Terms and Conditions for Suppliers

1. INTERPRETATION 

The following definitions and rules of interpretation apply in this agreement. 

1.1 Definitions:
Business Day:  a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date:  has the meaning given in Clause 2.3.
Conditions:  these terms and conditions as amended from time to time in accordance with Clause 20.8.
Contract:  the contract between FirstPort and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
Control:  shall be defined as in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly. 
FirstPort Materials:  has the meaning set out in Clause 5.3(k).

Data Protection Legislation:  The Data Protection Act 2018 (DPA) and all applicable changes in law, including any subsequent legislation that may amend and/or supersede the DPA, when performing its obligations under this agreement. The parties acknowledge that the European General Data Protection Regulation (EU 016/679) (GDPR) shall apply during the term of this agreement. 
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).
FirstPort: means FirstPort Limited trading as FirstPort registered in England and Wales with company number 04352396 whose registered office is Queensway House, 11 Queensway, New Milton, Hampshire, BH25 5NR or any of its subsidiaries as defined in section 1159 of the Companies Act 2006 as specified in any Purchase Order.
Force Majeure Event: means any event beyond FirstPort’s or Supplier’s reasonable control, including without limitation, any Act of God, war, strikes, lockouts, fires, floods, earthquakes, Government action, terrorism, riots, civil disorders, rebellions or revolutions.

Goods:  the goods (or any part of them) set out in the Purchase Order.
Goods Specification:  any specification for the Goods, including any related plans and drawings, that is agreed in writing by FirstPort and the Supplier.
Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, 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:  business policies as amended from time to time and as stated in the Schedule.
Party: means individually, FirstPort or the Supplier who shall be referred to collectively as the “Parties” from time to time.
Purchase Order:  FirstPort’s order for the supply of Goods and/or Services, as set out in FirstPort’s Purchase Order form incorporating these Conditions by reference.
Services:  the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
Service Specification:  the description or specification for Services agreed in writing by FirstPort and the Supplier.
Supplier:  the person or firm from whom FirstPort purchases the Goods and/or Services.

1.2 Interpretation: 
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) 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.
(e) A reference to writing or written includes fax but not email. 

2. BASIS OF CONTRACT  
2.1 The Purchase Order constitutes an offer by FirstPort to purchase Goods and/or Services from the Supplier in accordance with these Conditions. Subject to Clause 2.2, any purchase by FirstPort is conditional upon acceptance of these Conditions by the Supplier, which are incorporated by reference to the Purchase Order to the exclusion of any other term that the Supplier may seek to impose or incorporate, or which any implied by trade, customer, practice or course of dealing.
2.2 Should FirstPort and the Supplier already be parties to a fully executed agreement which establishes terms governing contracts between the parties (Framework Agreement), then in the event of a conflict between the terms of the Framework Agreement and these Conditions, the terms of the Framework Agreement shall prevail.
2.3 The Purchase Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Purchase Order; or
(b) any act by the Supplier consistent with fulfilling the Purchase Order,
(c) at which point and on which date the Contract shall come into existence (Commencement Date).
2.4 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 trade, custom, practice or course of dealing.
2.5 These Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specifically stated. 

3. SUPPLY OF GOODS  
3.1 The Supplier shall ensure that the Goods shall: 
(a) correspond with their description and any applicable Goods Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by FirstPort, expressly or by implication, and in this respect FirstPort relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, they shall be free from defects in design, materials and workmanship and remain so for a period of 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 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.3 FirstPort may inspect and test the Goods at any time before delivery. The 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 the Supplier’s obligations under the Contract.
3.4 If following such inspection or testing FirstPort considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at Clause 3.1, FirstPort shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 FirstPort may conduct further inspections and tests after the Supplier has carried out its remedial actions. 
 
4. DELIVERY OF GOODS  
4.1 The Supplier shall ensure that: 
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(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; and
(c) it states clearly on the delivery note any requirement for FirstPort to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 
4.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order or, if no such date is specified, then within seven (7) days of the date of the Order;
(b) to FirstPort’s premises as is set out in the Order or as instructed by FirstPort before delivery (Delivery Location); and
(c) during FirstPort’s normal hours of business on a Business Day, or as instructed by FirstPort.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, FirstPort may reject the Goods; or 
(b) delivers more than 105% of the quantity of Goods ordered, FirstPort may at its sole discretion reject the Goods or the excess Goods,
(c) and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and FirstPort accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without FirstPort’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle FirstPort to the remedies set out in Clause 6.1.
4.6 Title and risk in the Goods shall pass to FirstPort on completion of delivery. 

5. SUPPLY OF SERVICES  
5.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to FirstPort in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order and time is of the essence in relation to any of those performance dates.
5.3 In providing the Services, the Supplier shall: 
(a) co-operate with FirstPort in all matters relating to the Services, and comply with all instructions of FirstPort;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(c) 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;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that FirstPort expressly or impliedly makes known to the Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) 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 FirstPort, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
(h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and with the Mandatory Policies;
(i) observe all health and safety rules and regulations and any other security requirements that apply at any of FirstPort’s premises or developments FirstPort manages;
(j) observe the Construction Industry Schemes rules and regulations where applicable;
(k) hold all materials, equipment and tools, drawings, specifications and data supplied by FirstPort to the Supplier (FirstPort Materials) in safe custody at its own risk, maintain FirstPort Materials in good condition until returned to FirstPort, and not dispose or use FirstPort Materials other than in accordance with FirstPort’s written instructions or authorisation;
(l) not do or omit to do anything which may cause FirstPort to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that FirstPort may rely or act on the Services;
(m) comply with any additional obligations as set out in the Service Specification agreed with FirstPort. 

6. CUSTOMER REMEDIES  
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, FirstPort shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by FirstPort in obtaining substitute goods and/or services from a third party;
(d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
(e) to claim damages for any additional costs, loss or expenses incurred by FirstPort which are in any way attributable to the Supplier’s failure to meet such dates. 

6.2 If the Goods are not delivered by the applicable date, FirstPort may, at its option, claim or deduct 10% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 50% of the total price of the Goods. If FirstPort exercises its rights under this Clause 6.2 it shall not be entitled to any of the remedies set out in Clause 6.1 in respect of the Goods’ late delivery. 
6.3 If the Supplier has delivered Goods that do not comply with the undertakings set out in Clause 3.1, then, without limiting or affecting other rights or remedies available to it, FirstPort shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by FirstPort in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by FirstPort arising from the Supplier’s failure to supply Goods in accordance with Clause 3.1.
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.5 FirstPort’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.

7. CUSTOMER’S OBLIGATIONS
7.1 FirstPort shall:
(a) provide the Supplier with reasonable access at reasonable times to FirstPort’s premises for the purpose of providing the Services and the delivery of any Goods;
(b) provide such necessary information for the provision of the Services and/or the supply of the Goods as the Supplier may reasonably request.
(c) co-operate with the Supplier in all matters relating to the Services and/or the supply of Goods.

8. CHARGES AND PAYMENT  
8.1 The price for the Goods and/or Services:
(a) shall be the price set out in the Purchase Order;
(b) In respect of Goods supplied the price shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by FirstPort.
(c) In respect of Services provided the price shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by FirstPort, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.2 The Supplier shall invoice FirstPort on or at any time after completion of delivery of the Goods and/or completion of the Services. Each invoice shall include such supporting information required by FirstPort to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. 
8.3 In consideration of the supply of Goods and/or Services by the Supplier, FirstPort shall pay the invoiced amounts to a UK bank account on 60 days of the date of receipt of a correctly rendered invoice.
8.4 All amounts payable by FirstPort under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to FirstPort, FirstPort 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 Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.5 If FirstPort fails to make a payment due to the Supplier under the Contract by the due date, then FirstPort 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 8.5 will accrue each day at 2% a year above the Bank of England’s base rate from time to time, but at 2% a year for any period when that base rate is below 0%.
8.6 The Supplier shall maintain complete and accurate records of the time spent, materials used in respect of the Services and/or goods supplied, and the Supplier shall allow FirstPort to inspect such records at all reasonable times.
8.7 FirstPort may at any time, without notice to the Supplier, set off any liability of the Supplier to FirstPort against any liability of FirstPort 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 FirstPort of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

9. INTELLECTUAL PROPERTY RIGHTS  
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any FirstPort Materials) shall be owned by the Supplier.
9.2 The Supplier grants to FirstPort, or shall procure the direct grant to FirstPort of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding FirstPort Materials) for the purpose of receiving and using the Services and the Deliverables.
9.3 FirstPort grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by FirstPort to the Supplier for the term of the Contract for the purpose of providing the Services to FirstPort.
9.4 All FirstPort Materials are the exclusive property of FirstPort.

10. LIMITATION OF LIABILITY
10.1 The exclusions and limitations in this clause override any other provision in this Contract unless expressly stated.
10.2 Subject to Clause 10.4 and save as provided in this Clause 10.2 neither the Supplier nor FirstPort (the “Party Liable”) shall be liable to the other for:
(a) any loss of profit loss of revenue loss of use loss of contract or loss of goodwill;
(b) any indirect or consequential loss;
(c) loss resulting from the liability of the other party to any other third party howsoever and whenever arising; and
10.3 The rights and remedies provided by this Contract to FirstPort are exclusive not cumulative and exclude and replace all substantive (but not procedural) rights or remedies express or implied that may be provided by common law or statute in respect of the subject matter of this Contract.
10.4 Subject to Clause 10.2 & Clause 10.3, FirstPort’s total liability, whether direct or indirect, in respect or in connection with this Agreement whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, including the indemnities stated in Clause 11 in connection with this Agreement shall in no event exceed the sum of £50,000.
10.5 Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delayed and such party shall be entitled to a reasonable extension of time for the performance of such obligations. Where the Supplier anticipates such delay will continue for more than twenty-eight (28) days then either party shall be entitled to terminate this Contract free of penalty or payment of damages.
10.6 The Supplier will be responsible to repair, replace or renew physical damage caused to FirstPort’s property or compensate for personal injury including death to any person to the extent such damage or injury is caused by the Supplier’s negligence, but not otherwise. Provided that the Supplier’s total liability for such personal injury including death shall be unlimited and for the repair, replacement or renewal of physical damage to FirstPort’s property (including damage caused by breach of contract, tort or breach of statutory duty) shall under no circumstances exceed £5,000,000 in respect of each and every claim.

11. INDEMNITY 
11.1 The Supplier shall indemnify FirstPort 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 professional costs and expenses) suffered or incurred by FirstPort arising out of or in connection with:
(a) any claim made against FirstPort for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding FirstPort Materials);
(b) any claim made against FirstPort by a third party arising out of, or in connection with, the supply of the Goods and/or the supply of Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Supplier, its employees, agents or subcontractors; 
(c) any claim made against FirstPort by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables and the supply of Services; and
(d) Any claim made against FirstPort as a result of breaches of Clauses 13, 14 and 15.
11.2 This Clause 11 shall survive termination of the Contract.

12. INSURANCE   
During the term of the Contract and for a period of 5 years thereafter, the 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  in an insured sum of not less than £5,000,000 (five million pounds), and shall, on FirstPort’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. 

13. DATA PROTECTION
The Parties acknowledge their respective obligations under the Data Protection Legislation, and each Party warrants that, to the extent that it is Processing any Personal Data or special category data, it shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data or special category data, and against accidental loss or destruction of, or damage to Personal Data or special category data. 
13.1 In this clause, the terms ‘Personal Data’ and ‘special category data’ shall have the meaning set out in the Data Protection Legislation.
 
14. COMPLIANCE WITH LAWS
14.1 The Supplier shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery, anti-corruption, anti – slavery and human trafficking laws and tax evasion or facilitation thereof including but not limited to the Bribery Act 2010, Modern Slavery act 2015 and the Criminal Finances Act 2017 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
(d) not engage in any activity, practice or conduct which would constitute an offence under sections 45 or 46 of the Criminal Finances Act 2017; 
(e) comply with FirstPort’s Anti-bribery and Anti-corruption, modern slavery Policies and, in each case as FirstPort or the relevant industry body may update them from time to time (Mandatory Policies).
(f) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, Modern Slavery Act 2015 and the Criminal Finances Act 2017, to ensure compliance with the Relevant Requirements, the Mandatory Policies and will enforce them where appropriate;
(g) have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance to this clause;
(h) include in its contracts with its subcontractors and suppliers anti bribery, anti-slavery and human trafficking and avoidance of tax provisions that are at least as onerous as those set out in this clause.
(i) promptly report to FirstPort any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement;
(j) immediately notify FirstPort (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement);
(k) within 6 months of the date of this agreement, and annually thereafter, certify to FirstPort in writing signed by an officer of the Supplier, compliance with this Clause 14 by the Supplier and all persons associated with it under Clause 14.2. The Supplier shall provide such supporting evidence of compliance as FirstPort may reasonably request.
14.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to 1.1 those imposed on the Supplier in this Clause 14 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to FirstPort for any breach by such persons of any of the Relevant Terms.
14.3 Breach of this Clause 14 shall be deemed a material  breach under Clause 17.2.
14.4 For the purpose of this Clause 14, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 14 a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.
 
15. CONFIDENTIALITY  
15.1 Each party undertakes that it shall not at any time for a period of five 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 15.2.
15.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this Clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.  

16. TERMINATION  
16.1 Without affecting any other right or remedy available to it, FirstPort may terminate the Contract:
(a) with immediate effect by giving written notice to the Supplier if:
(i) there is a change of Control of the Supplier; or
(ii) the Supplier’s financial position deteriorates to such an extent that in FirstPort’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(iii) the Supplier commits a breach of Clause 5.3(h);
(b) for convenience by giving the Supplier 1 months’ written notice. 
16.2 Without 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:
(a) 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 14 days after being notified in writing to do so;
the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within (a) the meaning of section 268 of the Insolvency Act 1986;
(b) 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 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 (c) 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;

17. CONSEQUENCES OF TERMINATION  
17.1 On termination of the Contract, the Supplier shall immediately deliver to FirstPort all Deliverables whether or not then complete, and return all FirstPort Materials. If the Supplier fails to do so, then FirstPort 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.
17.2 Termination or expiry of the Contract shall not affect 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.
17.3 Any provision of the Contract 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 it if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.  

19. GENERAL  
19.1 Assignment and other dealings
(a) FirstPort may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
(b) The Supplier shall not assign, transfer, mortgage, charge, subcontract, 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 FirstPort.

19.2 Notices

(a) 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);
(b) A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or 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 fax, at 9.00 am on the next Business Day after transmission.
(c) This clause 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.

19.3 Severance 
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.

19.4 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 breach or default. 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.

19.5 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.6 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.

19.7 Third party rights
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

19.8 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.

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.
 
THE SCHEDULE - MANDATORY POLICIES
The Mandatory Policies are:
 
-FirstPort’s Code of Business Conduct;
-Modern Slavery and Human Trafficking Policy;
-Anti-Bribery and Anti-Corruption Policy;
-Data and Privacy Policy;