TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

The Client’s attention is particularly drawn to the provisions of clause 9.

1. Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

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

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Commencement Date: shall be the date specified in the Order.

Compliance Management File: the documents and materials produced by the Supplier in relation to the provision of Compliance Management Services and to be supplied to the Client including any data, programs, reports, software and specifications.

Compliance Management Services: cross compliance services including the maintenance and provision of a Compliance Management File as detailed in the Order. 

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions and the Order.

Client: the person or firm who purchases Services from the Supplier.

Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom; and, then (ii) any successor legislation to the GDPR or the Data Protection Act 1998 or 2018.

Health & Safety Services: the review and on-going assessment of the Client’s health and safety policies and procedures in line with applicable health and safety legislation as detailed in the Order.

Initial Term: the initial term of the Contract as specified in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client’s order for Services as set out overleaf. 

Services: the services to be supplied by the Supplier to the Client as described in the Order.

Supplier: Cross Compliance Solutions Ltd registered in England and Wales with company number 6952260.

Supplier Materials: all documents, materials, data, proprietary software (and the media on which they are each recorded) which are owned by the Supplier or created independently of the Services or created as a result of performing the Services.

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes faxes and e-mails.

2. Basis of Contract

2.1 The Supplier shall supply and the Client shall purchase the Services in accordance with the Contract. If there is any conflict or ambiguity between the terms of the Order and the Conditions, the terms of the Order shall have priority.

2.2 If the Client cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of an amount equal to 25% of the Charges to reflect the costs incurred by the Supplier in fulfilling the Order up until the date of cancellation, except that where the cancellation results from the Supplier’s failure to comply with its obligations under these Conditions the Client shall have no liability to the Supplier in respect of it.

2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 

2.4 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

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

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

3. Supply of Services

3.1 This Contract shall continue indefinitely on a 12 month rolling basis unless terminated in accordance with the provisions of clause 10.

3.2 The supply of Services:

3.2.1 includes the attendance of a representative of the Supplier at official inspections (other than farm assurance inspections) provided that the Client has given at least 12 hours notice to the Supplier;

3.2.2 does not include the supply or endorsement of the Client’s own records. 

3.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.  No other warranty or representation, express or implied, shall apply under and/or in connection with the supply of the Services.

3.5 When any aspect of any Health & Safety Services or HR Services is governed by any statutory provisions which apply specifically to those services, the Client acknowledges and agrees that the Supplier shall act in accordance with the requirements of the statutory provisions (as they apply to the Supplier as the service provider) and the Client agrees that they shall act in accordance with the requirements of the statutory provisions (as they apply to the Client as the service recipient).

3.6 Maps are not to scale, they are for illustrative and guidance purposes only. CXCS cannot be held accountable for any breach in payments, which come about as a result of reliance on these maps.

4. Client’s Obligations

4.1 The Client shall:

4.1.1 ensure that the terms of the Order are complete and accurate;

4.1.2 co-operate with the Supplier in all matters relating to the Services;

4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Supplier; 

4.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services including a copy of the BP5 application (where applicable) and all relevant documentation relating to its staff and employees, including any personnel records and staff policies and handbooks (if the HR Services form part of the Order), and ensure that such information is complete and accurate in all material respects.  The Client acknowledges and agrees that all reports and assessments provided by the Supplier in connection with the Services including, where applicable, the HR Services, the application for the Basic Payment Scheme, the application for Countryside Stewardship and/or any Compliance Management File (as the case may be) will be compiled by the Supplier based on the information provided by the Client to the Supplier and the Supplier shall have no liability for any inaccuracies contained in any such information;

4.1.5 read all reports and assessments provided by the Supplier in connection with the Services including (where applicable), in relation to the HR Services, any application for the Basic Payment Scheme any application for Countryside Stewardship and/or the Compliance Management File (as the case may be) and inform the Supplier as soon as possible if there are any inaccuracies or omissions;

4.1.6 agree to attend a visit by or meeting with the Supplier at least once per year or as otherwise reasonably requested by the Supplier to enable the Supplier to perform the Services.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;

4.2.2 the Supplier shall not be liable for any costs, losses or delays sustained or incurred by the Client arising directly or indirectly from the Client’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 

4.2.3 the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

4.2.4 the client will have read and understood the privacy policy set out at https://www.cxcs.co.uk/privacy-policy/.

5. Charges and Payment

5.1 The Charges for the Services shall be the amount set out in the Order as amended from time to time in accordance with clause 5.2. The Charges are exclusive of digital mapping which is payable in addition.

5.2 The Supplier reserves the right to review the Charges on an annual basis. 

5.3 Unless otherwise agreed with the Client, the Supplier will be entitled to send the Client invoices annually on or around each anniversary of the Commencement Date or at any other reasonable times during the course of the Contract. The Client shall pay each invoice submitted by the Supplier:

5.3.1 within 30 days of the date of the invoice; and

5.3.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

5.3.3 new Clients are expected to pay their invoice within 7 days prior to any administrative work commencing.

5.4 The Client shall not be entitled to any refund if the Contract is terminated (for any reason) part way through any 12 month period. 

5.5 All amounts payable by the Client 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 the Client, the Client 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. 

5.6 If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.7 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.

5.8 A £100 cancellation fee plus expenses, subject to Supplier discretion, will be made if Client gives supplier less than 48 hours notice  of  pre- arranged visits to Clients premises.

6. Intellectual Property Rights 

6.1 All Intellectual Property Rights in or arising out of or in connection with the provision of the Services shall be owned by the Supplier. 

6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client.

6.3 Any Compliance Management File is, and all Supplier Materials are, the exclusive property of the Supplier.

7. Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.

8. Data Protection

8.1 Both parties agree to comply with all applicable requirements of the Data Protection Legislation. The obligations set out in these Conditions are in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. 

8.2 The parties acknowledge that, for the purposes of the Data Protection Legislation, the Supplier is a data controller in relation to the Client’s personal data (where data controller and personal data have the meaning as defined in the Data Protection Legislation). The Supplier shall only use the Client’s personal data in accordance with the provisions of this clause 8 and the Data Protection Legislation.

8.3 The Client shall:

8.3.1 provide the Supplier with any information and/or documentation the Supplier reasonably requires in order to comply with its obligations and responsibilities under the Data Protection Legislation; and

8.3.2 ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer to, storage and use of personal data by the Supplier (as applicable) for the duration and purposes of the Contract.

8.4 The Supplier shall, in relation to any of the Client’s personal data stored and used by it in connection with the delivery of the Services or the performance by the Supplier of its other obligations under the Contract:

8.4.1 store and use that personal data only for the purposes of delivering the Services and performing its other obligations under the Contract or where it otherwise has legitimate interests (within the meaning of the Data Protection Legislation) to do so; 

8.4.2 unless otherwise notified to the Client, only retain that personal data for a period of 12 months from the termination or expiry of the Contract; 

8.4.3 ensure that it has in place appropriate technical and organisational measures 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;

8.4.4 ensure that all personnel who have access to and/or use personal data are obliged to keep the personal data confidential;

8.4.5 where applicable, assist the Client in responding to any request from a data subject (where data subject has the meaning defined in the Data Protection Legislation) 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;

8.4.6 notify the Client without undue delay on becoming aware of a personal data breach; 

8.4.7 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(a) the Supplier or the Client has provided appropriate safeguards in relation to the transfer;

(b) the data subject, to which the personal data relates, has enforceable rights and effective legal remedies;

(c) 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

(d) the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the use and processing of the personal data;

8.4.8 at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by applicable laws or regulations to store the personal data; and

8.4.9 maintain accurate and up to date records and information to demonstrate its compliance with its obligations under this clause 8.4.

8.5 The Client consents to the Supplier appointing third parties to process its personal data where such processing is necessary for the purposes of the Contract and the supply of the Services. Such consent is provided by the Client on the basis that the Supplier has entered into or will enter into (as the case may be) a written agreement with the third party processor which is compliant with the Data Protection Legislation and on terms substantially the same as the terms of this clause 8.

8.6 The Client shall comply with all policies and procedures notified to it by the Supplier from time to time where the subject matter relates to data protection and associated matters pursuant to the Data Protection Legislation.

9. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

9.1.2 fraud or fraudulent misrepresentation.

9.2 Subject to clause 9.1:

9.2.1 the Supplier shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) any loss of or failure to realise expected profit, revenue or savings or any other form pure economic loss, whether such loss is direct or indirect;

(b) any indirect, special or consequential loss arising under or in connection with the Contract; and

9.2.2 the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5,000,000.

9.3 Where the Services include Health & Safety Services, the Supplier shall effect and maintain, for a period of six (6) years from completion of any Order to provide Health & Safety Services, profession indemnity insurance with a limit of indemnity of no less than £5,000,000, provided always that such insurance remains available at commercially reasonable rates. 

9.4 The Supplier shall have no liability to the Client if the Client fails to pass an inspection where the Supplier has not attended such inspection.

9.5 The Supplier shall have no liability to the Client if the Client does not follow specific recommendations or advice provided by the Supplier as part of the Services.

9.6 The Supplier shall not be providing advice in relation to the movement of cattle, sheep or other animals or for the record keeping or tagging of animals.  This is the sole responsibility of the Client and the Supplier shall under no circumstances be liable to the Client in connection with such services.

9.7 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

9.8 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 The contract shall continue indefinitely on a rolling 12 month basis commencing on the Commencement Date. Without limiting its other rights or remedies, either party may terminate the Contract during any 12 month term by giving the other party at least one month’s prior notice ahead of the expiry of the relevant 12 month term. Any such notice (provided it is given in accordance with the terms of this agreement) shall take effect on the expiry of the current twelve month term.  

10.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client commits a breach of any of its obligations under sub-clause 4.1.

10.3 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

10.3.2 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), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restricting), 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;

10.3.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 

10.3.4 the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

10.3.5 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

10.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so. 

10.5 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 10.3.2 to clause 10.3.5, or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

11. Consequences of Termination

On termination of the Contract for any reason: 

11.1 the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt; 

11.2 where the Services include Compliance Management Services, the Supplier shall have no responsibility or liability for any reports, risk assessments,  any Compliance Management File or their contents. The Supplier prohibits the use of the Compliance Management File by the Client for any purpose following termination of the Contract.

11.3 the Client shall return all of the Supplier Materials and (if applicable) the Compliance Management File. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

11.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and

11.5 clauses which expressly or by implication survive termination shall continue in full force and effect.

12. Force Majeure

12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 

12.2 The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3 If the Force Majeure Event prevents the Supplier from providing any of the Services, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

13. General

13.1 Assignment and other dealings.

13.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.1.2 The Client shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

13.2 Notices.

13.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; 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 delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

13.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 Severance.

13.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy 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 its 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. 

13.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.7 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 Supplier.

13.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

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