Third Party Supplier Terms & Conditions

The Customer's attention is particularly drawn to the provisions of clause 15 (Limitation of liability).

INTERPRETATION

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

DEFINITIONS:

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Commencement Date: has the meaning given in clause 4.3.

Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8.

Contract: the contract between the Supplier and the End-Customer for the supply of Goods and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier, which may be either or both of the End-Customer and ClaraOM.

Deliverables: the deliverables set out in the Order to be supplied to the Customer.

Delivery Location: has the meaning given in clause 6.1.

End-Customer: means the person or entity to whom the Supplier ultimately provides the Goods and/or Services, whether this is ClaraOM acting on behalf of a client, or a customer using the ClaraOM marketplace.

End User License Agreement or “EULA”: means ClaraOM’s EULA as set out at: www.claraom.io/EULA

Force Majeure Event: has the meaning given to it in clause 18.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, including those which are expressly set out in the product description on the ClaraOM or Supplier website or as attached to, or expressly incorporated by reference within, any Order.

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 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.

Order: the Customer's draft order for the supply of Goods and/or Services, as set out in the Order Notification.

Order Notification: means the notice provided by ClaraOM to the Supplier of an offer from an End-Customer to procure Goods or Services pursuant to these Conditions or a Third Party Agreement where applicable.

Services: the services supplied by the Supplier to the End-Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing including as incorporated by reference or otherwise within any Order.

Supplier (or “you”/”your” etc): means you, the business who markets products on our website, as described in the Order.

Supplier Materials: has the meaning given in clause 10.1(h).

Third Party Agreement: means the Supplier’s applicable terms and conditions of supply or service which are expressly stated to apply to a particular service or product in the relevant Goods Specification or Services Specification or other clearly referenced link to your terms and conditions that is set out on our website and brought to the attention of Customers prior to placing an Order.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Warranty: has the meaning given in clause 7.1.

Interpretation:

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

A reference to a party includes its personal representatives, successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes email but not fax.

ABOUT US
1. We (“ClaraOM”) are Clara Office Management Ltd (company number 13075972) (we and us in this agreement) is a company registered in England and Wales and our registered office is at Platform, New Station Street, Leeds, England, LS1 4JB Our VAT number is 373651190
2. We operate the website https://www.claraom.io/.
3. We act as a marketplace in order to connect you with End-Customers. When you provide Goods or Services to End-Customers, those End-Customers enter into a Contract with you. That Contract shall by default incorporate these Conditions to the exclusion of all other terms unless you have included a prominent notice within your advertised product or service description that your own Third Party Agreement applies to that particular Service or Good. If you do have your own terms and conditions (a “Third Party Agreement”) you acknowledge that we are not responsible for performance of any Contract by an End-Customer and we do not enter into Third Party Agreements with you or on their behalf. Any Third Party Agreement is a contract between you and the relevant End-Customer.
4. We only enter into a Contract with you subject to these Conditions where there is no applicable Third Party Agreement that applies to your Order and in that instance you agree that we may enforce any relevant Contractual rights on behalf of any End-Customer where we determine, in our sole discretion, that it is in our interest to pursue such rights as against you.
5. You acknowledge and agree that our reputation as a marketplace depends upon the predictable and reliable performance of third party suppliers such as yourself and that it is therefore reasonable of us to enforce such rights against you where we see fit.
6. Notwithstanding any other statement set out in these Conditions, ClaraOM does not guarantee any End-Customer obligation, this means that your rights under any Contract as against an End-Customer are only enforceable against that End-Customer and ClaraOM shall not be liable to you for the performance of any obligation of an End-Customer either as set out in these Conditions or as forming part of any Contract and we shall not under any circumstances be obliged to offer you any assistance in exercising your rights as a Supplier under that Contract.
7. Contacting us. To contact us telephone our customer service team at 0203 920 9192 or email us at: info@claraom.io.
8. How to give us formal notice of any matter under the Contract is set out in clause 19.2.
THE CLARAOM PLATFORM
1. By signing these Conditions, or otherwise agreeing to them, the Supplier is entering into a contractual relationship with CLaraOM subject to these Conditions and the End User License Agreement. ClaraOM shall supply access to ClaraOM’s platform in consideration of the Supplier paying commission to ClaraOM or ClaraOM charging a service fee expressed as a percentage of the value of a Contract or a fixed cost to be agreed between the Supplier and ClaraOM from time to time.
2. ClaraOM makes no warranty or representation over and above those set out in its End User License Agreement regarding the Suppliers use and access to the Platform and does not guarantee any volume of sales or number of Contracts that the Supplier may acquire as a result of ClaraOM’s platform.
3. The ClaraOM Platform is provided on an “as-is” and “as-available” basis and the Supplier acknowledges that ClaraOM does not make any guarantee as to the uptime or availability of its platform or the number of End-Customers that the Supplier may be connected to.
4. ClaraOM excludes all implied terms, conditions, warranties and any other legal remedies that the Supplier might otherwise have in law regarding the Supplier’s use of ClaraOM’s platform.
BASIS OF CONTRACTS WITH END-CUSTOMERS
1. End-Customers will request the supply of Goods or Services that you have advertised on the ClaraOM website by submitting Orders to us. When we receive those Orders we will provide an acknowledgement of the Order to the End-Customer and shortly afterwards we will send that Order to you for your approval and acceptance or rejection.
2. Please follow the relevant order process prompts on our website, or in any app we provide, or contact us directly via email or by phone to accept an order. The Order constitutes an offer by the End-Customer, to purchase Goods or Services in accordance with these Conditions or any applicable Third Party Agreement from you, the Supplier.
3. Our order process allows you to check and amend any errors in an Order before accepting it. Please check the Order and the description of the Goods or Services, and the link to any Third Party Agreement, you have put forward carefully before confirming any part of it. You are responsible for ensuring that the Order and any specification or list of requirements submitted by the End-Customer is complete and accurate for your purposes before you accept that Order.
4. After you accept an order, you will receive an email from us acknowledging that we have received your acceptance of the Order and we will communicate your acceptance of the Order to the End-Customer on your behalf unless otherwise agreed with you (an “Order Confirmation”). The Order shall be deemed to be accepted when you, the Supplier, issues written acceptance of the Order and we have sent an Order Confirmation to the applicable End-Customer at which point and on which date the Contract shall come into existence (Commencement Date).
5. If an End-Customer notifies us that they have withdrawn their offer prior to our Order Confirmation being sent to them then the Contract shall not come into existence. We will inform you promptly after we receive any such withdrawal and you should not process any Order until we have informed you that our Order Confirmation has been sent to the End-Customer.
6. Except to the extent that you make your Third Party Agreement prominent and properly bring it to the attention of the End-Customer before they place any Order, and where you do not have your own terms and conditions at all, these Conditions shall apply to the Contract to the exclusion of any other terms that you or the End-Customerseeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Conditions.
7. Any request for quotation we send to you, or other price that you set out on the website, shall not constitute an offer by you, and is subject to an Order Confirmation being issued before a Contract is formed.
8. All of these Conditions shall apply to the supply of both Goods and Services that you supply to any End-Customer except where a Third Party Agreement applies instead or where application to one or the other of a particular Good or Service is specified.
9. You the Supplier hereby waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the End-Customer that is inconsistent with these Conditions.
10. Where the Customer places an Order which is stated to be provided by a Third Party Supplier subject to a Third Party Agreement, the terms applicable to that part of the Order regarding the Goods or Services provided by that Third Party Supplier shall apply to that part of the Customer’s Order. If your Third Party Agreement does not cover all of those Goods and Services then the part of the Order that your Third Party Agreement does not cover shall instead fall under and be supplied pursuant to these Conditions. We make no warranty or representation regarding the suitability of these Conditions for all or any of your Goods and Services and each Supplier should make its own determination of the suitability of such terms and offering before it markets any Goods or Services on the ClaraOM website or otherwise accepts any Order (or part thereof) pursuant to these Conditions.
11. The Conditions that we make available to you are not suitable for Consumer goods or services and if you are aware that your goods or services are commonly supplied to Consumers then you are responsible for ensuring that all Consumer rights are adequately dealt with and respected. We will not be liable to you for any loss or damage you suffer as a result of any End-Customer being deemed to be a Consumer under any theory of law anywhere in the world and you shall indemnify ClaraOM for any and all losses suffered or threatened arising out of any application of all such consumer rights to the extent that such rights override the terms of the relevant Conditions or Third Party Agreement notwithstanding any limitation or exclusion of liability set out in these Conditions or any Third Party Agreement.
GOODS
1. The Goods are described in the Supplier's catalogue or portfolio it makes available online or in writing from time to time as modified by any applicable Goods Specification.
2. To the extent that any Goods are to be manufactured or customised in accordance with a Goods Specification supplied by the End-Customer, we will require in the Contract with the End-Customer that the End-Customer shall indemnify you, the Supplier, against all liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any claim made against you for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your use of the Goods Specification. This clause 5.2 shall survive termination of the Contract.
3. You shall be required at all material times, as the Supplier, to promptly amend the Goods Specification if required by any applicable statutory or regulatory requirement in force and as amended from time to time, and you must notify us and any End-Customer impacted by such change in any such event.
DELIVERY OF GOODS
1. You may have your own delivery requirements according to the applicable Third Party Agreement where you have legally incorporated those terms as applying to your Order. Where Third Party Agreements apply, this clause 6 will not apply unless and to the extent that such matters are not dealt with as part of that Third Party Agreement.
2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) within the timeframes agreed with the End-Customer including in the Order.
3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4. If the Supplier fails to deliver the Goods, it shall be liabile for the costs and expenses incurred by ClaraOM and/or the End-Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Under these circumstances ClaraOM may enforce the applicable terms of the Contract on its own behalf and that of the impacted End-Customers. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the End-Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. If the End-Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the End-Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods, subject to the Supplier having given the End-Customer advance notice of the consequences of the same:
  1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the End-Customer that the Goods were ready; and
  2. the Supplier shall store the Goods until actual delivery takes place, and may charge the End-Customer for all related costs and expenses (including insurance).
6. If ten Business Days after the day on which the Supplier notified the End-Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the End-Customer for any excess over the price of the Goods or charge the End-Customer for any shortfall below the price of the Goods.
QUALITY OF GOODS
1. Any applicable warranty terms and warranty period offered by the Supplier must be expressly set out in the relevant Goods Specification (Warranty), and except as stated to the contrary in any applicable Third Party Agreement the Supplier warrants and represents to both ClaraOM and the End-Customer that the Goods shall at the time of delivery:
  1. conform in all material respects with their description and any applicable Goods Specification;
  2. be free from material defects in design, material and workmanship; and
2. Subject to clause 7.3, if:
  1. ClaraOM or the End-Customer gives notice in writing to the Supplier, while still under Warranty, within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
  2. the Supplier is given a reasonable opportunity of examining such Goods; and
  3. the End-Customer (if asked to do so by the Supplier or ClaraOM) returns such Goods to the Supplier's place of business at the Supplier's cost (unless stated in the Order to be at the cost of the Customer),

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 if:
1. Any Third Party Agreement applies instead of these Conditions;
2. the End-Customer makes any further use of such Goods after giving a notice in accordance with clause 7.2;
3. the defect arises because the End-Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
4. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer, except as included within any Goods Specification;
5. the End-Customer or ClaraOM alters or repairs such Goods without the written consent of the Supplier;
6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
7. the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 7, the Supplier shall have no liability to the End-Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

TITLE AND RISK
1. The risk in the Goods shall pass to the End-Customer on completion of delivery.
2. Title to the Goods shall not pass to the End-Customer until the earlier of:
  1. the Supplier or ClaraOM receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the End-Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
  2. ClaraOM or the End-Customer resells the Goods, in which case title to the Goods shall pass to the new End-Customer at the time specified in clause 8.4.
3. Until title to the Goods has passed to the End-Customer, ClaraOM shall require in its Conditions in place with the End-Customer that the End-Customer shall:
  1. store the Goods separately from all other goods held by the End-Customer so that they remain readily identifiable as the Supplier's property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
  4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(d); and
  5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
    1. the Goods; and
    2. the ongoing financial position of the End-Customer.
4. Subject to clause 8.5, ClaraOM or the End-Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if ClaraOM or the Customer resells the Goods before that time:
  1. it does so as principal and not as the Supplier's agent; and
  2. title to the Goods shall pass from the Supplier to the Customer (or to ClaraOM where applicable) immediately before the time at which such resale occurs.
5. At any time before title to the Goods passes to the End-Customer, the Supplier may:
  1. by notice in writing, terminate the Customer's or ClaraOM’s right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and
  2. require the End-Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product.
SUPPLY OF SERVICES
1. These Conditions shall apply where the Supplier provides any Services in relation to which the End-Customer has not been advised or notified by the Supplier that any Third Party Agreement applies in their place. If a Third Party Agreement is referenced as applying to any Services advertised on the Supplier’s or ClaraOM’s website or elsewhere in any applicable brochure or catalogue, then the terms of that Third Party Agreement shall apply as between the End-Customer and the relevant Supplier in relation to that particular Service.
2. The Supplier shall supply the Services to the End-Customer in accordance with the Service Specification in all material respects.
3. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services unless the Supplier has expressly agreed (a) specific date(s) with a particular Customer.
4. You shall be required at all material times, as the Supplier, to promptly amend the Services Specification if required by any applicable statutory or regulatory requirement in force and as amended from time to time, and you must notify us and any End-Customer impacted by such change in any such event without any delay.
5. The Supplier warrants to the End-Customer that the Services will be provided using reasonable care and skill.
6. All other implied terms, warranties or conditions relating to the Supplier’s Services are hereby expressly incorporated into each and every Order unless expressly excluded in the applicable Services Specification.
END-CUSTOMER'S OBLIGATIONS
1. ClaraOM shall provide for the following terms in any Contract with the End-Customer so that the End-Customer shall be required to:
  1. ensure that the terms of the Order and any information it provides in the Service Specification and/or the Goods Specification are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, and their employees, agents, consultants and subcontractors, with access to the End-Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
  4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. prepare the End-Customer's premises for the supply of the Services;
  6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  7. comply with all applicable laws, including health and safety laws including but not limited to the Occupiers Liability Act 1957;
  8. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the End-Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
  9. comply with any additional obligations as set out in the Service Specification and the Goods Specification.
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 End-Customer or failure by the End-Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the End-Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the End-Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 10.2; and
  3. the End-Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
CHARGES AND PAYMENT
1. The price for Goods:
  1. shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price as appearing on ClaraOM’s website or other catalogues as at the date of delivery; and
  2. shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall only be invoiced to the End-Customer if specified in the relevant Product Specification or Goods Specification in advance of the Customer’s Order.
2. The charges for Services shall be calculated on a time and materials basis unless expressly stated to the contrary in an Order:
  1. the charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in its current price list at the date of the Contract displayed on ClaraOM’s website or as expressly set out in the Order;
  2. the Supplier's daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
  3. the Supplier shall not be entitled to charge the End-Customer for any expenses without the End-Customers express prior written consent in each case and then only to the extent reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
3. The Supplier reserves the right to:
  1. increase the price of Goods or increase the charges for Services, by giving notice to the End-Customer at any time before the relevant Contract Commencement Date, to reflect any increase in the cost of the Goods to the Supplier that is due to:
    1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    2. any request by the End-Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Goods Specification or Services Specification; or
    3. any delay caused by any instructions of the End-Customer in respect of the Goods or Services or failure of the End-Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.
4. This clause 11.4 shall apply unless, and only to the extent that, an Order expressly states another time for payment of invoices relating to Goods or to Services. In respect of Goods, the Supplier shall invoice the End-Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services monthly in arrears.
5. The End-Customer shall pay each invoice submitted by the Supplier:
  1. within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the End-Customer; and
  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.

All amounts payable by the End-Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the End-Customer, the End-Customer 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 or Goods at the same time as payment is due for the supply of the Services or Goods.
If the End-Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 16, the End-Customer 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 11.7 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%.
All amounts due under the Contract (including but not limited to all Orders placed under it) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in or arising out of or in connection with the Services or Goods (other than Intellectual Property Rights in any materials provided by the End-Customer) shall be owned by the Supplier or their licensors.
2. The Supplier grants to the End-Customer, or shall procure the direct grant to the End-Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the End-Customer) for the purpose of receiving and using the Services and the Deliverables in its business. Where Services or Deliverables are provided by a Third Party arranged by , the Supplier, the Supplier shall ensure that these same terms apply (as set out in this Clause 12) to all Services and Deliverables in order to ensure that the End-Customer .
DATA PROTECTION
1. The following definitions apply in this clause 13:
  1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
  2. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
  3. Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the aation.
3. The parties acknowledge that for the purposes of the Data Protection Legislation, the End-Customer is the Controller and the Supplier is the Processor. ClaraOM only shares the personal contact information of End-Customers with the Supplier for the sole and limited purpose of contacting End-Customers to arrange, manage and provide Goods and Services pursuant to a Contract and for the End-Customer to arrange, manage and receive such things under a Contract (the “Contract Purposes”). The Supplier shall ensure that it has a suitable Privacy Policy in place which sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject. If these instructions differ from the processing intended to be carried out by the Supplier, the Supplier should notify and agree the same with each End-Customer and shall amend such instructions and notify the End-Customer of the same promptly without undue delay.
4. Without prejudice to the generality of clause 13.2, ClaraOM will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration required for the Contract Purposes.
5. Without prejudice to the generality of clause 13.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
  1. process that Personal Data only on the documented written instructions of the End-Customer which are set out in the Standard Processing Instructions within the Supplier’s Privacy Policy unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the End-Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the End-Customer;
  2. ensure that it has in place appropriate technical and organisational measures, capable of being reviewed and approved by the End-Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the UK unless the prior written consent of the End-Customer has been obtained and the following conditions are fulfilled:
    1. the End-Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
    2. the Data Subject has enforceable rights and effective legal remedies;
    3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. the Supplier complies with reasonable instructions notified to it in advance by the End-Customer with respect to the processing of the Personal Data;
  5. assist the End-Customer, at the Supplier’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the End-Customer, and ClaraOM, without undue delay on becoming aware of a Personal Data Breach;
  7. at the written direction of the End-Customer, or ClaraOM, delete or return Personal Data and copies thereof to the End-Customer, or ClaraOM where applicable, on termination of the Contract unless required by Domestic Law to store the Personal Data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 13.
6. As between the End-Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it as regards their processing of personal data.
CONFIDENTIALITY
1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 14.2.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
LIMITATION OF LIABILITY
1. The Supplier must acquire insurance cover in respect of its own legal liability for individual claims with a limit of no less than £1,000,000 per claim or, if greater, the minimum amount of insurance cover that is either strictly legally required in the Supplier’s industry or is recommended generally as a matter of best practice in that industry. The Supplier acknowledges and accepts that ClaraOM does not insure third party Suppliers such as the Supplier..
2. The restrictions on liability in this clause 15 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
  4. defective products under the Consumer Protection Act 1987 (to the extent that the End-Customer is a consumer and not a business).
5. Subject to clause 15.4, the Supplier's total liability to the End-Customer shall be at least equivalent the total amount of Fees or Charges paid relating to the affected Service or Good to which any particular claim relates. Where the Supplier’s liability relates to a Service, its liability must at least cover the Charges paid for that Service during the immediately preceding 12 months prior to such claim. Where the Supplier’s liability relates to Goods, that liability to the End-Customer shall be as a minimum the fees paid for the particular Goods which are the subject of the claim.
6. ClaraOM’s liability under these Conditions shall be limited to the greater of either the amount of fees paid by the Supplier to ClaraOM during the 12 months preceding a claim, or ten pounds (£10 GBP).
7. No amounts awarded or agreed to be paid under any refund or settlement shall be deducted from the minimum liability required by these Conditions or in any Contract. .
8. This clause 15.8 sets out specific heads of excluded loss and exceptions from them:
  1. Subject to clause 15.3 and clause 15.4, clause 15.8(c) identifies the kinds of loss that are not excluded. Subject to that, clause 15.8(b) excludes specified types of loss
  2. The following types of loss are wholly excluded and for the avoidance of any doubt ClaraOM shall not be liable for any:
    1. loss of profits;
    2. loss of sales or business;
    3. loss of agreements or contracts;
    4. loss of anticipated savings;
    5. loss of use or corruption of software, data or information;
    6. loss of or damage to goodwill; and
    7. indirect or consequential loss.
  3. The following types of loss and specific loss are not and shall not be excluded:
    1. sums paid by the End-Customer to the Supplier pursuant to a Contract, in respect of any Goods or Services not provided in accordance with the Contract;
    2. wasted expenditure;
    3. additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials;
9. This clause 15 shall survive termination of the Contract.
TERMINATION
1. Without affecting any other right or remedy available to it, either the Supplier or an End-Customer may terminate a Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
  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; or
  4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

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Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the End-Customer if the End-Customer fails to pay any amount due under the Contract on the due date for payment
Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract if the End-Customer fails to pay any amount due under the Contract on the due date for payment, the End-Customer becomes subject to any of the events listed in clause 16.1(b) to clause 16.1(d), or the Supplier reasonably believes that the End-Customer is about to become subject to any of them.
Without affecting any other right or remedy available to it, ClaraOM may suspend the Supplier’s access to the ClaraOM website, including the removal or restriction of specific Goods or Services advertised by the Supplier on ClaraOM’s platforms, as existing from time to time, or ClaraOM may terminate these Conditions or any other contractual relationship between CLaraOM and the Supplier, if ClaraOM reasonably considers that the Supplier is in breach of any warranty, term or condition of these Conditions or where ClaraOM has cause to believe that the Supplier is not able to properly perform or fulfil Contracts with End-Customers.

CONSEQUENCES OF TERMINATION
1. On termination of the Contract:
  1. the End-Customer shall be required to immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the End-Customer immediately on receipt;
  2. the End-Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for.
2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.
3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
4. On termination of these Conditions:
  1. The Supplier shall not be permitted to enter into any new Contracts;
  2. The Supplier may be replaced under existing Contracts by other suppliers provided by ClaraOM to End-Customers; or
  3. The Supplier may be required to fulfil and complete all existing Contracts it has already agreed to; and
  4. The Supplier shall delete or irretrievably destroy all personal data processed by it pursuant to these Conditions and any Contract and shall not make any attempt to contact End-Customers unless and to the limited extent it is legally permitted to do so on the basis of its own privacy policy and other Domestic Law and Data Protection Legislation requirements existing from time to time.
FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate the Contract by giving 20 days' written notice to the affected party.

GENERAL
1. Assignment and other dealings
  1. The Supplier may not 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 a Contract or these Conditions without the prior written consent of ClaraOM and the relevant End-Customer.
  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 these Conditions without the prior written consent of ClaraOM.
2. Notices.
  1. Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
    1. 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
    2. sent by email to the following addresses (or an address substituted in writing by the party to be served):

ClaraOM:info@claraom.io

Supplier: To the email address associated with the applicable Order.

Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. 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; or
3. 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.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions. If any provision or part provision of these Conditions is deemed deleted under this clause 19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
Waiver.
1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Nothing in these Conditions 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 except to the limited extent expressly set forth herein and as required to provide both the Supplier and End-Customers with the certainty of forming Contracts pursuant to these Conditions.
Entire agreement.
1. These Conditions constitute the entire agreement between the Supplier and ClaraOM.
2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
Third party rights.
1. Unless it expressly states otherwise, and except as regards any applicable End-Customer identified by ClaraOM from time to time, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.
2. The rights of the parties to rescind or vary these Conditions are not subject to the consent of any other person.
Except as set out in these Conditions, no variation of these Conditions shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
These Conditions 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.
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 these Conditions or their subject matter or formation.

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