G.Network Terms and Conditions of Business.
1. Definitions and Interpretation
1.1 In the Contract, unless otherwise stated or unless the context otherwise requires:
1 Commencement Date: has the meaning given in clause 2(c).
2 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 19.4.
3 Confidential Information: all confidential information (including the terms of the Contract) received by Supplier or G.Network (or any of their respective professional advisers) in the course of performing their respective obligations under the Contract relating to the other party, its affiliates or the business conducted by it and its affiliates, including any notices given under the Contract, and including written information and information transferred orally, visually, electronically, or by any other means. For the avoidance of doubt, the term “Confidential Information” shall not include: (a) information that is in the public domain at the Commencement Date; (b) information that subsequently comes into the public domain, otherwise than as a result of a breach of the Contract, but only after it has come into the public domain; (c) information which the receiving party obtains from a third party not under any confidentiality obligation to the disclosing party in respect of such information; (d) information which the receiving party at the time of disclosure already has in its possession and which is not subject to any obligation of secrecy on its or their part to the disclosing party; and (e) information which is independently developed by the receiving party, or employees (if any) of the receiving party, who had no access to the information disclosed by the disclosing party.
4 Contract: the contract between G.Network and the Supplier for the sale and purchase of the Goods or provision of the Services in accordance with these Conditions and relevant orders.
5 Data Protection Legislation: all applicable laws, directives and regulations relating to the processing of personal data including Regulation (EU) 2016/679 the General Data Protection Regulation (including as it applies in the UK pursuant to the European Union (Withdrawal) Agreement 2018), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
6 Deliverable(s): the deliverables agreed to be provided by the Supplier as per the Order and which form part of the Services
7 Delivery Date: the date specified in the Order.
8 Delivery Location: the address for delivery of Goods or performance of Services as set out in the Order or otherwise agreed by the parties.
9 G.Network: G.Network Communications Limited (company no. 10057745).
10 Goods: the goods (or any part of them) set out in the Order and all other deliverables provided by Supplier pursuant to the Contract.
11 Materials: has the meaning set out in clause 11.
12 Order: G.Network’s order or statement of Work for the Goods and/or Services, as set out in either G.Network’s purchase order form or G.Network’s written acceptance of Supplier’s quotation or the Statement of Work(s).
13 Price: the price of the Goods and/or Services as set out in clause 10.
14 Services: the services to be provided by the Supplier under the Contract.
15 Specification: the relevant specification for the Goods and/or Services set out in the Order or otherwise agreed in writing by G.Network and the Supplier.
16 Statement of Work: a statement of work entered into by G.Network and the Supplier under these Conditions describing the Services or Goods provided.
17 Supplier: the person from whom G.Network purchases the Goods and/or Services and is a counterparty in the Contract.
1.2 In the Contract, unless otherwise stated or unless the context otherwise requires:
a) a person or entity includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) a reference to a party includes its employees, personal representatives, successors and permitted assigns;
c) a reference to legislation or a legislative provision is a reference to it as amended, replaced or re-enacted, and a reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision;
d) any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
e) headings shall not affect the interpretation of the Contract; and
f) a reference to writing or written includes emails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. In case of conflict, these Conditions shall take precedence over any other terms included or referenced to in an Order, unless expressly stated otherwise in the Order.
2.2 The Order constitutes an offer by G.Network to purchase the Goods and/or Services from Supplier on a non-exclusive basis in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
a) Supplier issuing a written acceptance of the Order; and
b) Supplier doing any act consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (the Commencement Date).
2.4 Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
2.5 If Supplier is unable or expects a delay to perform any of its obligations under the Contract for any reason, it will immediately inform G.Network of this fact and give reasons for the inability, along with an estimated timescale in which it can rectify any such noncompliance. Clause 8 shall apply in this case.
3. Supply of Goods
3.1 Supplier shall provide the Goods in accordance with the Conditions. In particular, the Supplier will ensure that the Goods shall:
a) correspond with their description and any applicable Specification;
b) be of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by G.Network expressly or by implication;
c) be free from defects in design, material and workmanship and remain so for twelve (12) months after delivery; and
d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 G.Network may inspect and test the Goods at any time before delivery and shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery. Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect Supplier’s obligations under the Contract.
3.3 If following such inspection or testing G.Network considers that the Goods do not comply or are unlikely to comply with clause 3.1, G.Network shall inform Supplier and Supplier shall immediately take such remedial action as is necessary to ensure compliance, at the Supplier’s cost.
3.4 G.Network may conduct further inspections and tests after Supplier has carried out its remedial actions.
4. Delivery of Goods
4.1 Supplier shall ensure that:
a) physical Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods:
a) on the Delivery Date;
b) at the Delivery Location; and
c) during G.Network’s normal business hours, or as instructed by G.Network.
4.3 Delivery of the Goods shall be completed in relation to physical goods on the completion of unloading the Goods at the Delivery Location.
4.4 Supplier shall not deliver the Goods in instalments without G.Network’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle G.Network to the remedies set out in clause 8.
4.5 The risk on Goods delivered to G.Network shall pass to G.Network on acceptance of the Goods. Title in the Goods shall pass to G.Network on completion of delivery unless payment for Goods is made prior to the completion of delivery in which case title to the Goods shall pass to G.Network once payment has been made. In any event, title to the Goods shall pass to G.Network with full title guarantee and free from all encumbrances and other rights whatsoever exercisable by any third party.
5. Supply of Services
5.1 Supplier shall from the Commencement Date and for the duration of the Contract (until it expires or is terminated in accordance with clause 17 or as otherwise agreed between the parties) provide the Services to G.Network in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order.
5.3 In providing the Services, the Supplier shall:
a) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
b) the Supplier warrants that any personnel, subcontractors and other entities acting on its behalf for the provision of the Services are adequately trained, qualified and equipped to deliver the Services under the Contract;
c) promptly inform G.Network of the absence (or the anticipated absence) of any of the personnel, and if so required by G.Network, provide a suitably qualified replacement;
d) ensure that the Services will conform with all descriptions, standards, G.Network policies and the Specification;
e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
f) obtain and at all times maintain all licenses and consents which may be required for the provision of the Services, and not do or omit to do anything which may cause G.Network to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;
g) co-operate with, and comply with all reasonable directions of, G.Network (or any third party authorised to give directions on G.Network’s behalf) and will take reasonable care to ensure that the supply of Services shall not interfere with G.Network’s ordinary business activities; and
h) the Supplier warrants that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (as amended) will not apply to this Contract and/ or upon termination of the provision of the Services, and shall immediately inform G.Network in case this warranty is breached.
6. G.Network Obligations
G.Network shall provide Supplier:
a) reasonable access at reasonable times to its premises for the purpose of providing the Goods and/or Services; and
b) such information as Supplier may reasonably request that is necessary for the purpose of providing the Goods and/or Services.
7. G.Network Premises
Where the Contract involves work being carried out on or delivery at G.Network’s premises Supplier shall, and shall ensure its employees, agents and sub-contractors shall, observe all statutory rules and regulations and all of G.Network’s applicable policies, rules and regulations. G.Network may refuse to admit, or may order the removal of, any person who in its reasonable opinion is failing to comply with any rules and regulations or is otherwise not fit to be on the premises.
8. G.Network Remedies
8.1 If (i) the Goods are not delivered on the Delivery Date or do not comply with clause 3.1, or (ii) Supplier fails to perform the Services by the applicable performance dates or in accordance with clause 5.3, then, without limiting any of its other rights or remedies, and whether or not it has accepted any Goods or Services, G.Network may exercise any one or more of the following rights and remedies:
a) to terminate the Contract with immediate effect;
b) to reject the Goods and/or Services (in whole or in part) and return any Goods to the Supplier at the Supplier’s own risk and expense;
c) to require Supplier, at no additional cost to G.Network, to repair or replace the rejected Goods or provide repeat performance of the Services, or to provide a full refund of the price of any rejected Goods and/or any Services that have not been provided (if paid);
d) to refuse to accept any subsequent delivery of the Goods or performance of the Services which Supplier attempts to make; and
e) to have the Goods and/or Services repaired or reperformed by a third party in which case Supplier shall reimburse G.Network for all costs of doing so incurred by G.Network.
8.2 These Conditions shall apply to any repaired or replacement Goods or any substituted or remedial Services supplied by Supplier.
8.3 G.Network’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
9.1 G.Network may increase or decrease the Goods / the Services in scope but not materially amend the nature / scope of the Goods / the Services by notifying the Supplier in writing.
9.2 Subject to clause 9.1., either party may propose changes to the scope or execution of the Goods and/or Services to be provided under the Contract, but no proposed changes shall come into effect until a document has been signed by both parties which sets out the proposed changes and the effect those changes will have on the Goods and/or Services, the Price, the timetable for the provision of the Goods and/or Services, and any terms of the Contract.
10. Price and payment
10.1 The price of the Goods and/or Services (the Price) shall be the price set out in the Order.
10.2 The Price of the Goods and/or Services:
a) excludes amounts in respect of VAT, which G.Network shall additionally be liable to pay to Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
b) shall be the full and exclusive remuneration of Supplier in respect of the provision of the Goods and/or the performance of the Services and is inclusive of all other charges including costs of packaging, insurance and carriage of the Goods, overtime and expenses.
10.3 Supplier shall submit invoices to this email address: firstname.lastname@example.org and as further detailed in the Order, or if no invoice submission terms are specified in the Order, upon acceptance by G.Network of the Goods or Services. Each invoice shall include the date of the Order, the Order (PO) reference number, the invoice number, Supplier’s VAT registration number and any supporting documents that G.Network may reasonably require.
10.4 G.Network shall only pay correctly rendered and undisputed invoices within thirty (30) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by Supplier.
10.5 Payment is without prejudice to any claims or rights which G.Network may have and does not constitute acceptance of the Goods and/or Services.
10.6 If G.Network fails to make any undisputed payment due under the Contract by the due date for payment, Supplier shall be entitled to charge interest on the overdue sum at the rate of 2% per annum above the base rate of the Bank of England for the period from the due date until the date of actual payment.
10.7 In the event of any dispute regarding the sums set out in an invoice, G.Network shall notify Supplier in writing of the reason for the dispute and pay the undisputed sums in accordance with this clause 10. The parties shall arrange to discuss the dispute and attempt to resolve it within seven (7) days of G.Network giving notice to Supplier.
10.8 For the avoidance of doubt, Supplier shall be fully liable for any tax, levy or other amount due for the provision of the Goods / the Services under the Contract, not otherwise provided for in the Contract. Any persons engaged by the Supplier or acting on the Supplier’s behalf shall be the liability of the Supplier in terms of remuneration, national insurance or other expenses and coverage and the Supplier undertakes to keep G.Network indemnified for any loss, cost or damage relating to such tax and relevant amounts.
11. G.Network Materials and Intellectual Property
11.1 Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by G.Network to Supplier (the Materials) and all rights in Materials are and shall remain the exclusive property of G.Network. Supplier shall keep all Materials in safe custody at its own risk, maintain them in good condition until returned to G.Network and not dispose or use them other than in accordance with G.Network’s written instructions or authorisation.
11.2 G.Network grants Supplier a non-exclusive, non-transferable and non-sublicensable, limited licence to use the Materials for the term of the Contract solely to the extent necessary for the purpose of providing the Goods and/or Services.
11.3 All intellectual property rights belonging to a party prior to the commencement of the Contract shall remain the property of that party.
11.4 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any Materials) shall be owned by Supplier.
11.5 Supplier grants to G.Network a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify all Deliverables, documents, products and materials developed by Supplier as part of or in relation to the Services in any form or media for the purpose of receiving and using the Services.
11.6 Supplier shall ensure that all members of its personnel involved in the Services shall execute the right documentation and that all acts, documents and filings shall be made to give effect to clause 11.1.
12.1 Supplier shall indemnify G.Network against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by G.Network as a result of or in connection with:
a) any claim made against G.Network for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, receipt supply or use of the Goods and/or Services; or
b) any claim made against G.Network by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods or failure to provide the Services in accordance with these Conditions.
12.2 Nothing in these Conditions limits:
a) any liability which cannot legally be limited;
b) Supplier’s liability under clause 12.1 or for any wilful misconduct, wilful default or fraudulent and/or dishonest act or omission by Supplier, its personnel, subcontractors, or agents; and
c) either party’s liability for any breach of clause 14.
12.3 Subject to clause 12.2, Supplier’s liability to G.Network, whether in equity (including restitution), contract, tort (including negligence) for breach of statutory duty or otherwise arising out of or in connection with the Contract shall be limited to an amount which is twice the total Price payable under the Contract.
12.4 Subject to clause 12.2, and without prejudice to G.Network’s liability to pay the Price due under the Contract, G.Network’s total liability to Supplier, whether in equity (including restitution), contract, tort (including negligence), for breach of statutory duty or otherwise, arising out of or in connection with the Contract shall be limited to an amount equal to the Price paid or payable under the Contract.
During the term of the Contract, Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on G.Network’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
14.1 Each party undertakes that it shall not at any time during the Contract and for a period of five (5) years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s Confidential Information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 14; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15. Compliance with Laws and Policies
15.1 In performing its obligations under the Contract, Supplier shall, and shall ensure that all persons acting on its behalf shall, comply with all applicable laws, statutes, regulations, regulatory policies, guidelines or industry codes from time to time in force.
15.2 Supplier shall, and shall ensure that all persons acting on its behalf shall, comply with any relevant G.Network policies and procedures which are notified to it prior to or during the term of the Contract.
15.3 Supplier warrants and represents that it has put in place and shall maintain throughout the term of the Contract adequate processes and procedures to prevent bribery, modern slavery, and/or tax evasion within the Supplier's business or supply chain. Supplier shall immediately notify G.Network in writing if Supplier, or any associated person who has been involved in the provision of Goods and/or Services to G.Network becomes aware of, or is investigated in relation to, actual or potential offences relating to bribery, modern slavery, and/or tax evasion.
16. Data protection
16.1 The parties shall comply with the Data Protection Legislation.
16.2 The parties do not envisage that the provision by Supplier to G.Network of Goods and/or Services will involve either party processing personal data as a data processor on behalf of the other party (acting as a data controller).
16.3 If the relationship between the parties evolves such that one party is to begin processing personal data as a data processor on behalf of the other party, the parties will first enter into a data processing agreement containing the necessary clauses to comply with the Data Protection Legislation before undertaking such processing.
17.1 G.Network may terminate the Contract in whole or in part at any time before delivery of the Goods or performance of the Services with immediate effect by giving Supplier written notice, whereupon Supplier shall discontinue all work on the Contract. G.Network shall pay Supplier fair and reasonable compensation for any work in progress on the Goods and/or Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
17.2 Without limiting its other rights or remedies, G.Network may terminate the Contract with immediate effect by giving written notice to Supplier if:
a) there is a change of Control of the Supplier (where “Control” has the meaning given to it in section 1124 of the Corporation Tax Act 2010);
b) there is a breach of clause 15;
c) Supplier commits a material breach of any other term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so;
d) Supplier takes any step or action in connection with Supplier being made bankrupt, entering any composition or arrangement with its creditors, entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
e) Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
17.3 Without limiting or affecting any other right or remedy available to it, and unless otherwise agreed between the parties, G.Network may terminate the Contract for convenience by giving Supplier thirty (30) days’ written notice.
17.4 Without limiting its other rights or remedies, Supplier may terminate the Contract with immediate effect by giving written notice to G.Network if:
a) G.Network fails to make a payment of any undisputed amount under the Contract provided Supplier gives G.Network written notice of such payment deficiency and a sixty (60) day cure period; or
b) G.Network commits a material breach of any other term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so.
17.5 On termination or expiry of the Contract, Supplier shall immediately return all Materials to G.Network (until the Materials have been returned or delivered, Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract), and provide such reasonable assistance to G.Network as necessary to enable the smooth transfer of the Services to G.Network or any third party that G.Network nominates for the purposes of this clause 17.5.
17.6 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
17.7 Any provision of the Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
18. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to strikes, lock-outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood or storm. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate the Contract by giving written notice to the affected party.
19.1 Assignment and other dealings
a) G.Network may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
b) Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of G.Network.
19.2 Subcontracting. Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of G.Network. If G.Network consents to any subcontracting by Supplier, Supplier shall ensure that each subcontractor is party to written contracts that include comparable terms to these Conditions and Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
19.3 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.4 Variation. G.Network reserves the right to introduce reasonable amendments and updates to these terms to comply with latest applicable law or industry practice or any other valid business reason. The Supplier should consult G.Network’s website for the latest and applicable set of Conditions. Otherwise,, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
19.5 Waiver. Except as set out in clause 2.5, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 19.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.7 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service, marked for the attention of the person, and sent to the address, set out in the Order. All notices shall be deemed to have been received at the time of delivery.
19.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
19.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
19.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.