Supplier Services T&Cs

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1. 1. Definitions:

"3D Group Materials"	has the meaning set out in clause 3.4.12.
"3D Group"	A & D Computers Limited, trading as “3D Group”, registered in England and Wales with company number 04788888.
"Applicable Data Protection Laws"	means: (a)       To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. (b)       To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
"Applicable Laws"	means: (a)       To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom. (b)       To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
"Business Day"	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Charges"	the charges payable by 3D Group for the supply of the Services in accordance with clause 6 (Charges and payment).
"Commencement Date"	has the meaning given in clause 2.2.
"Conditions"	these terms and conditions as amended from time to time in accordance with clause 14.5.
"Contract"	the contract between 3D Group and the Supplier for the supply of Services in accordance with these Conditions.
"Control"	shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
"Deliverables"	all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
"EU GDPR"	the General Data Protection Regulation ((EU) 2016/679).
"Intellectual Property Rights"	patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Mandatory Policies"	any policies that may be set out in the Order.
"Order"	3D Group's order for the supply of Services, as set out in 3D Group's purchase order form, or in 3D Group's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
"3D Group Personal Data"	any personal data which the Supplier processes in connection with the Contract, in the capacity of a processor on behalf of 3D Group.
"Services"	the services, including any Deliverables, to be provided by the Supplier under the Contract, as set out in the Specification.
"Specification"	the description or specification for the Services agreed in writing by 3D Group and the Supplier.
"Supplier"	the company or entity from whom 3D Group purchases the Services.
"UK GDPR"	has the meaning given to it in the Data Protection Act 2018.

1. 2. Interpretation:
      1. A reference to legislation or a legislative provision:
         1. is a reference to it as amended, extended or re-enacted from time to time; and
         2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
      2. Any words following the terms including, include, in particular, for example 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.
      3. A reference to writing or written includes email.
2. Basis of contract
   1. The Order constitutes an offer by 3D Group to purchase Services in accordance with these Conditions.
   2. The Order shall be deemed to be accepted on the earlier of:
      1. the Supplier issuing written acceptance of the Order; or
      2. any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (“Commencement Date”).

2. 3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
   1. The Supplier shall from the date set in the Order and for the duration of the Contract provide the Services to 3D Group in accordance with the terms of the Contract.
   2. The Supplier shall meet any performance dates for the Services specified in the Order or that 3D Group notifies to the Supplier and time is of the essence in relation to any of those performance dates.
   3. The Order may set out that the Services and Deliverables are for the benefit of a customer of 3D Group (the “Customer”) and the Customer and 3D Group are party to a contract (a “Main Contract”).  In these circumstances the Supplier shall be operating as a subcontractor.
   4. In providing the Services, the Supplier shall:
      1. co-operate with 3D Group in all matters relating to the Services, and comply with all instructions of 3D Group;
      2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
      3. at all times act with good faith in respect of the Services, including but not limited to only providing Services where they are necessary and only charging for the Services carried out rather than in accordance with any estimated or quoted amounts;
      4. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
      5. ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that 3D Group expressly or impliedly makes known to the Supplier;
      6. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      7. where goods are required as part of supply of the Services, unless otherwise agreed with 3D Group, use only goods supplied by 3D Group;
      8. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to 3D Group, will be free from defects in workmanship, installation and design;
      9. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      10. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and with the Mandatory Policies;
      11. observe all health and safety rules and regulations and any other security requirements that apply at any of 3D Group's premises or any premises where they are required to carry out the Services;
      12. hold all materials, equipment and tools, drawings, specifications and data supplied by 3D Group to the Supplier (“3D Group Materials”) in safe custody at its own risk, maintain 3D Group Materials in good condition until returned to 3D Group, and not dispose or use 3D Group Materials other than in accordance with 3D Group's written instructions or authorisation;
      13. not do or omit to do anything which may cause 3D Group to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that 3D Group may rely or act on the Services;
      14. comply with any additional obligations as set out in the Specification; and
      15. where relevant, do nothing which may case 3D Group to be in breach of the Main Contract.
4. 3D Group remedies
   1. If the Supplier fails to perform the Services by the applicable dates, 3D Group shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
      1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
      2. to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      3. to recover from the Supplier any costs incurred by 3D Group in obtaining substitute services from a third party;
      4. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; and
      5. to claim damages for any additional costs, loss or expenses incurred by 3D Group which are in any way attributable to the Supplier's failure to meet such dates.
   2. If the Supplier has supplied Services that do not comply with the requirements of clause 3.4.5 then, without limiting or affecting other rights or remedies available to it, 3D Group shall have one or more of the following rights:
      1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
      2. to return the Deliverables to the Supplier at the Supplier's own risk and expense;
      3. to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
      4. to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      5. to recover from the Supplier any expenditure incurred by 3D Group in obtaining substitute services or deliverables from a third party; and
      6. to claim damages for any additional costs, loss or expenses incurred by 3D Group arising from the Supplier's failure to comply with clause 3.4.5.
   3. These Conditions shall extend to any substituted or remedial services provided by the Supplier.
   4. 3D Group's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
5. 3D Group's obligations
   1. 3D Group shall:
      1. provide the Supplier with reasonable access at reasonable times to 3D Group's premises for the purpose of providing the Services; and
      2. provide such necessary information for the provision of the Services as the Supplier may reasonably request.
6. Charges and payment
   1. The Charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by 3D Group, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
   2. The Supplier shall invoice 3D Group on completion of the Services. Each invoice shall include such supporting information required by 3D Group to verify the accuracy of the invoice, including the relevant purchase order number.
   3. In consideration of the supply of the Services by the Supplier, 3D Group shall pay the invoiced amounts within thirty (30) days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
   4. All amounts payable by 3D Group under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to 3D Group, 3D Group shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   5. If 3D Group fails to make a payment due to the Supplier under the Contract by the due date, then 3D Group 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 6.5 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%.
   6. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow 3D Group to inspect such records at all reasonable times on request.
   7. 3D Group may at any time, without notice to the Supplier, set off any liability of the Supplier to 3D Group against any liability of 3D Group to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by 3D Group of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
7. Intellectual property rights
   1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any 3D Group Materials) shall be owned by the Supplier.
   2. The Supplier grants to 3D Group, or shall procure the direct grant to 3D Group of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding 3D Group Materials) for the purpose of receiving and using the Services and the Deliverables.
   3. 3D Group grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by 3D Group to the Supplier for the term of the Contract for the purpose of providing the Services to 3D Group.
   4. All 3D Group Materials are the exclusive property of 3D Group.
8. Indemnity
   1. The Supplier shall indemnify 3D Group 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 (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by 3D Group arising out of or in connection with:
      1. any claim brought against 3D Group for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding 3D Group Materials); and
      2. any claim made against 3D Group by a third party arising out of, or in connection with, the supply of the Services.
   2. This clause 8 shall survive termination of the Contract.
9. Data protection
   1. For the purposes of this clause 9, the terms “Commissioner”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processor” and  “Processing” shall have the meaning given to them in the UK GDPR.
   2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
   3. The parties have determined that, for the purposes of Applicable Data Protection Laws the Supplier shall process personal data as a processor on behalf of 3D Group.
   4. The Order shall set 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.
   5. Without prejudice to the generality of clause 9.2 the Supplier shall, in relation to Personal Data:
      1. process that Personal Data only on the documented instructions of 3D Group, set out in the Order, unless the Supplier is required by Applicable Laws to otherwise process that 3D Group Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing 3D Group Processor Data, the Supplier shall promptly notify 3D Group of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying 3D Group on important grounds of public interest. The Supplier shall immediately inform 3D Group if, in the opinion of the Supplier, the instructions of 3D Group infringe Applicable Data Protection Legislation;
      2. implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of 3D Group Personal Data and against its accidental loss, damage or destruction, including inter alia as appropriate:
         1. the pseudonymisation and encryption of 3D Group Personal Data;
         2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
         3. the ability to restore the availability and access to 3D Group Personal Data in a timely manner in the event of a physical or technical incident; and
         4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing,

and in assessing the appropriate level of security the Supplier shall take into account in particular of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to 3D Group Personal Data transmitted, stored or otherwise processed;

9. 5. 3. ensure, and procure, that any personnel engaged and authorised by the Supplier to process 3D Group Personal Data keep 3D Group Personal Data confidential;
      4. promptly assist 3D Group, in responding to any request from a data subject and in ensuring compliance with 3D Group's obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, the Supplier shall promptly notify 3D Group if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of 3D Group Personal Data;
      5. notify 3D Group without undue delay (and no later than forty eight (48)) after becoming aware of a personal data breach and on suspecting the same, the Supplier shall promptly conduct an initial assessment to determine, with a reasonable degree of certainty, whether the event or incident qualifies for notification to 3D Group under this clause 9.5.5 and shall provide a copy of this initial assessment along with such notification;
      6. at the written direction of 3D Group, delete or return to 3D Group all 3D Group Personal Data on termination of the Contract, and certify to 3D Group in writing it has done so, unless the Supplier is required by Applicable Law to continue to process that 3D Group Personal Data, in which case the Supplier shall promptly notify 3D Group, in writing, of what that Applicable Law is and shall only be permitted to process that 3D Group Personal Data for the specific purpose so-notified, and all other requirements set out in this clause 9 shall continue to apply to such 3D Group Personal Data notwithstanding the termination of the Contract for as long as such 3D Group Personal Data is processed by the Supplier. For the purposes of this clause 9.5.6 the obligation to "delete" data includes the obligation to delete data from back-up systems as well as live systems; and
      7. maintain adequate records, and, on 3D Group's request, make available such information as 3D Group may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by 3D Group or 3D Group's designated auditor, to demonstrate its compliance with Applicable Data Protection Laws and this clause 9.
   6. The Supplier shall not, without the prior written consent of 3D Group (and in any event subject to the Supplier providing 3D Group with reasonable evidence that such activity is being undertaking in full compliance with Applicable Data Protection Laws):
      1. appoint or replace (or change the terms of the appointment of) any other processor in relation to 3D Group Personal Data or transfer any 3D Group Personal Data to the same; or
      2. carry out, via itself or via any other processor, any processing of 3D Group Personal Data, or transfer any 3D Group Personal Data, outside of the UK, including processing 3D Group Personal Data on equipment situated outside of the UK.
   7. Either party may, at any time on not less than 30 days' notice, revise clause 9 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms).
   8. The Supplier hereby indemnifies, and shall keep indemnified, 3D Group from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by Supplier of any Applicable Data Protection Law or its obligations under this clause 9.
10. Insurance

During the term of the Contract and for a period of two (2) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on 3D Group'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.

11. Termination
    1. Without limiting or affecting any other right or remedy available to it, 3D Group may terminate the Contract:
       1. with immediate effect by giving written notice to the Supplier if:
          1. there is a change of control of the Supplier; or
          2. the Supplier's financial position deteriorates to such an extent that in 3D Group's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
          3. the Supplier commits a breach of clause 3.4.10,
       2. for convenience by giving the Supplier seven (7) days’ written notice; and
       3. with immediate effect by giving written notice to the Supplier where an Order references a Main Contract, and the Main Contract is terminated for any reason.
    2. Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
       2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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
       3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
12. Consequences of termination
    1. On termination of the Contract for any reason, the Supplier shall immediately deliver to 3D Group all Deliverables whether or not then complete, and return all 3D Group Materials. If the Supplier fails to do so, then 3D Group may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    2. Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. Non-poaching of customers
    1. In order to protect the legitimate business interests of 3D Group, the Supplier covenants with 3D Group that it shall not (except with the prior written consent of 3D Group) solicit or entice away (or attempt to solicit or entice away) from 3D Group the business or custom of any Restricted Customer.
    2. The Supplier shall be bound by the covenant set out in Clause 13.1 during the term of the Contract, and for a period of 12 months after termination of the Contract.
    3. For the purposes of this clause 13, a “Restricted Customer” shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer of, or in the habit of dealing with, 3D Group, including but not limited to the Client.
14. General
    1. 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. 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.
    2. Assignment and other dealings.
       1. 3D Group may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
       2. The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of 3D Group.
    3. Confidentiality.
       1. Each party undertakes that it shall not at any time during the Contract, and for a period of two (2) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3.2.
       2. Each party may disclose the other party's confidential information:
          1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's 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 14.3; and
          2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
    4. 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.
    5. Variation. Except as set out in these Conditions, 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 the parties or their authorised representatives.
    6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. 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 or enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deemed deleted under this clause 14.7, 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 provisions.
    8. Notices.
       1. 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 at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order or such email address as is used regularly by the relevant party in respect of the Services.
       2. A notice or other communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
       3. This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    9. Third party rights.
       1. 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.
       2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    10. 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.
    11. 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.