HC-One Ltd's Terms & Conditions: Goods & Services Supply Definitions & Interpretation, Lecture notes of Business

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Page 1 of 11 HC-ONE LIMITED GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES DEFINITIONS AND INTERPRETATION 1.1.1 In these Conditions, save where the context requires otherwise, the following terms and expressions shall have the meanings given to them below: 1.1.2 “Acceptance” shall have the meaning ascribed to it in clause 9.3; 1.1.3 “Affiliate” means in relation to either Party any body corporate which is a holding company of that Party, a subsidiary of that Party or a subsidiary of a holding company of that Party (“Subsidiary” and “Holding Company” having the meanings given in section 1159 of the Companies Act 2006) and in relation to the Client includes in relation to the Client includes Meridian Healthcare Limited (company registration number: 1952719), HC-One Beamish Limited (company registration number: 05217764), HC-One Oval Limited (company registration: 10257888) and RV Care Homes Limited (company registration: 07417290); 1.1.4 “Client Party” means any of HC One's agents, suppliers, contractors and sub-contractors of any tier, any HC One Affiliate, any owner or landlord of Premises, and in relation to each of the above its or their directors, officers and employees, and residents at any Premises, but excluding the Supplier and any Supplier Party and "Client Parties" shall be construed accordingly; 1.1.5 “Conditions” means these conditions; 1.1.6 “Confidential Information” means : a) all information, materials or documents (in whatever form or medium and including information disclosed orally or obtained by observation, and whether disclosed on, before, or after the date of the Contract), including HC One Data, which concern HC One, its employees, business, operations and procedures, Premises, know how, products and services, finances, suppliers, licensors or licensees, actual or potential customers or those of any of its Affiliates or any other Client Party, and all other information provided by HC One which is designated as confidential expressly or by the circumstances in which it is provided; and b) all notes, memoranda, analyses, compilations, studies, reports, and other documents or information prepared by the Supplier or and Supplier Personnel, in whatever form or medium, containing, embodying or generated from the information referred to in a) above 1.1.7 “Contract” means the contract between HC One and the Supplier consisting of: (i) the Order as accepted by HC One; and (ii) these Conditions; 1.1.8 “Delivery” means delivery of the Supply to the address notified to the Supplier by HC One and in relation to Goods shall include load off and stacking. And “Deliver” and “Delivered” shall be construed accordingly; 1.1.9 “Delivery Date” has the meaning ascribed to it in clause 4.1 below; 1.1.10 “Effective Date” means the date specified as such in the Order; 1.1.11 “Employment Regulations” means the Acquired Rights Directive 77/187 EC, as amended by the Acquired Rights Directive (90/50/EC) and consolidated by the Acquired Rights Directive 2001/23/EC (as it may be further amended, re-enacted or extended or consolidated from time to time) including but not limited to the Transfer of Undertakings (Protection of Employment) Regulations 2006 and such legislation in any jurisdiction dealing with the transfer by operation of law of the employment of employees from one employer to another; 1.1.12 “Equipment” means any Supplier Party provided equipment, plant, vehicles, machinery, scaffolding, apparatus, tools, hardware and computer programs, or materials, used at any time in the performance of the Supplier’s obligations under the Contract ; 1.1.13 "Future Service Provider" means a service provider who shall provide to HC One any service or goods in substitution for or equivalent to the Services and/or Goods after the termination of the relevant Contract; 1.1.14 “Goods” means any goods, products, equipment, consumables, parts or materials to be supplied by the Supplier in accordance with the terms of the Contract; 1.1.15 “HC One” means HC One Limited, a company registered in England (company registration number: 07712656) whose registered office is at Southgate House, Archer Street, Darlington, County Durham DL3 6AH; 1.1.16 “HC One Data” means (i) data (including HC One Personal data), information, statistics, reports, manuals or other material provided to the Supplier at any time by or on behalf of HC One or any Client Party, or created or generated by the Supplier in the provision of the Supply; and (ii) any data, information, statistics, reports, manuals or other material created or derived from any part of (i) above; 1.1.17 “HC One Personal Data” means any Personal Data that is provided to the Supplier by HC One or any Client Party or created or processed by the Supplier or any Supplier Party in the course of providing the Services or Goods or performing its other obligations under this Contract, other than Personal Data about employees of the Supplier or any Supplier Party; 1.1.18 “HC One Policies” means the policies, guidance and procedures of HC One, notified to the Supplier from time to time including those relating to:  Data and IT security ;  health and safety ;  engagement and control of subcontractors  security and conduct on Premises;  environmental issues;  Staff Vetting Procedure; Page 2 of 11 1.1.19 “Insolvency Event” in relation to a person means that any of the following steps, events or actions have occurred or been taken in respect of it: a) an order has been made or petition presented or resolution passed for its liquidation or winding up, or for an administration order, or an administrator, receiver, administrative receiver or manager or similar officer has been appointed by any person over it or its business or assets or any part thereof, or a meeting of its creditors has been called with a view to proposing or making any assignment arrangement or composition with or for the benefit of its creditors generally or any class or group thereof, or it ceases or threatens to cease to trade; or b) any analogous event to those described in a) above has taken place or occurred in respect of it in any jurisdiction in which it is resident or carries on business; 1.1.20 “Intellectual Property Rights” means any of these rights, namely: (i) patents, trade marks and logos, rights in designs, get-up, trade, business or domain names, copyrights including rights in computer software and databases (including database rights) and topography rights, in each case whether registered or not and where these rights can be registered, any application to register or rights to apply for registration of any of them, and where applicable any goodwill therein; and (ii) rights in inventions, know how, trade secrets and other confidential information; and (iii) any other intellectual property or similar proprietary rights which may exist at any time in any part of the world; 1.1.21 “Order” means HC One’s formal order documentation (including any special conditions, schedules and appendices), duly authorised by HC One, incorporating these Conditions and any documents and special conditions attached to or referenced in such formal order documentation; 1.1.22 “Personal Data” has the meaning ascribed to it in the Data Protection Act 1998; 1.1.23 “Premises” has the meaning ascribed to it in clause 4.4; 1.1.24 “Services” means any services to be supplied by the Supplier in accordance with the terms of the Contract; 1.1.25 “Service Levels” means the required timescales, levels and standards of service and/or performance as set out in the Order, which the Supplier is required to comply with in providing the Supply or any part of it; 1.1.26 “Supplier” means the person who is the named recipient of the Order and shall include the named recipient’s personal representatives, successors and permitted assigns; 1.1.27 “Supplier Party” means the Supplier’s Affiliates, agents and contractors and its or their sub-contractors of any tier (including the Sub-contractors) and suppliers in relation to the Supply, and its or their directors, officers, and employees and "Supplier Parties" shall be construed accordingly; 1.1.28 “Supplier Personnel” means all employees, staff, other workers, agents and consultants of Supplier or any Supplier Party engaged from time to time in the provision of the Supply; 1.1.29 “Supply” means all activities that the Supplier is contractually obliged to complete in fulfilment of the Contract, including any Order; 1.1.30 “Term” means the term of the Contract as specified in the Order and any extension made pursuant to an Order, or if shorter (or if no term is specified in the Order) the period from the Effective Date until the Contract is terminated in accordance with its terms; and 1.1.31 “Warranty Period” has the meaning ascribed to it in clause 11.2. 1.2 All references to a statute or statutory provision shall be construed as including references to: 1.2.1 any statutory modification, consolidation, amendment or re-enactment (whether before or after the date of the Contract) of it for the time being in force; 1.2.2 all statutory instruments or orders made pursuant to it; and 1.2.3 any statute or statutory provision(s) of which it is a consolidation, re-enactment or modification. 1.3 Except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists). References to “months” are to calendar months unless otherwise stated. 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. 1.4 The headings in this document are inserted for convenience only and shall not affect its construction or interpretation. 1.5 The schedules and appendices to any Order are an integral part of the Contract and reference to the Contract includes reference to the same. To the extent only of any conflict or inconsistency between the documents comprising the Contract the order of precedence will be as follows : 1.5.1 the provisions of the Order (including any special conditions); 1.5.2 the Conditions; 1.5.3 the provisions of any other documents (or part of them) notified in writing by HC One to the Supplier. 1.6 Any obligation on any party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted to be done. 2. OFFER AND ACCEPTANCE 2.1 Each Order constitutes an offer by HC One to purchase the Supply from the Supplier, which shall be deemed to have been accepted on the Supplier either confirming its acceptance in writing duly signed by or on behalf of the Supplier or the Supplier providing, or beginning to provide, all or part of the Supply, whereupon the Contract shall be formed. Unless otherwise notified by HC One in writing any such offer shall lapse unless it is so accepted within 7 days after the date of such offer. Each Contract constitutes a separate legal agreement. Services and/or Goods may only be supplied pursuant to Orders for the Page 5 of 11 8.1 “Force Majeure Event” means any event or occurrence which is outside the reasonable control of the party concerned and which is not attributable to any act or failure to take reasonable preventative actions by that party (or, where Supplier wishes to claim the benefit of this clause, any Supplier Party), including act of God, fire, flood, violent storm, war, revolution or acts of terrorism, but excluding as regards the Supplier: 8.1.1 the failure of any Supplier Party to perform its obligations under any sub-contract or contract; or 8.1.2 the failure of supplies of power or other goods and service; 8.1.3 strikes, lockouts or other industrial action affecting any Supplier Personnel. 8.2 Subject to clause 8.3, the party claiming relief shall be relieved from liability under the Contract to the extent that by reason of the Force Majeure Event it is not able to perform all or a material part of its obligations under the Contract. 8.3 Where a party is affected by a Force Majeure Event, it shall take all reasonable steps to mitigate the consequences of such an event and resume performance of those obligations affected by the Force Majeure Event as soon as practicable. 8.4 Neither party shall be entitled to rely upon the relief afforded to it pursuant to clause 8.2 to the extent that it is not able to perform its obligations under the Contract because of its failure to comply with clause 8.3. The Supplier shall maintain appropriate business continuity plans, satisfactory to HC One, to ensure continued availability of supply and the Supplier will not have a right to relief under this clause 8 if it fails to implement the procedures (if any) relevant to the Force Majeure Event under such business continuity plan. 8.5 The party claiming relief shall serve written notice on the other party promptly upon it becoming aware of the relevant Force Majeure Event. Such notice shall contain details of the effect of the Force Majeure Event, the action being taken to mitigate the event, the date of occurrence of the Force Majeure Event and an estimate of the period of time required to overcome it. 8.6 HC One shall not be obliged to pay for any part of the Supply not delivered by the Supplier in accordance with the Contract, whether as a result of any Force Majeure Event or otherwise for any reason. 8.7 The party claiming relief shall notify the other as soon as the Force Majeure Event has ceased, indicating when performance of the affected obligations will be resumed. If the Supplier is affected by a Force Majeure Event which prevents or is likely to prevent it from supplying any part of the Supply by the required Delivery Date or provision of the same, HC One may, at its discretion, by notice to the Supplier terminate all or part of the Contract. 9. TITLE, RISK AND ACCEPTANCE 9.1 Without prejudice to any of the rights or remedies of HC One (including those under clause 6): 9.1.1 title to the Goods shall pass to HC One upon Delivery of the Goods, unless payment for the Goods is made before Delivery, in which case title shall pass to HC One once full payment has been made; and 9.1.2 risk in the Goods shall only pass to HC One upon Acceptance of the Goods in accordance with these Conditions, despite any earlier passing of title to the Goods. 9.2 The Supplier shall accept full risk in and responsibility for any property of any Client Party which the Supplier removes from the Premises in performing the Contract. 9.3 HC One shall not be deemed to have accepted: 9.3.1 Goods until it has notified the Supplier of its acceptance or has had a reasonable period of time to inspect them following Delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent and has failed to notify of any defect during either such period; or 9.3.2 any part of the Services until it has notified the Supplier of its acceptance, or had a reasonable period of time from the date on which the Supplier notifies HC One that it has completed the provision of the same to inspect or test the same and has failed to notify of any defect during such period. In each case ‘Acceptance’. 10. ORDER PRICE AND INVOICING 10.1 All pricing shall be fixed and firm (non-revisable) for the Term of the Order. Unless otherwise specifically agreed by HC One all fees and charges shall be invoiced and payable in £ sterling. No invoices will be accepted, or payments made, in excess of the Order price without HC One’s prior written agreement. All prices shall exclude VAT, but shall be inclusive of all other taxes, duties, costs and charges (including charges for packaging, insurance and delivery to the nominated receiving address). 10.2 Invoices shall be in such format as HC One may require and may be rendered only after the Supply has been correctly Delivered in accordance with the Contract, including clause 4. All invoices must state the relevant Order number clearly – failure to do so will result in the invoice being returned. If the Supplier is VAT-registered, all invoices must also be valid VAT invoices. 10.3 HC One shall make payment, provided the Supply complies with the Contract, 30 days after the end of the month in which the invoice is dated and after receipt of a valid and accurate invoice. Any such invoices as may be paid by HC One shall not be deemed to have been accepted by HC One as valid or accurate. 10.4 If the Supplier’s invoice is or appears to be in error and has to be investigated, the date of receipt and consequently the date by which payment is due will be measured from the date on which such queries are satisfactorily resolved by both parties or, if applicable, the date on which a re-submitted correct invoice is received. HC One reserves (without prejudice to any other rights or remedies it may have) the Page 6 of 11 right not to pay any invoice which is not submitted in accordance with this clause 10, or which HC One believes to be incorrect and/or to withhold payment of any amount charged for Goods or Services in respect of which HC One has a dispute in good faith. HC One shall be entitled to set off against any amount that would otherwise be payable to the Supplier any amounts payable by the Supplier to HC One on any account under or in connection with the Contract. 10.5 Should any sums be outstanding (including any sums withheld pursuant to clause 10.4, the Supplier is not entitled to suspend deliveries of the Supply. No payment shall be made for rejected goods. 11. QUALITY STANDARDS 11.1 The Supplier warrants, and undertakes that every part of the Supply shall: 11.1.1 be of satisfactory quality, design, material and workmanship. All Goods used in the Supply must be of good quality and within any recommended use by dates , not harmful or a risk to health, and spares and parts must (unless otherwise authorised by HC One) be original equipment manufacturer (OEM) as specified or recommended by the manufacturer of the equipment, product, or materials to which they are to be applied/affixed; 11.1.2 be fit for any purpose held out by the Supplier or made known to the Supplier at the time in writing (including, for these purposes, by email) when the Order is placed and in accordance with any sample approved by HC One; 11.1.3 be free from defects in design, materials or workmanship; 11.1.4 not contain anything that is offensive or harmful, or which would bring, or be likely to bring, HC One, any Client Party or any of HC One’s care homes or business into disrepute; 11.1.5 without limitation conform with and fulfil in all respects: 11.1.5.1 the Order, including any specifications contained in the Order; 11.1.5.2 any variation of the Order agreed in writing by the parties; 11.1.5.3 the requirements of any relevant UK or EU or other statute, order, regulation, directive, standard, code of practice or bye-law from time to time in force which is relevant to the Supply; and 11.1.5.4 any recommendation or representation made by the Supplier; 11.1.6 at all times meet or exceed the Service Levels in relation to the Supply. The Supplier recognises that the consequence of its failure to meet Service Levels may not be possible to precisely determine. Accordingly, notwithstanding any other provision of the Contract, any rebates, refunds, credits or other amounts specified in the Order as payable in respect of Service Level failure, shall not be deemed or construed to be a penalty or to be liquidated damages, or a sole and exclusive remedy and shall not limit HC One’s other rights under the Contract, including, without limitation, of termination of the Contract and/or rights to damages; 11.1.7 comply with and be provide in a manner which is consistent with the HC One Policies; and 11.1.8 be provided to HC One’s satisfaction in a proper and efficient manner by appropriately qualified, trained and experienced personnel under proper management and supervision, with all due care, skill and diligence, and in accordance with highest industry practice. 11.2 The warranties and undertakings under clause 11.1.1 to 11.1.5 (inclusive),11.1.7, 11.3.1 and 11.3.2, and 11.4 shall continue to apply for a minimum period of 36 months from Acceptance (or, if a different period is specified in the Order, for that period)(the ‘Warranty Period’). 11.3 The Supplier shall ensure that all Goods and related packaging: 11.3.1 shall conform with the relevant specifications of the British Standards Institution applicable to them current at the date of supply, and shall be obtained from reputable suppliers or manufacturers. The Supplier shall notify HC One as far in advance as is practicable if any Goods are or are likely to cease to be readily available to HC One on reasonable commercial terms, and shall ensure that all reasonable steps are taken to ensure continued availability, including the maintenance of appropriate levels of stock; 11.3.2 shall be of the best quality, undamaged, free from tampering or interference, infestation or contamination, fit for consumption (where applicable), and shall conform in all respects with the Order, all relevant health and safety and other standards, specifications and conditions; 11.3.3 are stored, distributed and delivered in accordance with the Contract and all applicable laws. HC One will, without prejudice to any other right or remedy, be entitled at its discretion to reject and or suspend (in each case in whole or in part) the Supply at any point in response to quality, safety or legal issues (including a breach of clause 19 (Health and Safety); 11.3.4 shall be free from any lien, charge, claim title, interest or other encumbrance. 11.4 HC One’s rights under the Contract are in addition to the statutory provisions implied in favour of HC One by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982. 11.5 The Supplier shall permit at the request of HC One a duly authorised representative of HC One to enter and inspect its premises and facilities to ensure that appropriate quality standards are met and that the Supplier is otherwise complying with the Contract. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Supply and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Contract. 12. INTELLECTUAL PROPERTY RIGHTS 12.1 Intellectual Property Rights in any guidance, specifications, instructions, toolkits, plans, manuals, drawings, HC One Data (including Personal Data) or other data or databases, processes, methodology, models, designs, reports or other material (the ‘IP materials’): Page 7 of 11 12.1.1 furnished to or made available to the Supplier by or on behalf of HC One shall remain the property of HC One; and 12.1.2 created, produced, acquired or prepared by or for the Supplier or any Supplier Party for use, or intended use, in relation to the Supply or the performance by the Supplier of its obligations under the Contract shall belong to HC One. 12.2 The Supplier hereby assigns to HC One, with full title guarantee, all Intellectual Property Rights which may subsist in the IP materials. This assignment shall take effect on the date of the Contract and as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights created, produced, acquired or prepared by or for the Supplier or any Supplier Party. The Supplier shall execute and take, and shall procure that any Supplier Party and Supplier Personnel executes all documentation and takes any steps as may be required by HC One to execute and perfect this assignment. The Supplier shall waive or procure a waiver of any moral rights subsisting in relation to any IP materials. 12.3 The Supplier shall have no right to use any of HC One’s or any Client Party’s trade marks, logos or other Intellectual Property Rights and shall not represent (directly or indirectly) that any Supply provided by the Supplier has been endorsed or approved by HC One. 12.4 This clause shall apply both during the Term of the Contract and after its expiry or termination for any reason. 13. PUBLICITY the Supplier shall not permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television screen or any other medium) of its relationship with HC One, or the contents of or its interest in the Contract or any matters relating thereto, without HC One’s prior written consent. The Supplier shall not use any name, brand or image relating to or concerning HC One, or any Client Party, in any promotional literature, materials or for any marketing purposes without HC One’s prior written consent. 14. REMEDIES 14.1 Without prejudice to any other right or remedy which HC One may have, if any Supply is not supplied in accordance with, or the Supplier fails to comply with any of the terms of the Contract (including, without limitation, any slight or minor variation) then HC One may at any time (whether or not any part of the Supply has been Delivered) do any of the following: 14.1.1 reject the Supply in whole or in part on the basis that a full refund for the Supply so returned (including the cost of any such return) shall be promptly paid by the Supplier; 14.1.2 have the Supply repaired, re-done or replaced by the Supplier within 10 days of receipt of notice from HC One (unless otherwise agreed between the parties) with a supply which complies in all respects with the requirements of the Contract; 14.1.3 refuse to accept any further deliveries of the Supply, but without any liability to the Supplier; 14.1.4 make a deduction from the Contract’s total value; 14.1.5 have the Goods repaired (made good), re-stored or replaced by another supplier at the Supplier’s expense; and/or 14.1.6 recover from the Supplier any expenditure reasonably incurred by HC One in obtaining the equivalent supplies in substitution from another supplier. 15. WAIVER 15.1 Failure or delay by HC One at any time to enforce the provisions of or exercise any remedy under the Contract shall not be construed as a waiver of that or any other right or remedy. 15.2 HC One may at its discretion waive any right or remedy arising from a breach of the Contract but no such waiver shall be effective unless confirmed in writing and signed by HC One. 16. CONFIDENTIALITY 16.1 The Supplier shall: 16.1.1 treat Confidential Information as confidential and keep the same secure; 16.1.2 not disclose Confidential Information to any third party except if required to be disclosed by applicable law or order of a court of competent jurisdiction or other competent authority; and 16.1.3 not use Confidential Information for any purpose whatsoever other than to fulfil the Supplier’s obligations under the Contract. 16.2 The obligations under clause 16.1 shall cease to apply to any part of the Confidential Information which comes into the public domain, save as a result of breach of this clause 16. 16.3 Upon expiry or termination of the Contract, the Supplier shall, promptly following expiry or termination, return and procure the return by any Supplier Personnel to HC One (or at HC One’s request, but not otherwise, destroy and erase, and procure destruction and erasure by Supplier Personnel of) all Confidential Information held by Supplier or any Supplier Party in whatever form or media. 16.4 This clause shall apply both during the term of the Contract and after its expiry or its termination for any reason. 17. DATA PROTECTION Personal Data 17.1 The Supplier warrants that it has, and undertakes it will continue to maintain, a valid, complete and up to date registration or notification to the Office of the Information Commissioner (or any successor) under the Data Protection Act 1998 to the extent necessary for the performance of the Contract. 17.2 The Supplier shall: Page 10 of 11 23.2 The Supplier and Supplier Parties shall be responsible for all income, salaries and benefits for Supplier Personnel and for making all appropriate PAYE and other deductions for tax and national insurance contributions (and all equivalent taxes and deductions in other jurisdictions) from the remuneration benefits and emoluments which are paid to Supplier Personnel who are employees, and shall be responsible for ensuring that all independent contractors provide appropriate evidence of their employment status and are fully responsible for tax, national insurance and similar contributions and other payments and deductions in respect of their revenue, income and benefits/emoluments. 23.3 In no circumstances shall any Supplier Personnel be or be deemed to be employees or contractors of HC One, any Client Party, or any Future Service Provider. 23.4 The Supplier hereby agrees to indemnify HC One, each Client Party and any Future Service Provider in respect of any losses, claims, actions, proceedings, demands, liabilities, damages, costs and expenses (including legal and other advisers’ fees and legal costs) that may be suffered or incurred in connection with any claim or demand by any Supplier Personnel against HC One, any Client Party and/or Future Service Provider relating to, or in respect of, any claim whenever arising; 23.4.1 of status as an employee of HC One, any Client Party and/or Future Service Provider; 23.4.2 of status as an independent contractor of HC One , any Client Party and/or Future Service Provider; 23.4.3 in respect of PAYE or other deductions for tax and national insurance contributions (and all taxes and employee related contributions in other jurisdictions) in respect of the provision of the Supply or any part of it; 23.4.4 of any contractual or other rights, as a result of the Contract or the provision of all or any part of the Supply, or termination of the same, including any such claim or demand arising as a result of the application of the Employment Regulations (including any failure in respect of any obligation to inform and consult with such person or their representatives under the Employment Regulations), or the dismissal of any such person; and 23.4.5 the relevant taxation and other authorities against HC One, any Client Party and/or any Future Service Provider in respect of PAYE or other deductions for tax and national insurance contributions (and all taxes and employee related contributions in other jurisdictions) relating to the provision of the Supply or any part of it by the Supplier or otherwise relating to any Supplier Parties or Supplier Personnel. 24. ASSIGNMENT AND SUB-CONTRACTING The Supplier shall not without the written consent of HC One assign, charge, sub-contract or otherwise dispose of the benefit or burden of the whole or any part of the Contract. No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its obligations or responsibilities under the Contract and they remain the full and sole responsibility of the Supplier. Acts and omissions of any subcontractor shall be treated as acts or omissions of the Supplier. 25. AUDIT 25.1 The Supplier shall at all times maintain accurate and up to date books of account and records in respect of the Services and Goods, and all its activities, obligations, and transactions undertaken pursuant to the Contract. If requested by HC One the Supplier shall, and shall procure that any Supplier Personnel shall, promptly make available to HC One such information relating to the performance of the Supplier’s obligations under the Contract as HC One may require to enable HC One to monitor the Supply or the Supplier's on-going ability to perform its obligations. In addition, the Supplier will make available any other information which is needed to enable HC One to comply with the requirements of any laws or requirements of any regulatory body. 25.2 During the Term and for a period of 2 years after the Contract has expired or terminated, the Supplier shall, and shall procure that any Supplier Personnel shall, allow HC One and any auditors of or other advisers to HC One at any time on request by HC One to access any of the Supplier’s premises (and any other premises used for the provision of the Supply), personnel and relevant financial and other records, and take and retain copies of the same (with no obligation to return or destroy the same) as may be required by HC One in order to: 25.2.1 fulfil any request by any regulatory authority; or 25.2.2 undertake verifications of or identify suspected fraud, or breach of clause 19; or Page 11 of 11 25.2.3 undertake verification that the Supply is or was being provided in accordance with the Contract (including the Service Levels) and all applicable laws; 25.2.4 undertake verification of any charges or other sums paid by HC One or invoiced by the Supplier. 26. RIGHTS OF THIRD PARTIES No provision of this Contract is intended to confer any benefit on, or to be enforceable by, any person who is not a party to the Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, save that, subject in each case to HC One’s approval (but not otherwise) any Client Party may enforce the provisions of clauses 7.1.8, 13, 16, 20, or 23 and any Future Service Provider may enforce the provisions of clause 23 directly against the Supplier. The parties reserve the right to rescind or vary the Contract without the consent of any third party who is expressly entitled to enforce the Contract. 27. NO AGENCY OR PARTNERSHIP 27.1 The Contract shall not be interpreted as constituting a joint venture or partnership or similar relationship between the parties. 27.2 The Contract shall not be interpreted as constituting any agency between the parties or otherwise entitle either party to bind the other or create a liability against the other in any manner or for any purpose. The parties hereto shall act in all respects as independent contractors. 28. ENTIRE AGREEMENT The Contract supersedes all prior representations and agreements between the parties (whether written or oral) relating to the subject matter of the Contract and sets forth the entire agreement and understanding between the parties in relation to the Supply. Each party acknowledges that, in entering into the Contract, it is not relying on any representation or other assurance except as expressly set out or referred to in the Contract, provided that nothing in the Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation. 29. SEVERANCE If any clause of the Contract shall be held to be illegal or unenforceable, such clause or part shall be deemed to be deleted from the Contract and the enforceability of the remainder of the Contract shall not thereby be affected. 30. NOTICES 30.1 Any notice to be given under the Contract shall be in writing and signed by or on behalf of the party giving it. 30.2 Such notice shall be deemed to have been duly given if left or sent by hand or courier, by first-class, registered or recorded delivery post, or transmitted by email (provided that notice of termination of the Contract may not be given by email), to the address or email address of the receiving party shown on the Order, or to such other address or email address as the party has notified to the other in accordance with this clause 30. 30.3 If sent or transmitted in accordance with this clause 30, the notice shall be deemed effectively given: 30.3.1 if delivered by hand or courier, at the time of delivery; 30.3.2 if sent by first-class, registered or recorded delivery, 48 hours after posting; 30.3.3 if transmitted by email, simultaneously with the delivery or transmission (provided that evidence of successful transmission can be produced ). 31. GOVERNING LAW The Contract shall be governed by and construed in accordance with English law and the Supplier hereby irrevocably submits to the exclusive jurisdiction of the English courts.