Purchase order terms and conditions

These terms and conditions ("Terms") shall apply where Joseph Rowntree Foundation or Joseph Rowntree Housing Trust ("Joseph Rowntree") enter into a contract with a supplier, being the person or entity Joseph Rowntree place an order for goods and/or services with ("Supplier"). The "Contract" shall be in accordance with these Conditions and shall be based on Joseph Rowntree placing an "Order" for the goods and/or services, either as set out in a Joseph Rowntree Order Form or in Joseph Rowntree's written acceptance of the Supplier's quotation.

1. SERVICES & GOODS: Supplier will perform the services ("Services") or provide the goods or service deliverables (collectively referred to as "Goods"), described in this Joseph Rowntree Order in accordance with these Terms and Conditions and the agreement or work statement or both (if such documents are referenced in this Joseph Rowntree Order) (collectively, “Terms”). Upon acceptance of this Joseph Rowntree Order, delivery of Goods or commencement of a Service, Supplier is bound by the provisions of this Joseph Rowntree Order, including the Terms, unless Supplier objects in writing prior to commencing Services or providing Goods. This Joseph Rowntree Order does not constitute a firm offer and may be revoked at any time prior to acceptance. Any terms or conditions contained in an acknowledgment, invoice or other communication of Supplier which are inconsistent with these Terms are rejected. To the extent that this Joseph Rowntree Order might be treated as an acceptance of Supplier's prior offer, such acceptance is expressly made conditional on Supplier’s acceptance of these Terms. Supplier beginning performance of Services or providing Goods constitutes such acceptance.

2. DELIVERY & PERFORMANCE:

2.1 Time is of the Essence: Time of delivery and performance of every obligation of Supplier is of the essence.

2.2 Delivery: Each delivery of Goods must be accompanied by a delivery notice or packing slip describing the contents of each package showing quantity and Joseph Rowntree Order number. Delivery charges invoiced to Joseph Rowntree by Supplier or any third party will be accompanied by the original receipted bill of the deliverer. All prices quoted in the Joseph Rowntree Order will include the cost of insurance and delivery; no additional charges of any kind will be allowed, unless otherwise agreed to in writing by Joseph Rowntree. Joseph Rowntree may reject Goods if Supplier substitutes Goods or delivers more than the quantity of Goods ordered without express written authority from an authorised representative of Joseph Rowntree's Procurement department. The method of delivery and routing must conform to Joseph Rowntree's instructions; any extra costs will be borne by Supplier. If no method of delivery is specified in this Joseph Rowntree Order, Supplier will use the least expensive means, consistent with safe and timely delivery. Delivery is not complete until the Goods are received by Joseph Rowntree at the location designated in this Joseph Rowntree Order.

2.3 Records of Inspection: Supplier must keep detailed records of all activities relating to the provision of the Goods. Specifically, any inspection or maintenance carried out by Supplier including the date of the visit, any defects found and action taken, and the name of Supplier’s personnel making the inspection. Upon Joseph Rowntree's request, Supplier will make these records available for review or provide copies to Joseph Rowntree.

2.4 Delay: If Supplier cannot provide the Goods within the time specified, Supplier must notify Joseph Rowntree immediately of Supplier's earliest provision date (the "Revised Delivery Date"). Joseph Rowntree may, at its option prior to delivery, cancel all or any part of this Joseph Rowntree Order, or accept Supplier's Revised Delivery Date, without prejudice to any other rights Joseph Rowntree may have.

3. RISK OF LOSS & DESTRUCTION OF GOODS: Supplier assumes all risk of loss until Joseph Rowntree receives the Goods at the location designated in this Joseph Rowntree Order. Title to the Goods will pass to Joseph Rowntree upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to Joseph Rowntree, Joseph Rowntree may at its option cancel this Joseph Rowntree Order or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, Joseph Rowntree has the right to require delivery of the Goods not destroyed.

4. ACCEPTANCE & REJECTION:

4.1 Inspection: Joseph Rowntree has a reasonable amount of time after receipt of Goods and before payment to inspect them for conformity. Goods received prior to inspection will not be deemed accepted until Joseph Rowntree has run an adequate test to determine whether the Goods conform to the specifications. Use of a portion of the Goods for the purpose of testing will not constitute an acceptance of the Goods.

4.2 Failure to Conform: If the Goods fail to conform to Joseph Rowntree's specifications or are otherwise defective, Joseph Rowntree has the right to reject such Goods and any undelivered portion of the Joseph Rowntree Order. If Joseph Rowntree rejects the Goods, then Supplier must promptly replace them at Supplier's sole expense. Nonconforming Goods will be returned to Supplier courier collect and risk of loss will pass to Supplier upon Joseph Rowntree's delivery to the common carrier. All non-conforming services, including substitutions not approved in writing by Joseph Rowntree, will be considered defective. Supplier must promptly correct such defective services at its sole expense.

4.3 Joseph Rowntree Branded Goods: Supplier is prohibited from selling or gifting surplus or faulty Goods with Joseph Rowntree’s name or trademark.

4.4 No Waiver of Warranties: Neither Joseph Rowntree's payment, acceptance of Goods, inspection, nor failure to inspect relieves Supplier of any obligations, representations or warranties.

5. EMPLOYMENT BUSINESS TERMS

The provisions of this clause 5 will apply where the Supplier is an employment business and provides Joseph Rowntree with temporary workers.

5.1 Interpretation: The following definitions and rules of interpretation apply in this clause 5.

"Actual Vacancies" Joseph Rowntree's vacant positions as Joseph Rowntree informs the Supplier from time to time in accordance with these Terms.

"Assignment" has the meaning given in clause 5.11 (Joseph Rowntree's obligations)

"AWR 2010" the Agency Workers Regulations 2010 (SI 2010/93)

"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Conduct Regulations 2003" the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319)

"Engage" the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through the Supplier (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to Joseph Rowntree and the terms Engaged or Engagement shall be construed accordingly.

"Extended Assignment" has the meaning given in clause 5.13

"Indemnity" has the meaning given in clause 5.24 and Indemnified and Indemnifies shall be construed accordingly.

"Introduce" the provision to Joseph Rowntree of information by the Supplier which identifies the Worker and Introduction and Introduced shall be construed accordingly.

"Introduction Date" the date the Supplier Introduces the Temporary Worker to Joseph Rowntree in accordance with clauses 5.2 to 5.10 (Supplier's obligations).

"Introduction Fee" has the meaning given in clause 5.12.

"Other Qualifying Payments" any remuneration payable to the Temporary Worker (other than their basic hourly rate), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

"Qualifying Period" means the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.

"Qualifying Temporary Worker" any Temporary Worker who at the relevant time is entitled to the rights conferred by regulation 5 of the AWR 2010 and in particular has been provided to Joseph Rowntree (whether by the Supplier or any third party) for the Qualifying Period and in respect of whom the Supplier has complied with its obligations under clauses 5.2 to 5.10 (Supplier's obligations).

"Relevant Period" has the meaning given in regulation 10(5) and (6) of the Conduct Regulations 2003.

"Relevant Terms and Conditions" the relevant terms and conditions for any particular Qualifying Temporary Worker as defined in regulation 6 of the AWR 2010.

"Screen" carry out pre-vetting checks to the level and criteria as required by Joseph Rowntree from time to time and Screening shall be construed accordingly.

"Temporary Worker" a Worker Introduced and supplied by the Supplier to Joseph Rowntree to provide services to Joseph Rowntree not as an employee of Joseph Rowntree, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

"Temporary Worker Fees" has the meaning given in clause 5.19.

"Unsatisfactory Temporary Worker" has the meaning given in clause 5.16.

"Valid Opt-Out" means written notification from a company Worker and the individual provided by that company Worker in accordance with regulation 32(9) of the Conduct Regulations 2003, as amended from time to time.

"VAT" value added tax chargeable in the UK.

"Vulnerable Person" has the meaning given in regulation of 2 of the Conduct Regulations 2003.

"Worker" an individual worker, or a worker that is a company or other legal entity, as the case may be.

Supplier's Obligations

5.2 These terms set out the agreement between the Supplier and Joseph Rowntree for the supply of Temporary Workers by the Supplier to Joseph Rowntree. For the purposes of the Conduct Regulations 2003, the Supplier acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to these Terms.

5.3 The Supplier agrees to search and within such timeframe as Joseph Rowntree may specify, for Workers for Joseph Rowntree as Temporary Workers who meet Joseph Rowntree's stipulated minimum criteria for the Actual Vacancies.

5.4 The Supplier shall take instructions from Joseph Rowntree's HR Department only. The Supplier shall not provide any information about Workers, by any means, to any other department or staff of Joseph Rowntree, without the express prior written authorisation of a representative of Joseph Rowntree's HR Department. Without prejudice to any other provision of these Terms, the Supplier shall accurately and promptly complete and otherwise process and provide information in accordance with such ordering and other monitoring, invoicing or reporting systems (including any IT platforms or programs) which Joseph Rowntree may from time to time designate. If the Supplier breaches the requirements of this clause, Joseph Rowntree shall not be liable to pay any fees relating to any appointment by Joseph Rowntree arising from the unauthorised contact or referral.

5.5 The Supplier shall Screen Workers before Introducing them to Joseph Rowntree and shall Introduce to Joseph Rowntree only Workers who meet the minimum criteria for the position stipulated by Joseph Rowntree in accordance with clause 5.11 and who have an interest in the positions for which they are Introduced. The Employment Business shall Introduce only Workers who have the right to work in the UK and, in particular, the Supplier shall comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.

5.6 Where a Worker is required by law or any professional body to have any qualifications, authorisations or certification to work on the Assignment or the Assignment involves working with any Vulnerable Persons, the Supplier shall take all reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations or certification and two references. The Supplier shall also take all reasonably practicable steps to confirm that the Worker is suitable for the Assignment. If the Supplier is unable to fully comply with these requirements, it shall inform Joseph Rowntree of the steps it has taken to obtain the necessary information.

5.7 Prior to the commencement of the Assignment, the Supplier shall send Joseph Rowntree written confirmation of:

5.7.1. the identity of the Temporary Worker;

5.7.2. the Temporary Worker's experience, training, qualifications and authorisations necessary for the Assignment;

5.7.3. the Temporary Worker's willingness to carry out the Assignment;

5.7.4. the hourly rate charged by the Supplier in accordance with clause 5.19;

5.7.5. any notice period to terminate the Assignment; and

5.7.6. the intervals at which invoices shall be rendered to Joseph Rowntree by the Supplier.

5.8 The Supplier shall, where relevant, inform Joseph Rowntree whether it holds a Valid Opt-Out for each Temporary Worker whom it Introduces to Joseph Rowntree.

5.9 The parties shall meet regularly to review the services provided by the Supplier. Any resulting changes agreed to the services, remuneration or any other aspect of the agreement shall be of no effect unless confirmed in writing.

5.10 The Supplier shall not provide any Temporary Worker for a period in excess of 11 weeks without the prior written consent of Joseph Rowntree.

Joseph Rowntree's obligations

5.11 When making a request for the provision of a Temporary Worker to perform certain services ("Assignment"), Joseph Rowntree will give the Supplier details of:

5.11.1. the date on which Joseph Rowntree requires the Temporary Worker to commence work and the duration, or likely duration, of the work;

5.11.2. the position which Joseph Rowntree seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to Joseph Rowntree and what steps Joseph Rowntree has taken to prevent or control such risks;

5.11.3. the experience, training, qualifications and any authorisation which Joseph Rowntree considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position; and

5.11.4. any expenses payable by or to the Worker.

Temporary to permanent

5.12 If, following the supply of a Temporary Worker by the Supplier to Joseph Rowntree within the Relevant Period, Joseph Rowntree Engages the Temporary Worker, Joseph Rowntree will pay the Supplier the Introduction Fee at the rate set out in the Order.

5.13 The Introduction Fee will not be payable if Joseph Rowntree gives written notice to the Supplier that it intends to continue the hire of the Temporary Worker for a further period of three months ("Extended Assignment") before it Engages the Temporary Worker other than through the Supplier.

5.14 Where Joseph Rowntree decides (in accordance with clause 5.13) to have the Temporary Worker supplied by the Supplier for the Extended Assignment:

5.14.1. the Temporary Worker Fees payable by Joseph Rowntree during the Extended Assignment shall be those applicable immediately before the Supplier received Joseph Rowntree's notice of election;

5.14.2. at the end of the Extended Assignment, Joseph Rowntree may Engage the Temporary Worker without paying the Introduction Fee; and

5.14.3. if Joseph Rowntree chooses an Extended Assignment, but engages the Temporary Worker before the end of the Extended Assignment, the Introduction Fee may be charged by the Supplier, reduced proportionately to reflect the amount of the Extended Assignment paid for by Joseph Rowntree.

Unsatisfactory Temporary Workers

5.15 The Supplier shall notify Joseph Rowntree immediately if it believes that any Temporary Worker is unsuitable for the Assignment or if it becomes aware of any matter that indicates that a Temporary Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Temporary Worker ceases to have the appropriate skills, approvals or a right to work in the United Kingdom.

5.16 If Joseph Rowntree decides that a Temporary Worker is unsuitable to perform the Assignment (an "Unsatisfactory Temporary Worker"), then Joseph Rowntree shall notify the Supplier in writing of that fact giving the grounds for its dissatisfaction with the Unsatisfactory Temporary Worker.

5.17 If Joseph Rowntree notified the Supplier of an Unsatisfactory Temporary Worker in accordance with clause 5.16:

5.17.1. within 48 hours of the commencement of the Assignment, then the Assignment will immediately terminate and no Temporary Worker Fees shall be payable; and

5.17.2. more than 48 hours after commencement of the Assignment, then the Assignment shall terminate at the end of the day on which Joseph Rowntree notified the Supplier of the Unsatisfactory Temporary Worker, and Temporary Worker Fees shall be payable up to and including the date of such termination.

5.18 The Supplier or Joseph Rowntree may terminate an Assignment at any time on reasonable notice. Joseph Rowntree reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of Joseph Rowntree to the Supplier whatsoever, save for the payment of Temporary Worker Fees due and payable for services already performed. Such cancellation or amendment shall be effective immediately upon Joseph Rowntree giving notice to the Supplier (which may be given by telephone, email or in writing).

Fees and VAT

5.19 Joseph Rowntree will pay the Supplier Temporary Worker Fees in respect of Temporary Workers as agreed by the parties in writing ("Temporary Worker Fees"). The Temporary Worker Fees comprise the Temporary Worker's pay and holiday pay, and include the Supplier's commission and employer's National Insurance contributions. When booking a Temporary Worker for an Assignment, the Supplier shall advise Joseph Rowntree in writing of the agreed Temporary Worker Fees for that Temporary Worker. Unless agreed otherwise in the Order, the following conditions apply to the Temporary Worker Fees:

5.19.1. they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);

5.19.2. the minimum period of any Assignment shall be seven hours;

5.19.3. the Supplier shall submit all invoices together with the applicable signed time sheets verifying the number of hours worked by the Temporary Worker;

5.19.4. the Supplier shall invoice Joseph Rowntree monthly in arrears and invoices are payable within 30 days of receipt. No fee is incurred by Joseph Rowntree until the Temporary Worker has commenced the Assignment;

5.19.5 Joseph Rowntree shall not be required to pay Temporary Worker Fees for any absences (for whatever reason) of a Temporary Worker;

5.19.6. the Supplier shall not withhold any payment due to a Temporary Worker because of any failure by Joseph Rowntree to pay the Supplier; and

5.19.7 no increase in the fees payable under these Terms by Joseph Rowntree to the Supplier may be made without Joseph Rowntree’s prior written consent.

5.20 Where applicable, the Supplier shall charge VAT to Joseph Rowntree, at the prevailing rate, after the Supplier has provided Joseph Rowntree with a VAT invoice.

5.21 If Joseph Rowntree fails to make a payment due to the Supplier under these Terms by the due date, then Joseph Rowntree shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

Audit and record-keeping

5.22 For the duration of the Contract and for a period of six years from the termination or expiry of the Contract, the Supplier shall maintain full and accurate records of:

5.22.1. the services provided by the Supplier in accordance with this clause 5 including how it has complied with its obligations under clauses 5.2 to 5.10 (Supplier's obligations);

5.22.2. all expenditure reimbursed by Joseph Rowntree;

5.22.3. all payments made by Joseph Rowntree;

5.22.4. the terms on which it or any subcontractors engage any Temporary Workers;

5.22.5. the Screening undertaken on any Temporary Workers; and

5.22.6. the insurance certificates and details of cover referred to in clause 5.34.

Unless otherwise specified, Supplier must deliver the full quantity of Goods, or complete the Services to the satisfaction of Joseph Rowntree before any payment will become due. Joseph Rowntree will pay each correct and undisputed invoice within 30 days after its receipt by Joseph Rowntree. Payment may be delayed if Supplier fails to supply the required documentation and quote the relevant Joseph Rowntree Order Number.

5.23 The Supplier shall promptly on request provide Joseph Rowntree or Joseph Rowntree's representatives with copies of such records referred to in clause 5.22 as Joseph Rowntree may from time to time reasonably request and the Supplier shall provide Joseph Rowntree or Joseph Rowntree's representatives with access, on reasonable notice and within normal working hours, to any of its premises for the purposes of inspecting and/or taking copies of such records.

Indemnities and insurance

5.24 The Supplier shall indemnify Joseph Rowntree and any successor to the Supplier, and to the extent required from time to time by Joseph Rowntree (or any such successor), its officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) (Indemnify) suffered or incurred by Joseph Rowntree or any successor to the Supplier arising out of or in connection with the Supplier's negligence, misrepresentation or the breach of any obligation to be performed by the Supplier under this clause 5.

5.25 The Supplier shall Indemnify Joseph Rowntree and any successor to the Supplier against all liability, assessment or claim:

5.25.1. for any National Insurance contributions, income tax or other liability to taxation where such liability, assessment or claim arises or is made in connection with payments made by Joseph Rowntree in respect of any Temporary Worker while provided as such by the Supplier to Joseph Rowntree; or

5.25.2. arising from any Temporary Worker having at any time claimed, or being held or deemed, to have been an employee of Joseph Rowntree or to have been otherwise engaged directly by Joseph Rowntree, including against any liability arising from or in connection with any claim for wrongful or unfair dismissal or for a redundancy payment.

5.26 The Supplier shall Indemnify Joseph Rowntree and any successor to the Supplier against all liabilities arising out of or in connection with any transfer, or deemed or alleged transfer, by operation of law of any of the Supplier's employees or any Temporary Worker occurring pursuant to the termination of the Contract.

5.27 The Supplier shall be responsible for deduction and payment of all tax, National Insurance contributions and other levies in respect of persons employed by the Supplier or Temporary Workers and shall Indemnify Joseph Rowntree and any successor to the Supplier against all liability to make such statutory payments that may be suffered or incurred by Joseph Rowntree and any successor to the Supplier.

5.28 The Supplier shall ensure that Temporary Workers are contractually obliged to comply with:

5.28.1. all relevant statutes, laws, regulations and codes of practice from time to time in force applicable to the performance of an Assignment and applicable to Joseph Rowntree's business;

5.28.2. Joseph Rowntree's health and safety policy whilst the Temporary Workers are on Joseph Rowntree’s premises or any of Joseph Rowntree's customers' or suppliers' or agents' (direct or indirect) premises; and

5.28.3. a restriction not to disclose any confidential information of Joseph Rowntree or of any of Joseph Rowntree’s customers or suppliers or agents (direct or indirect), which they may acquire during the course of the Assignment.

5.29 Before a Temporary Worker starts an Assignment, the Supplier shall notify Joseph Rowntree if either:

5.29.1. the Temporary Worker is a Qualifying Temporary Worker in relation to the Assignment; or

5.29.2. the Temporary Worker will become a Qualifying Temporary Worker during the course of the Assignment, and

the Supplier shall advise Joseph Rowntree of the applicable Temporary Worker Fees, including any Other Qualifying Payments which may be payable.

5.30 The Supplier shall and shall ensure that any subcontractor or other intermediary shall at all times comply with their obligations under the AWR 2010, including providing any Qualifying Temporary Worker with the Relevant Terms and Conditions in accordance with regulation 5 of the AWR 2010.

5.31 The Supplier shall Indemnify Joseph Rowntree against any liability, cost, claim, award or any other expense incurred by Joseph Rowntree arising out of a breach or alleged breach by the Supplier, its subcontractors or any other intermediaries, of the AWR 2010 save to the extent that Joseph Rowntree is, in accordance with the AWR 2010, liable for the same.

5.32 If either party receives an allegation that there has been a breach of the AWR 2010 in relation to the supply of a Temporary Worker to Joseph Rowntree by the Supplier (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.

5.33 In order to ensure compliance with the AWR 2010, the Supplier will within seven days of receiving a written request from Joseph Rowntree provide it with details of:

5.33.1. the number of Temporary Workers that it is currently supplying to Joseph Rowntree;

5.33.2. the parts of Joseph Rowntree's undertaking in which those Temporary Workers are working; and

5.33.3. the type of work those Temporary Workers are carrying out,

together with any other information which Joseph Rowntree may reasonably request in relation to any payments made by the Supplier, its subcontractors or any other intermediaries to any Temporary Workers.

5.34 During the term of the Contract (and for a period of two years thereafter), the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance of an appropriate amount given their obligations and liabilities under the and shall on Joseph Rowntree's request, produce both the insurance certificate giving details of the cover and the receipt for the current year's premium.

5.35 The provisions of this clause 5 shall survive termination of the Contract.

Warranties and undertakings

5.36 The Supplier warrants that:

5.36.1. it has the necessary expertise to provide the services contemplated in this clause 5 and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel;

5.36.2. it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force;

5.36.3. all Temporary Workers are (and shall remain) employed by the Supplier or are (and shall remain) treated as employed by the Supplier under section 44 of the Income Tax (Earnings and Pensions) Act 2003;

5.36.4. all amounts paid (or to be paid) to Temporary Workers are (or will be) paid subject to the deduction of tax and national insurance contributions under PAYE and all such deductions are (or will be) paid together with employer national insurance contributions and other applicable levies, on time to HMRC;

5.36.5. it has complied with (and will continue to comply with) all tax and NICs obligations concerning the Temporary Workers including making timely and accurate returns and the proper maintenance and preservation of records, and the Supplier has not been given any penalty, notice or warning regarding the same; and

5.36.6. it is not (and nor will it prior to the cessation of the Contract) become a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

5.37 Each party warrants that it has full capacity and authority to enter into and perform the obligations under this clause 5.

6. PAYMENT AND PRICES

Payment Due: Unless otherwise specified, Supplier must deliver the full quantity of Goods, or complete the Services to the satisfaction of Joseph Rowntree before any payment will become due. Joseph Rowntree will pay each correct and undisputed invoice within 30 days after its receipt by Joseph Rowntree. Payment may be delayed if Supplier fails to supply the required documentation and quote the relevant order Number.

6.2 Taxes: Supplier will separately list any value added, sales or local taxes, if any, on invoices.

7. OWNERSHIP OF WORK PRODUCT: If Supplier (alone or with others) makes or creates an idea, method, invention, discovery, design or other work either in performing its obligations or relating to or capable of being used in those aspects of Joseph Rowntree’s business in which Supplier is engaged (“Work Product”), Supplier must disclose promptly full details of the Work Product to Joseph Rowntree and all rights in it will belong to Joseph Rowntree. At the request and reasonable expense of Joseph Rowntree, Supplier must take lawful actions to vest all rights, title and interest in any Work Product in Joseph Rowntree absolutely as legal and beneficial owner and to secure patent or other appropriate forms of protection for the Work Product worldwide. Supplier must not disclose or make use of any Work Product without Joseph Rowntree’s prior written consent except to comply with this paragraph or to provide the Services or Goods. So far as permitted by law, Supplier irrevocably waives any rights Supplier has under copyright and patent law and any foreign corresponding rights in respect of all Work Product. Rights and obligations under this paragraph will continue in force after termination of this Joseph Rowntree Order in respect of Work Product made during this Joseph Rowntree Order. Supplier will not do or fail to do any act which would or might prejudice the rights of Joseph Rowntree under this paragraph. Except to the extent expressly agreed between the parties in an applicable work statement, to the extent that any background intellectual property (i.e. pre-existing and other intellectual property in which Supplier or any of its licensors own or may acquire or assert any proprietary right anywhere in the world, “Background IP”) is necessary or useful for the exploitation of any of the Work Product by Joseph Rowntree, Supplier hereby grants to Joseph Rowntree a world-wide, non-exclusive, fully paid, royalty free, perpetual licence to use such Background IP in connection with such Work Product. Subject to the foregoing licence, Supplier or its licensors will retain all right, title and interest in the Background IP.

8. CONFIDENTIALITY: Supplier, including its subcontractors and agents, shall not (except as strictly necessary in the course of providing the Services or Goods) use or disclose, or allow to be used or disclosed, any Confidential Information of Joseph Rowntree which Supplier received (whether before the date of this Joseph Rowntree Order and in whatever capacity) without the prior written consent of Joseph Rowntree. “Confidential Information” means all information in respect of Joseph Rowntree’s residents, business and financing including, but not limited to, any ideas, business methods, finance, prices, financial marketing development or manpower, plans, market opportunities, product information, design rights, customer information, trade secrets, details, computer systems and software know-how on any medium and software listings of any party and other matters connected with the products or services manufactured, marketed, provided or obtained by Joseph Rowntree.

9. DATA PROTECTION

9.1 The following definitions apply in this clause 9:

9.1.1. "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" and "Appropriate technical and organisational measures": as defined in the Data Protection Legislation.

9.1.2. "Data Protection Legislation": all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) ("UK GDPR"); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

9.1.3. "Domestic Law": the law of the United Kingdom or a part of the United Kingdom.

9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, Joseph Rowntree is the Controller and the Supplier is the Processor. The Order sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.

9.4 Without prejudice to the generality of clause 9.2, Joseph Rowntree will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.

9.5 Without prejudice to the generality of clause 9.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

9.5.1. process that Personal Data only on the documented written instructions of Joseph Rowntree (as may be set out in the Order) unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify Joseph Rowntree of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying Joseph Rowntree;

9.5.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Joseph Rowntree, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

9.5.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

9.5.4. not transfer any Personal Data outside of the UK unless the prior written consent of Joseph Rowntree has been obtained and the following conditions are fulfilled:

9.5.4.1. Joseph Rowntree or the Supplier has provided appropriate safeguards in relation to the transfer;

9.5.4.2. the Data Subject has enforceable rights and effective legal remedies;

9.5.4.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

9.5.4.4. the Supplier complies with reasonable instructions notified to it in advance by Joseph Rowntree with respect to the processing of the Personal Data;

9.5.5. assist Joseph Rowntree, at Joseph Rowntree's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

9.5.6. notify Joseph Rowntree without undue delay on becoming aware of a Personal Data Breach;

9.5.7. at the written direction of Joseph Rowntree, delete or return Personal Data and copies thereof to Joseph Rowntree on termination of the Contract unless required by Domestic Law to store the Personal Data; and

9.5.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by Joseph Rowntree or Joseph Rowntree's designated auditor and immediately inform Joseph Rowntree if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

9.6 Joseph Rowntree does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.

9.7 Either party may, at any time on not less than 30 days' notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

10. NO PUBLICITY/TRADEMARKS: Supplier, including its subcontractors and agents, shall not advertise or make any other public disclosure relating to the supply of Goods or the performance of Services for Joseph Rowntree , or use Joseph Rowntree trademarks, trade names or service marks without Joseph Rowntree’s prior written consent.

11. JOSEPH ROWNTREE INTELLECTUAL PROPERTY: To the extent that Joseph Rowntree provides or makes available any Confidential Information or other intellectual property to Supplier, Supplier and its personnel will have a limited, personal, non-exclusive, non-transferable licence to use such Confidential Information and intellectual property solely for the purpose of performing its obligations under this Joseph Rowntree Order and for no other purpose whatsoever. Except as may be otherwise expressly set forth in a referenced agreement or work statement, no other licence is granted to Supplier under these Terms, by implication or otherwise, with respect to any Confidential Information or other intellectual property that may be provided or made available by Joseph Rowntree.

12. WARRANTIES

12.1 Services: Supplier represents and warrants that all Services will be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures. Further, Supplier represents and warrants that the Services will be completed in accordance with applicable specifications and will be correct and appropriate for the purposes contemplated in this Joseph Rowntree Order. Supplier represents and warrants that the performance of Services under this Joseph Rowntree Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound.

12.2 Goods: Supplier represents and warrants that all Goods provided will be new and will not be used or refurbished. Supplier represents and warrants that all Goods delivered will be of good quality, free from defects in materials and workmanship, non-infringing of third-party intellectual property or other rights, and will conform to all applicable specifications for a period of 12 months from the date of delivery to Joseph Rowntree or for the period provided in Supplier's standard warranty covering the Goods, whichever is longer. Supplier will make spare parts available to Joseph Rowntree for a period of 5 years from the date of delivery at Supplier’s then current price, less applicable discounts. Additionally, Goods purchased will be subject to all written and oral express warranties made by Supplier's agents, and to all warranties implied by applicable law. All warranties will be construed as conditions as well as warranties and will not be exclusive. Supplier must furnish to Joseph Rowntree its standard warranty and service guaranty applicable to the Goods. All warranties and service guaranties will run both to Joseph Rowntree and to its customers. If Joseph Rowntree identifies a warranty problem with the Goods during the warranty period, Joseph Rowntree will promptly notify Supplier of such problems and will return the Goods to Supplier, at Supplier's expense. Within 5 business days of receipt of the returned Goods, Supplier shall, at Joseph Rowntree's option, either (i) repair or replace such Goods, or (2) provide a refund via check to Joseph Rowntree’s “Bill to” address on the front page of this Joseph Rowntree Order referencing this Joseph Rowntree Order and the invoice number.

12.3 Replacement and repaired Goods will be warranted for the remainder of the warranty period or 6 months, whichever is longer.

13. INDEMNITY: Supplier will indemnify, hold harmless, and at Joseph Rowntree 's request, defend Joseph Rowntree, its affiliates, officers, directors, customers, agents, and employees, against all claims, liabilities, damages, losses and expenses, including legal fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Joseph Rowntree Order, including, without limitation: (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; (ii) any claim (whether related to tax, employment rights or otherwise) that any individual engaged by Supplier in relation to this Joseph Rowntree Order is deemed to be an employee of Joseph Rowntree; (iii) any claim based on the negligence, omissions or wilful misconduct of Supplier or any Supplier's staff or sub-contractors; and (iv) any claim by a third party against Joseph Rowntree alleging that the Services or Goods, the results of such Services, Work Product or any other products or processes provided under this Joseph Rowntree Order, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Supplier cannot settle any such suit or claim without Joseph Rowntree's prior written approval. Supplier will pay or reimburse all costs that may be incurred by Joseph Rowntree in enforcing this indemnity, including legal fees. Should Joseph Rowntree’s use, or use by its subcontractors or customers, of any Services or Goods purchased from Supplier be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Supplier shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Services or Goods; (b) modify the Services or Goods so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for Joseph Rowntree, its subcontractors or customers the right to continue using the Services or Goods; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Services or Goods.

14. LIMITATION OF LIABILITY: IN NO EVENT WILL JOSEPH ROWNTREE BE LIABLE TO SUPPLIER OR SUPPLIER’S EMPLOYEES OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS JOSEPH ROWNTREE ORDER, WHETHER OR NOT JOSEPH ROWNTREE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

15. INDEPENDENT CONTRACTOR: Joseph Rowntree and Supplier are independent contractors and nothing in this Joseph Rowntree Order will be construed as establishing an employer/employee or other agency relationship, partnership or joint venture between them.

16. RESCHEDULE/CANCELLATION: Joseph Rowntree reserves the right to reschedule any delivery or cancel this Joseph Rowntree Order at any time prior to commencement of any Services or prior to delivery of Goods. Unless expressly agreed in writing, Joseph Rowntree will not be subject to any charges or other fees as a result of such cancellation.

17. REMEDIES: If Supplier breaches this Joseph Rowntree Order, Joseph Rowntree has all remedies available by law and at equity. For the purchase of Goods, Supplier's sole remedy in the event of breach of this Joseph Rowntree Order by Joseph Rowntree will be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Joseph Rowntree Order. No alternate method of measuring damages will apply to this transaction. Supplier has no right to resell Goods for Joseph Rowntree's account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by Joseph Rowntree and any resale so made will be for the account of Supplier.

18. FORCE MAJEURE: Joseph Rowntree will not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, staff difficulties or shortage, inability to obtain materials, equipment or transportation. In the event Joseph Rowntree is so excused, either party may terminate this Joseph Rowntree Order and Joseph Rowntree will, at its expense, return any Goods received to the place of delivery.

19. SEVERABILITY: If any provision of this Joseph Rowntree Order is held by a court of competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of this Joseph Rowntree Order will remain in full force and effect.

20. ASSIGNMENT & SUBCONTRACTING: Supplier may not assign, delegate or subcontract this Joseph Rowntree Order or any of its rights or obligations under this Joseph Rowntree Order, without the prior written consent of Joseph Rowntree. Any assignment or transfer without such written consent will be null and void. This Joseph Rowntree Order will inure to the benefit of, and be binding upon, the successors and assigns of Joseph Rowntree without restriction.

21. NO IMPLIED WAIVER: No waiver of any right under, or breach of, this Joseph Rowntree Order will be effective unless in writing and signed by an authorised representative of the party against whom the waiver is sought to be enforced. No delay or failure by either party to exercise any right under this Joseph Rowntree Order, and no partial exercise of any right under this Joseph Rowntree Order, will constitute a waiver of that right or any other right. No waiver of any right under, or breach of, this Joseph Rowntree Order will operate as a waiver of any other right or breach, or of the same right or breach on a future occasion.

22. NOTICES: Except for Joseph Rowntree orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices and other communications will be in writing, and will be addressed to Supplier or to an authorised Joseph Rowntree representative at the address set forth on the face of this order, and will be considered given when (i) delivered personally; (ii) sent by confirmed facsimile; (iii) sent by commercial overnight courier with written verification receipt; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

23. TERMINATION: Joseph Rowntree may terminate the Contract for its convenience at any time by providing Supplier no less than 10 days prior written notice or in the case of a material breach, immediately upon written notice.

24. SURVIVAL: Any obligations and duties which by their nature extend beyond the expiration or termination of the Contract will survive the expiration or termination of the Contract.

25. ENTIRE AGREEMENT, MODIFICATION AND ORDER OF PRECEDENCE: These Terms and the Order, including its attachments, exhibits, referenced work statements and agreements, constitutes the entire agreement between Supplier and Joseph Rowntree with respect to this subject matter. Subject to the foregoing, any modification, extension or amendment of the Contract must be in writing and signed by a duly authorised representative of both parties. In the event, and to the extent, of any inconsistency between the Terms and the terms and conditions of a separate written agreement between Supplier and Joseph Rowntree concerning the Goods and Services, that separate agreement will control.

26. RIGHTS OF THIRD PARTIES: Nothing in this Joseph Rowntree Order is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce a term of this Joseph Rowntree Order and as such, no term of this Joseph Rowntree Order is enforceable by any pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person (other than an affiliate of Joseph Rowntree) which is not a party to it.

27. DISPUTE RESOLUTION

27.1 If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute. If the dispute cannot be settled by escalation within the parties an external mediation process will be undertaken.

27.2 To initiate the mediation process a party must give notice in writing (‘ADR Notice’) to the other party[ies] to the dispute, referring the dispute to mediation. JRF/JRHT will nominate an independent mediator to resolve the dispute. A copy of the ADR notice should be sent to the independent mediator.

27.3 If there is any point on the logistical arrangements of the mediation, other than the nomination of the mediator, upon which the parties cannot agree within 14 working days from the date of the ADR Notice, the independent mediator will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than [28] [working] days after the date of the ADR Notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings/arbitration.

28. COMPLIANCE WITH LAWS

General

28.1 Supplier shall comply fully with all applicable laws in the performance of the Contract including, but not limited to, all applicable employment, tax, export control and environmental laws. Breach of this clause 28 shall be deemed a material breach of the contract between Joseph Rowntree and the Supplier.

Hazardous Goods

28.2 If Goods include hazardous materials, Supplier represents and warrants that Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.

Customs

28.3 Upon Joseph Rowntree's request, Supplier will promptly provide Joseph Rowntree with a statement of origin for all Goods and HM Customs and Excise documentation for Goods wholly or partially manufactured outside of the United Kingdom.

Anti-facilitation of tax evasion

28.4 The Supplier shall:

28.4.1. not engage in any activity, practice or conduct which would constitute either:

28.4.1.1. a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

28.4.1.2. a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;

28.4.2. have and shall maintain in place throughout the term of the Contract such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with clause 28.4.1;

28.4.3. notify Joseph Rowntree in writing if it becomes aware of any breach of clause 28.4.1 or has reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017;

28.4.4. within one month of the date of the Order, and annually thereafter, certify to Joseph Rowntree in writing signed by an officer of the Supplier, compliance with the clauses 28.4, 28.5 and 28.6 by the Supplier and all persons associated with it under clause 28.5. The Supplier shall provide such supporting evidence of compliance as Joseph Rowntree may reasonably request.

28.5 The Supplier shall ensure that any person associated with the Supplier who is performing Services and providing Goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in clauses 28.4, 28.5 and 28.6 ("Relevant Terms"). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Joseph Rowntree for any breach by such persons of any of the Relevant Terms.

28.6 For the purposes of clauses 28.4, 28.5 and 28.6, the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

Compliance with Anti-Slavery and Human Trafficking Laws

28.7 In performing its obligations under the agreement, the Supplier shall:

28.7.1. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;

28.7.2. not engage in any activity, practice or conduct that 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;

28.7.3. include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in clauses 28.7 and 28.8;

28.7.4. notify Joseph Rowntree as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; and

28.7.5. maintain a complete set of records to trace the supply chain of all Goods and Services provided to Joseph Rowntree in connection with the Contract; and

28.7.6. permit Joseph Rowntree and its third party representatives to inspect the Supplier's premises, records, and to meet the Supplier's personnel to audit the Supplier's compliance with its obligations under clauses 28.7 and 28.8.

28.8 The Supplier represents and warrants that it not has been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

28.9 Joseph Rowntree may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of clauses 28.7 and 28.8.

29. GOVERNING LAW, JURISDICTION & VENUE

These Conditions will be governed by and construed in accordance with the laws of England. Each party consents to the exclusive jurisdiction of the English courts in connection with any dispute or controversy arising out of or in connection with the Contract or its subject matter. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by the parties and it will not apply to the Contract.