in writing by Stone to do so, the Supplier shall cease Processing all Personal Data and return and/or permanently and securely destroy so that it is no longer retrievable (as directed in writing by Stone) all Personal Data and all copies in its possession or control (and it shall provide Stone with a certificate signed by a duly authorised representative confirming it has done so). 

11. Freedom of Information Act

11.1. If the Supplier receives a request under the Freedom of Information Act 2000 (“FOIA”) or any similar legislation which may require the disclosure by it of any information it holds relating to Stone (whether or not such information is Confidential Information), the Supplier will immediately notify Stone of:

11.1.1. the request;

11.1.2. the Supplier’s opinion as to whether or not any information relating to Stone might be disclosed;

11.1.3. whether (and, if so, when) the Supplier intends to make the disclosure.  If the Supplier does not initially intend to make the disclosure, but later changes its mind, the Supplier shall immediately notify Stone.

11.2. The Supplier agrees that it will not disclose any information relating to or provided by Stone where one of the exemptions to the obligations to provide information under FOIA (or any similar legislation) applies. 

11.3. The Supplier will provide Stone with at least 10 Business Days’ written notice that it intends to disclose any information, prior to disclosing any information under FOIA (or any similar legislation).

11.4. The Supplier agrees to keep Stone informed as to the progression of any request to which this clause 11 relates.

11.5. If the Supplier requires Stone’s assistance in dealing with a request the Supplier may receive under FOIA or any similar legislation, the Supplier agrees to pay Stone its reasonable costs incurred in assisting the Supplier, including payment for both personnel time spent in providing the assistance and any disbursements and expenses Stone incurs.

12. Limitation of Liability

12.1. The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

12.1.1. any breach of these Conditions howsoever arising; and

12.1.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with a Contract.

12.2. Nothing in these Conditions shall limit or exclude Stone’s or the Supplier’s liability for:

12.2.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

12.2.2. fraud or fraudulent misrepresentation; and

12.2.3. any other liability which cannot be limited or excluded by Applicable Law.

12.3. In the event that the Supplier, by its negligence or otherwise and including by the Supplier’s Personnel, is responsible for damage or loss of any physical property belonging to Stone, a Customer of Stone or Stone Personnel, liability in respect of any one event or series of connected events will be limited to £1,000,000 (one million pounds);

12.4. Subject to clauses 12.2 and 12.3, the Supplier’s liability in respect of loss or damage under a Contract will be £5,000,000 (five million pounds).

12.5. In the event that Stone, by its negligence or otherwise and including by Stone’s Personnel, is responsible for damage or loss of any physical property belonging to the Supplier or to the Supplier’s Personnel, liability in respect of any one event or series of connected events will be limited to £100,000 (one hundred thousand pounds).

12.6. Subject to clauses 12.2 and 12.5, Stone’s liability in respect of loss or damage under a Contract in any 12 month period shall not exceed the lower of:

12.6.1. a sum equal to the total Charges paid and payable to the Supplier by Stone under such Contract during the period of 12 months immediately prior to the event giving rise to the claim, or

12.6.2. £100,000, however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.

12.7. Subject to clause 12.2, in no event will Stone be liable to the Supplier (whether in contract, tort, negligence or otherwise):

12.7.1. for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;

12.7.2. for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;

12.7.3. for any indirect, special or consequential loss or damage; or

12.7.4. for the consequences of any acts or omissions of the Supplier or the Supplier’s Personnel.

13. Term and Termination

13.1. Each Contract shall commence on the Effective Date and continue for the duration stated in the relevant Order or until the delivery is complete of the goods, software licences or services (the “Initial Term”), unless otherwise terminated in accordance with these Conditions. 

13.2. Without prejudicing any other right or remedy available to it, either party may terminate the relevant Contract with immediate effect by giving written notice to the other party if:

13.2.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 20 Business Days after being notified in writing to make such payment;

13.2.2. the other party commits a material breach of any other term of the Contract which breach is irremediable or (if remediable) fails to remedy it within a period of 10 Business Days after being notified in writing to do so; or

13.2.3. the other party repeatedly breaches any of the terms of the Contract 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 the terms under the Contract.

13.3. Without prejudicing any other right or remedy available to it, Stone may terminate any Contract should an Insolvency Event occur. 

13.4. Without prejudicing any other right or remedy available to it, Stone may terminate any Contract with immediate effect by giving written notice to the Supplier if there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Tax Act 2010).

13.5. Where Stone acquires the right to terminate or suspend Services under a Contract pursuant to this clause 13, such right shall extend to any other Contracts concluded between the parties incorporating these Conditions, whether prior or subsequent to the Contract under which the right of termination or suspension has arisen.

13.6. Termination will not discharge either of the Parties from being liable to pay any sums due or becoming due by reason of the termination of the Contract.

14. Consequences of Termination

14.1. On termination for any reason the Supplier shall cease all activities authorised by the Contract; and

14.2. Subject to the Supplier’s obligations with respect to any other Contract which remains in force, each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party.

15. Assignment

15.1. Neither Party may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under a Contract without the consent of the other Party, such consent not to be unreasonably withheld or delayed.

15.2. The Party requesting to novate or assign any Contract or any parts thereof to any third party agrees that it shall reimburse any reasonable costs and expenses incurred by the other Party that are necessarily incurred in facilitating that request for a novation or assignment. 

16. Force Majeure

16.1. Neither party shall be in breach of a Contract nor liable for delay in performing, or failure to perform, any of its obligations under that Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; fire, flood, or storm (a “Force Majeure Event”). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months, the party not affected may terminate the relevant contract (together with any other Contract between the parties) by giving 10 Business Days' written notice to the other party.

17. Notices

17.1. A notice given pursuant to the Contract shall be in writing, addressed to the place of business of the relevant party, directed to the named individuals given in the Order (if any) and shall be: (i) delivered personally; (ii) sent by e-mail; or (iii) sent by pre-paid special delivery.

17.2. A notice is deemed to have been received:

17.2.1. if delivered personally, at the time of delivery;

17.2.2. in the case of e-mail, at the time of transmission, provided a delivery notification is obtained evidencing delivery of the email; and

17.2.3. in the case of special delivery, the date on which delivery takes place, as evidenced by the acknowledgement from the Royal Mail,

provided that, if receipt is not within Working Hours on a Business Day, delivery shall be deemed to be when business next starts in the place of receipt.

18. Dispute Resolution

18.1. If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of a Contract (“Dispute”) then the parties shall follow the procedure set out in this clause 18:

18.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and

18.1.2. if the parties are for any reason unable to resolve the Dispute within 20 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (an “ADR Notice”) to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 10 Business Days after the date of the ADR Notice.

18.2. If the Dispute is not resolved within 1 month of the mediator’s appointment, then either party may commence Court proceedings, but provided that nothing in this clause 18.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.

19. Corporate Social Responsibility

19.1. The Supplier shall read and agree to uphold the requirements of the Stone Environmental Policy (as applicable) whilst engaged in any activity related to the Contract and comply with any additional environmental controls set out in any associated SLA.

19.2. The Supplier shall read and agree to uphold the requirements of the Stone Health & Safety Policy whilst engaged in any activity related to the Contract and comply with any additional health and safety requirements set out in any associated SLA.

19.3. Services provided by the Supplier shall be delivered with the aim of minimal practical impact on the environment and safe working conditions of all persons present.

19.4. The Supplier shall ensure that adequate emergency planning, resource planning and staff training is implemented to mitigate or limit the impacts of emergency situations on the environment and persons present. Emergency planning shall cover fire, injury, spillage and other identified risks identified in the Contract.

19.5. Any actual incident or near miss incident that has had or could have had a negative impact on the environment of persons present shall immediately be reported to Stone. 

19.6. The Supplier shall ensure that all Supplier’s Personnel having access to the premises of Stone or a Customer are aware of and comply with waste policies applying to those premises and shall not dispose of waste at those premises without prior consent.

19.7. The Supplier shall comply at all times with all applicable environmental and health and safety legislation and guidance, relevant to the products and services provided.

19.8. The Supplier shall as far as applicable and practical, pursue a policy of sustainability in its procurement activities and ensure ethical sourcing of raw materials by its supply chain in line with Organisation for Economic Co-operation & Development guidance. Associated risk assessments of raw material supply from conflict affected or high risk areas shall be undertaken.  

19.9. The Supplier shall ensure that all Supplier’s Personnel have a legitimate right to work in the UK. 

19.10. The supplier shall agree to compliance with Fundamental International Labour Standards, as declared by the International Labour Organisation and ratified by the UK; set out in its principal conventions addressing:

Freedom of association and collective bargaining (C87, C98) 

Discrimination (C100, C111) 

Forced labour (C26, C105)

Child labour (C182, C138)  

19.11.     The Supplier shall ensure it maintains conformance with the Equality Act 2010, implementing equal opportunity and diversity across its activities, assuring non-discrimination against any persons on the basis of age, sex, religion, ethnic origin, disability, sexual orientation, gender reassignment, pregnancy or maternity.

19.12.     The Supplier shall ensure effective procedures are implemented to maintain awareness and compliance with all changes to statutory and regulatory requirements.

20. General

20.1. A natural or legal person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

20.2. Variations:

20.2.1. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Stone. 

20.2.2. A waiver of any right 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 under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

20.3. The construction, validity and performance of each Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

20.4. No delay or omission by the Supplier in exercising any of its rights or remedies under a Contract or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.

20.5. In the event that any provision of a Contract shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of the Contract so far as possible.

20.6. Nothing in a Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

20.7. The supplier shall ensure the adequacy and implementation and staff training of its own policies in respect of compliance with the Bribery Act 2010 and that the Supplier Personnel are appropriately trained on and adhere to that policy.

20.8. Each party undertakes to the other that it will not, and will procure that its employees will not, in the course of performing its obligations under a Contract, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 and has and will maintain in place, adequate procedures designed to prevent any of its third party contractors or sub-contractors from undertaking any conduct that would give rise to an offence under the Bribery Act 2010.

20.9. The Supplier shall not, without the prior written consent of Stone, at any time from the date of the Contract to the expiry of 6 months after the last date of supply of the Services solicit or entice away from Stone or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Stone in the provision of the Services.