Subcontractor Agreement Terms and Conditions - Data Centre Response Ltd, Study notes of Acting

Download Subcontractor Agreement Terms and Conditions - Data Centre Response Ltd and more Study notes Acting in PDF only on Docsity! C:\Users\AlexY\Desktop\DCR T&C Subcontractor Agreement FINAL.doc} Terms and Conditions for Supply of Subcontractor – Data Centre Response Ltd (to be read in conjunction with Purchase Order to Subcontractor) BACKGROUND Data Centre Response Limited (DCR) has entered into an agreement with its customer (“the Customer”) for the supply of services and related products which require certain support services (and materials) from the Subcontractor which the Subcontractor has agreed to supply in accordance with the provisions set out below. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The definitions below shall apply in this agreement. Customer Agreement: an agreement between DCR and the Customer for services and products, the particulars of which are as set out in the Purchase Order. Purchase Order: the order or agreement (in whatever form) for the Subcontractor Services issued under the terms of this agreement which may include but not be limited to:-  the goods/materials and services to be supplied;  the charges for the Subcontract Services and payment terms;  start and finish dates and times when the Subcontract Services are to be provided;  relevant details of any Customer Agreement (including, but not limited to, details of the Customer Data Centre);  any Special Conditions. Rules and Guidelines: the general rules and guidelines provided by DCR which the Subcontractor must adhere to whilst providing the Subcontract Services. Site: the premises or location where the Subcontractor provides the Subcontract Services. Subcontract Services: the goods and services to be provided by the Subcontractor as more specifically set out in the Purchase Order. 1.2 Each contract between DCR and the Subcontractor comprises these terms together with the relevant Purchase Order. In the event of any ambiguity the terms of the Purchase Order shall apply. 2. CHARGES FOR SUBCONTRACT SERVICES 2.1 Subject to clause 2.2 DCR shall pay to the Subcontractor as full consideration for the performance of the Subcontract Services under this agreement, such amounts on such terms as set out in the Purchase Order. 2.2 DCR shall pay the Subcontractor any amounts due to the Subcontractor within 30 days of date of invoice, unless otherwise stated in the Purchase Order or otherwise at such time as payment is received by DCR from the Customer in the event of any dispute as to the Subcontract Services provided by the Subcontractor. 2.3 DCR may set-off against any invoice any monies due from the Subcontractor to DCR including any deductions made by the Customer relating to the Subcontract Services. Provision of Subcontract Services 2.4 The Subcontractor shall perform the Subcontract Services with all due skill and care and in a timely fashion in accordance with the terms of this agreement the Purchase Order the Rules & Guidelines and in accordance with any further instructions as may be provided by DCR or the Customer from time to time. 2.5 The Subcontractor shall at all times comply with any applicable statutes, rules or regulations applicable to the provision of the Subcontract Services and the Site. 2.6 The Subcontractor shall at all times comply with all health and safety regulations applicable to the Site, together with any specific instructions provided by DCR or the Customer relating to the Site. 2.7 The Subcontractor shall at all times maintain insurance, which shall include Public Liability, Employer’s Liability and Professional Indemnity insurance of not less than £1,000,000 (one million pounds) per event (or series of events) or otherwise as set out in the Special Conditions on the Purchase Order. The Subcontractor shall provide to DCR satisfactory evidence of the insurance cover maintained as required under this agreement. 2.8 The Subcontractor shall not make any changes to the work required under the Purchase Order without first notifying DCR of such changes. For the avoidance of doubt, such work which is carried out without such approval may not be paid for by DCR. 2.9 In the event the Subcontractor subcontracts out any Subcontract Services to a given third party, such third party must be approved by DCR, such approval being given on the basis that the Subcontractor shall take full responsibility for such works and materials provided by the third party which shall be treated as part of the Subcontract Services. 3. INDEMNITY FROM SUBCONTRACTOR AND DISPUTES 3.1 The Subcontractor shall indemnify the DCR against all losses, claims, demands, costs and expenses incurred or suffered by DCR including all claims by the Customer (whether direct or indirect losses suffered by the Customer) against DCR howsoever arising out of the provision of the Subcontract Services by the Subcontractor pursuant to this agreement. 3.2 DCR shall give to the Subcontractor notice in writing as soon as practicably possible after it becomes aware of any dispute between DCR and the Customer arising out of the Customer Agreement relating to the Subcontract Services. 3.3 DCR shall unless otherwise agreed with the Subcontractor deal with any disputes that arise between DCR and the Customer arising out of the Customer Agreement relating to the Subcontract Services and shall control and pay for any litigation, arbitration, mediation, adjudication, expert determination or other dispute settlement procedure in which DCR might be involved as a result of entering into this agreement and the Customer Agreement. The Subcontractor shall fully indemnify DCR against all costs and expenses incurred pursuant to this clause arising out of any dispute relating directly or indirectly to the Subcontractor Services. 3.4 In the event that the Subcontractor fails to complete the Subcontract Services or the Subcontract Services are not completed to the satisfaction of DCR and/or the Customer DCR may require the Subcontractor to make good the work or may otherwise engage an alternative subcontractor, additional costs and expenses of completing the work to be paid for by the Subcontractor subject to such amount not exceeding 150% of the price charged by the Subcontractor for the Subcontract Services. 4. LIMITATION OF LIABILITY 4.1 Nothing in this agreement shall limit or exclude the liability of either party for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation or wilful default; and (c) any matter for which it would be unlawful to exclude or restrict liability. 4.2 Save as provided for in clause 4.4, nothing in this agreement shall limit or exclude the liability of the Subcontractor for any liability incurred by DCR to the Customer under the Customer Agreement arising out of any act or omission of the Subcontractor in the provision of the Subcontract Services in respect to which the Subcontractor shall fully indemnify DCR, save where such liability arises out of any negligence or fraud on the part of DCR or any third party acting on its behalf. 4.3 Subject to clauses 5.1 and 5.2:- (a) the total liability of either party for damage to property caused by the negligence of its employees in connection with this agreement shall be limited to £1,000,000 for any one event or series of connected events; and (b) the total liability of either party to the other in respect of all other uninsured loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), equity (including restitution), breach of statutory duty, or otherwise, shall in no circumstances exceed £500,000 for the work carried out under each Purchase Order. 4.4 DCR shall not be responsible to the Subcontractor for any failure to perform its obligations under this agreement where there is a corresponding failure by the Customer to perform its obligations under the Customer Agreement, provided that DCR takes all reasonable steps to pursue its rights under the Customer Agreement.