SUPPLIER

SCHEDULE TERMS AND CONDITIONS

COMMS PROVIDES PROFESSIONAL CONTRACT CONSULTING SERVICES BY WAY OF THIRD PARTY SUPPLIERS HEREINAFTER KNOWN AS THE SUPPLIER TO CLIENTS ON A CONTRACT BASIS. ALL SUPPLIERS
SUPPLIED BY COMMS ARE REQUIRED TO ENTER INTO A VALID PROFESSIONAL SERVICES AGREEMENT HEREINAFTER KNOWN AS THE AGREEMENT OF WHICH THESE SCHEDULE TERMS & CONDITIONS AND
SCHEDULE OF SERVICES FORM PART. THE RELATIONSHIP BETWEEN COMMS AND THE SUPPLIER IS THAT OF AN INDEPENDENT SUPPLIER.
COMMS SHALL ISSUE A SCHEDULE OF SERVICES NUMBER RELATING TO EACH AGREEMENT, SPECIFIYING THE TYPE OF WORK TO BE UNDERTAKEN IN ACCORDANCE WITH THE SCHEDULE OF SERVICES.
SCHEDULE OF SERVICES DOES NOT CONSTITUTE OR CREATE ANY EMPLOYER-EMPLOYEE, AGENCY, JOINT VENTURE OR PARTNERSHIP RELATIONSHIP BETWEEN COMMS AND THE SUPPLIER.
1 .....DEFINITIONS
Definitions: in these terms and conditions the following words and
expressions shall where the context allows have the following meanings.
1.1
COMMS
COMMS shall mean any of COMMSRESOURCES group of companies.
1.2

CLIENT

The Client shall mean the party or parties to the Client Agreement under
which COMMS shall provide the Client with the services of the Supplier for
the Term and the rates set out in the Schedule of Services and as varied
from time to time by agreement in writing between the parties.
1.3

SUPPLIER

The Supplier shall mean the party or parties to the Supplier Agreement
under which COMMS shall purchase the services of the Supplier for the
Term and the rates set out in the Schedule of Services and as varied from
time to time by agreement in writing between the parties.
1.4

PROFESSIONAL SERVICES AGREEMENT

The Agreement shall be the Schedule of Services and these Schedule

Terms & Conditions. This Agreement sets out the basis upon which the
Supplier and the Representative will provide services to the Client of
COMMS, as detailed in the Schedule of Services. Unless otherwise agreed
in writing, this Agreement shall override any conditions or terms stipulated,
referred to, or incorporated by the Supplier and/or Representative in
negotiations or otherwise with COMMS. The terms of this Schedule Terms
and Conditions apply unless stated otherwise in the attached Schedule of
Services.
1.5

REPRESENTATIVE

The Representative shall mean the named individual whom the Supplier
supplies to COMMS to undertake the Schedule of Services as purchased
from the Supplier for the Term and the rates set out in the Schedule of
Services and as varied from time to time by agreement in writing between
the parties.
1.6

INTRODUCTION

Introduction shall mean the introduction of a Supplier and Representative

to the Client, which shall have been affected by COMMS placing the Client
and the Supplier into direct contact, by whatever means, including but not
limited to the arranging of an initial meeting between the Client and the
Supplier. It will also be deemed that an introduction has been effected
where the Supplier and Representative purport to negotiate direct with the
Client.
2 .....SCHEDULE TERMS & CONDITIONS
2.1
COMMENCEMENT OF AGREEMENT
The commencement of this Agreement shall remain conditional until
COMMS has entered into an Agreement with the Client ("the Client
Agreement") to supply the Schedule of Services. Failure by COMMS to
obtain a suitable Client Agreement for the Supplier shall not give rise to any
liability in contract, tort or otherwise on the part of COMMS."
2.2
DOCUMENTATION
COMMS and or the Client shall to the extent agreed upon provide the
Supplier with the necessary documentation to perform and successfully
complete their Schedule of Services, for example: specifications. If it is
agreed that COMMS shall provide any special resources such as tools,
documents or other help (for the Agreement), this shall be specified within
the Schedule of Services where particulars of how and when such special
resource is to be provided and/or returned.
Any special resources provided by COMMS and/or the Client shall, however,
be promptly returned on completion of the Agreement, or when the
Agreement has been terminated or cancelled. Any such special resource
that is provided to the Supplier is for specific use in relation to the
successful completion of the Agreement. Special resource(s) must not be
used for personal use under any circumstances.

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THE

The Supplier shall be responsible for any Special Resource or other such
property provided by COMMS and/or the Client and the Supplier shall fully
and promptly indemnify COMMS from and against all direct, indirect,
consequential liability, loss, damage, injury, replacement costs and
expenses arising as a result of or in connection with the damage to any
special resource(s) or other such property provided to the Supplier by
COMMS and/or the Client
Where the Schedule of Services or country entry requirements indicate
that the commencement of the Agreement is dependent on:
a) Satisfactory credit references and/or approvals or certificates
from relevant authorities being obtained and / or;
b) The granting of security clearances and / or;
c) The granting of other regulatory consents and / or;
d) Professional Indemnity and Public Liability Certificate of
Insurance(s); and/or
e) Professional Qualification, Health and Safety Certificates.
f) Visa and /or Work Permit requirements
In relation to the performance of the Agreement by the Supplier, then the
Agreement shall normally begin when all such clearances, approvals,
references, certificates and consents are obtained and the Supplier shall
not be entitled to any payment prior to such date. Subsequent failure to
produce such evidence, after commencement of the Agreement, could
lead to termination of contract with any costs/ damages incurred, deducted
from the Supplier where appropriate.
2.3

IMPLEMENTATION PLAN

An Implementation Plan may be set-up to form part of this Agreement.

The parties shall confirm alterations to such implementation Plan in
writing.
2.4

PROJECT SCHEDULE

A project schedule may be set-up to form part of this Agreement. The

parties shall confirm alterations to such Project Schedule in writing.
2.5

AMENDMENTS AND ADDITIONS TO THE SCHEDULE OF SERVICES

Amendments or additions to the Schedule of Services must be in writing

and executed by COMMS and the Client to be valid.
However,
amendments of fixed prices or of quantum meruit limits, must be valid, be
made through a new Addendum/Schedule of Service and/or purchase
order number after prior agreement by applicable parties. The Supplier
also undertakes to propose such alterations in the Schedule of Services
that he/she considers will improve the result with respect to performance,
technical features, cost or otherwise.
2.6 SUPPLIER
The Supplier undertakes to provide COMMS with adequate proof of
qualifications and work experience of the Representatives to complete the
Schedule of Services in accordance with this Agreement, and that it will at
its own expense ensure, by training or otherwise, that the Representative
is updated with relevant technological developments throughout the
Schedule of Services. COMMS shall be obliged without undue delay to
replace the Supplier and/or Representative that is considered by the Client
to lack sufficient competence or with whom the Client finds it difficult to
cooperate. Should the Representative be prevented from performing their
work due to occurrences for example temporary ill health that exceeds 10
days or unapproved leave of absence, the Supplier shall immediately
notify COMMS. Where these occurrences take place the Supplier shall use
reasonable endeavours to arrange for new representative (replacements)
to work beside the Representative who is leaving, and shall always be
liable for any extra costs or delays arising from the above circumstances.
The Schedule of Services shall be performed as the Supplier thinks fit,
using his/her own equipment where appropriate subject only to such
legitimate instructions of the Client to enable the Supplier to successfully
complete the Schedule of Services.
COMMS or its clients may not exercise any control over the methodologies
that the Supplier or its Representatives choose to perform the duties as
specified in the attached Schedule of Services, unless it is deemed
necessary to ensure the correct performance of the said services.

COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS

The Supplier confirms that it has been authorised as an employer or agent

on behalf of the Representative to bind the Representative to this
Agreement further or otherwise and in signing this agreement the Supplier
agrees on behalf of the Representative.
It is the responsibility of the Supplier to ensure that all relevant tax and
social security deductions are paid to the relevant authorities for all work
completed by its Representatives, or incurred by the Supplier as a result of
this Agreement.
If the Suppliers representative to perform any work on the Clients
premises, the Supplier shall ensure that its Representative shall comply
with all relevant working environment instructions issued by the Client and
must take all reasonable steps to safeguard their own safety and that of
any person who may be affected by their actions.

If the Schedule of Services is subdivided into specific phases according to

a project schedule or implementation plan, the Supplier shall obtain
permission to continue work before starting on a new phase.
3.2

3.3

COMMS or the Client shall, not later than Thirty (30) days following
receipt of the report on the final or interim result, as set forth in the
Consulting Reports sub-clause 3.2 above, approve or reject the
result in writing, in which case COMMS or the Client shall notify the
Supplier of deviations from the Schedule of Services which have
caused rejection. If COMMS or the Client has not rejected the result in
a written notice to the Supplier within Thirty (30) days following
receipt of the relevant report in accordance with the Consulting
Reports sub-clause 3.2 above, the result shall be considered as
approved. At the request of COMMS or the Client, the Supplier shall
assist with the demonstration of the result.

If COMMS is to supply a representative for the Schedule of Services this

shall be specified in the Schedule of Services or purchase order, including
details of how such representative are to be used.
REPRESENTATIVES

3.3.2 Deviations from Specifications

Supplier may not assign this agreement but may substitute a named
representative with the written consent of COMMS. If the Supplier hires
Representatives for the Schedule of Services or part thereof Supplier shall
assume the same responsibility for the work of a Representative(s) as for
their own.
In order to comply with the working time regulations 1998, the Supplier is
obliged to allow the Representative time off provided that notice of time off
for holiday for the Representative shall first be given by the Supplier to
COMMS and, as agent for COMMS, to the Client not less than Fourteen (14)
days prior to the relevant holiday period.
Please note under this EU
Directive all Representatives are entitled to take a 20-minute break when
working more than 6 hours. Further details in regard to rest breaks under
this EU Directive can be provided upon request.
Subject to the provisions of the Rehabilitation of Offenders Act 1974, the
Supplier shall ensure that the Representative does not have any unspent
criminal offence (other than road traffic offences) and has no charge
pending.
In the event of breach of this Agreement by the Supplier the Representative
will, at his or her professional discretion upon receipt of a written request by
COMMS, perform or discharge the obligations of the Supplier due under or
arising from this Agreement.
2.8

ADVICE

At the request of either party, the other party shall give advice to the extent
necessary for the successful completion of the Schedule of Services in
accordance with this Agreement. If this advice is not forthcoming upon
request from the Client, the Supplier must immediately report in writing to
COMMS any deficiency by the Client in providing such instructions and
facilities.
2.9

DOCUMENTS

All documents produced for the Client with regard to the Schedule of
Services e.g. descriptions, drawings, models, tables, photographs, video
grams, discs or other media, shall be prepared and marked in accordance
with the Clients standards.
2.10

APPROVAL
3.3.1 Approval Procedure

COMMS and the Client confirm its acceptance that the Supplier may accept
other Agreements to perform services to other parties, but the Supplier
must guarantee that such other Agreement will not conflict with the services
that are being supplied under this Agreement.

2.7

CONSULTING REPORTS

When the Schedule of Services has been completed, or if approval is to

be given after a specific phase in accordance with a project schedule or
implementation plan, a report of the final result or the interim result of each
phase in question shall be submitted to COMMS and the Client for approval
(if specified in the Schedule of Services).

If COMMS or the Client has notified the Supplier of deviations from

specifications in accordance with the Approval Procedure subclause 3.3.1 above, the Supplier shall be obliged to undertake the
necessary corrective measures immediately and at its own risk and
expense. In case the deviation has caused rejection of reported final
or interim results, the Supplier shall promptly submit a report on the
final or interim result to both COMMS and the Client for a new
evaluation and possible approval in accordance with the Approval
Procedure sub-clause 3.3.1 above. Minor deviations from the
Schedule of Services may not be a cause for rejection of the result.
3.4

DELAYS IN DELIVERY

Supplier shall, in the event of a delay in delivery and/or start of this

Agreement, pay liquidated damages to COMMS to the value stated in the
Schedule of Services for all works not completed, undertaken or so
delayed, from the first day of each week of delay.
Such liquidated damages shall not, however, be payable for a period of
more than Thirteen (13) weeks.
COMMS and the Supplier agree that such liquidated damages represent a
reasonable pre-estimate of the damages to be incurred by the Client in the
event of such a delay.
When a delay in delivery or failure to start and/or complete the Agreement
has continued for Thirteen (13) weeks, COMMS shall be entitled, regardless
of the time-limit referred to in the Cancellation clause 14 below, to cancel
the Agreement, wholly or in part, in which case the Agreement report and
documents shall be promptly handed over in accordance with the
Cancellation clause 14 below.
Liquidated damages shall not be payable in case of delays in delivery
attributable to COMMS or the Client in the event of Force Majeure in
accordance with Force Majeure clause 11 below.
4 .... GUARANTEES
4.1

Supplier shall ensure that the services are performed with the
utmost care, skill and diligence and in a professional manner.

4.2

Supplier undertakes, at its own expense and without delay, to

rectify any defects or shortcomings in documents produced
during the Agreement. The Suppliers liability in this respect shall,
however only extend to defects of which notification is given
within Thirteen (13) weeks of approval in accordance with the
Approval sub-clause 3.3

4.3

The Supplier agrees on its own part and on behalf of its officers,
employees and Representatives as follows:

COMPUTER SECURITY

If the Supplier is in any way connected with the Clients information and
data processing systems (Computer Security), or if the latter are used for
the Schedule of Services, the Supplier undertakes to comply with the
Clients security regulations in relation to Computer Security. Supplier shall
furthermore ensure that his Representatives comply with the said
regulations.
The Supplier shall procure that the Representative shall not under any
circumstances import any software onto the systems of the Client without
the prior written consent of the Client. Downloading of inappropriate
material from the Internet or other such sources will constitute a breach of
this Agreement.

4.3.1 to provide the services in relation to this Agreement set out in

the Schedule of Services together with such services as might
reasonably be implied as forming part of this Agreement.

3 .....DELIVERY

4.3.2 not to engage in any conduct detrimental to the interests of

COMMS or the Client;

The day/week of delivery shall be specified in the Schedule of Services.

The date of delivery shall be the day of approval, as set forth in the
Approval sub-clause below.

4.3.3 to be present during the times or for the total number of hours
during each day and/or week in accordance with the Schedule
of Services as may be agreed with COMMS in this Agreement;

3.1

PERMISSION TO CONTINUE

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COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS

Should this Agreement be terminated or finish early, COMMS shall

only pay the Supplier for work completed, if such sums are
recoverable from the Client.

4.3.4 to take all reasonable steps to safeguard its own safety and the
safety of any other person who may be affected by its own
actions in the performance of the services;
4.3.5 to comply with all applicable rules or obligations in force at the
premises where services are performed during this Agreement.

6 .... INVOICING & PAYMENTS

6.1

5 .....PAYMENT
Payment for the Agreement may be based on a fixed price or on a quantum
meruit basis. The Schedule of Services shall specify whether the
Agreement is to be executed at a fixed price or on a quantum meruit
payment basis. Unless otherwise specified, the Agreement shall be
considered executed on a fixed price basis.
If the Suppliers work is delayed due to non-provision of a special resource,
which COMMS or the Client is under a contractual obligation to provide, and
if this is not rectified within a reasonable period following a written demand
to that effect by the Supplier, Supplier shall be entitled to reasonable
compensation for extra expenses. The Supplier shall, however, take all
necessary steps to keep such expenses to a minimum.
Any Supplier or Representative working in The Netherlands, to ensure
compliance with this clause must be employed through a Dutch Wage Tax
withholding company. The withholding company must provide COMMS with
an AA Accountants report confirming that they comply with Article 28 Wage
Tax Act 1964 and Article 10 Co-ordination Law Security and that all
withholding Tax and Social Security Premiums have been paid to the
relevant authorities. It is the sole responsibility of the Supplier to provide
these compliancy statements.
5.1

5.2

Invoices shall include the following particulars:

6.2

QUANTUM MERUIT PAYMENT

Payment to a Supplier on a quantum meruit basis shall include fees,

travelling expenses, allowances and disbursements.
Any fees payable on a quantum meruit basis shall be limited to the
implementation or project duration as specified in the Schedule of Services
to a maximum amount (Maximum Amount), which must not be exceeded,
unless otherwise agreed by the relevant parties. The maximum amount
shall be inclusive of all payments to the Supplier in accordance with this
quantum meruit clause 5.2.
COMMS or the Client shall supply the Supplier with a time sheet. The
Representative shall complete monthly time sheets, which shall be
delivered to COMMS duly signed by the Representative, and the Clients
duly nominated signatory by the first Tuesday after each worked week for
which the time sheet relates. The Supplier is responsible for obtaining the
signature of the Clients nominated signatory on the time sheet.

- Reference to Purchase Order Number;

- Suppliers name/company and address;
- Specification of the work performed/delivered.
QUANTUM MERUIT INVOICES

Unless a specific payment plan has been agreed upon, contracting on a

quantum meruit basis shall be paid as specified in Payment clause 6.3.
If the Supplier is a limited company, an appropriate tax invoice must be
accompanied by the time sheet duly signed by the Clients authorised
signatory.
Invoices shall include the following particulars:

FIXED PRICES

Payment to Supplier at a fixed price shall represent the total price specified
in the purchase order for the Representatives performance of the services,
which, unless otherwise stipulated, shall include all Suppliers fees,
including salaries and salary related costs, taxes, travel expenses,
allowances and all other disbursements.

FIXED PRICED INVOICES

Contracting at a fixed price shall be invoiced as agreed in a payment plan.

If no such payment plan has been agreed upon, an invoice may be
submitted for payment, pending approval of a report confirming final or
interim result.

6.3

- Reference to Purchase Order Number;

- Suppliers name/company and address;
- Specification of the work performed;
- Time consumed (hours/days) and hourly or daily fee in respect
of each of Suppliers Representatives performing the Schedule
of Services.
PAYMENTS

Your payment period is Monthly Except as otherwise stated, payments

shall be made to the beneficiaries account five working days after the day
of receipt of each invoice. The processing date will be the date received
not the date of the invoice.
COMMS does not accept any liability for the length of time taken to clear
funds into the beneficiarys account once COMMS has issued an instruction
for the payment to be transferred to the beneficiary.
If the Supplier is a Management Agency, payments will be made to the
Management Agencys account five working days after the date the
invoice is received.
In the case of quantum meruit basis, payment shall only be made after
COMMS has confirmed the time specified on the invoice in relation to the
Representatives recorded timesheets as requested in the quantum meruit
clause 5.2.
In the case of fixed price fees, payment shall be made within Five (5) days
after approval has been given in accordance with the Delivery clause 3.

5.2.1 Fees.

If COMMS does not notify the Supplier within Thirty (30) days of receipt of
an invoice of non-approval of the details therein contained payment shall
be made at the expiration of the Thirty (30) day period.

Fees shall be specified as fixed, weekly, daily or hourly. Suppliers

fees shall include disbursements for salaries and salary related costs,
taxes, additional payments, allowances and travelling expenses to the
place where the Schedule of Services is mainly executed. However,
where an agreement has been concluded to that effect, any additional
work explicitly requested by COMMS and/or the Client shall be payable
at additional fees where stated.

If it is specified in the Schedule of Services that payment will be made

upon receipt of a duly authorised consulting report. COMMS reserves the
right to withhold Twenty (20) percent of the fixed price or, in the case of a
quantum meruit basis the specified limit (maximum amount) until the final
results has been approved in accordance with the consulting reports subclause.

5.2.2 Travel Expenses.

For journeys to locations other than the location where the Schedule
of Services is to be mainly executed, travelling expenses shall be
payable, if such journeys are agreed before the start of the contract
or pre approved in writing by COMMS and/or the Client and by return
receipt of expenses. Compensation for travelling time shall, however,
not be payable.

The Supplier shall be responsible for any PAYE, Income tax, National
Insurance contributions and any other taxes and deductions payable in
respect of its Representatives for any services performed under this
Agreement. The Supplier shall be solely responsible for making any
necessary registrations with the Inland Revenue and any other
International body as required and for fulfilling all other statutory
obligations.

5.2.3 Compensation for other Expenses.

Time for payment shall not be of the essence of this Agreement.

Supplier shall receive compensation for verified disbursements

agreed in writing in advance by COMMS or the Client and by return
receipt of expenses.
5.2.4 Advanced Payments
A Supplier that receives advanced payments must clearly show the
currency (e.g. RMB for China), advance amounts and dates taken by
the Supplier from the Client on all invoices.
5.2.5 Right to Reclaim.
Should this Agreement be terminated or finish early through no fault
of COMMS, COMMS reserves the right to reclaim the costs of any
expenses from the Supplier that were not recoverable from the Client

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Without prejudice to any other right or remedy, COMMS reserves the right
to off-set any amount owing at any time from the Supplier to COMMS
against any amount payable by COMMS to the Supplier under this
Agreement.
In particular to the generality of this clause the Supplier hereby agrees to
indemnify COMMS against any liability loss, damage, cost and expense
arising out of the following:
(a)

all taxes and statutory deductions (including but not limited to,
Income Tax (together with any charges or penalties imposed
by the relevant Tax Authority) National Insurance or Social
Security contributions to which COMMS may be assessed in

COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS

respect of the Supplier or the Representative or otherwise in

connection with the performance of the Assignment.
(b)

upon COMMS request the Supplier agrees to provide evidence of

Income Taxation, Social Security or National Insurance
contributions paid by the Supplier on behalf of any of its
Representatives in connection with the performance of the
Services and any other documents that are relevant to
establishing the Income Tax, Social Security and National
Insurance status of its Representatives.

7 .....OWNERSHIP RIGHTS AND OTHER RIGHTS

7.1

RESULTS

As soon as they appear, the Client shall be entitled to the title and full right
of ownership of all the results of the Schedule of Services.
7.2

INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

7.2.1 Right of ownership
As soon as they appear, the Client shall be entitled to the full right of
ownership (and right to use) all Suppliers industrial and intellectual
property rights including any patents, copyrights, and any other rights
pertaining to pictorial, graphics, audio visual works generated by
execution of code and any programming interfaces, languages or
protocols implemented in the code to enable interaction with other
computer programs or end-users.
This right of ownership shall also apply to all ideas, designs,
concepts, techniques, inventions, discoveries or improvements
whether or not patentable, conceived or introduced into practice by
the Supplier or the Representative in performance of this Agreement.
7.2.2 Assistance in registration of industrial and intellectual
property rights
The Supplier shall assist in preparing and signing such documents as
may be necessary to enable the Client, parent or associated
company, to be registered as holder of patents, patterns or other
industrial and intellectual property rights.
The Supplier shall be responsible for ensuring that the Clients patent
and trademark department is notified of any industrial and intellectual
property rights that can be registered. Reasonable compensation
may be paid for such assistance.
As regards inventions and innovations that have come into existence
essentially as a result of this Agreement, the Supplier undertakes to
enter into such agreements with his employees or other
representative that the Supplier has hired for the Agreement as are
necessary to allow all patents or other industrial and intellectual
property rights to be assigned to the Client.

8 .....INFRINGEMENTS
The Supplier guarantees that the use of results developed, procured or
supplied during this Agreement for the Client shall not constitute any
infringement of patents or any other industrial or intellectual property rights
belonging to the Supplier, the Client or any third parties.
The Supplier shall indemnify the Client for and against all damages (direct
and indirect) loss, claims, injury costs and expenses with respect to claims
from third parties in respect of infringements of patents or any other
industrial or intellectual property rights belonging to any third parties.

COMMS shall not be liable for nor shall COMMS effect or maintain any policy
of insurance in respect of the erasure of information contained or
otherwise stored on any storage media of the Supplier, the Client or any
third party.
The Supplier shall keep COMMS indemnified in full against all direct,
indirect or consequential liability, loss, damages, injury, costs and
expenses (including legal and other professional fees and expenses)
awarded against or incurred or paid by COMMS as a result of or in
connection with any claim made against COMMS in respect of liability, loss,
damage, injury, cost or expense sustained by COMMS employees or
agents or by any customer or any third party to the extent that such
liability, loss, damage, injury, cost or expense was caused by, relates to or
arises from Supplier non-performance under this Agreement.
COMMS shall not be liable for any loss or damages arising out of any
misdescription of the Schedule of Services or representation made by
COMMS or Client to the Supplier and which may have induced the Supplier
to enter into this Agreement.
10 .. CONFIDENTIALITY
Unless a separate agreement concerning confidentiality has been
concluded by the parties, the following shall apply;
Information imparted to Supplier in connection with the Agreement for
COMMS or Client, information produced by Supplier on behalf of the Client
which is not already in the public domain as a result of publication, or is
already in Suppliers possession, or has been legitimately acquired by
Supplier from a third party, shall be treated by Supplier as confidential and
shall not, without COMMS or Clients written consent, be disclosed to a
third party or used for any other purpose than that set out under this
Agreement. The above shall apply from the date of execution of this
Agreement and five (5) years thereafter.
Supplier may not without the written consent of COMMS or the Client, make
any reference to the Agreement, nor make any reference to COMMS or the
Client in advertising and marketing.
Supplier shall be responsible for ensuring that its servants, agents,
representatives and employees respect and comply with this Clause.
11 .. FORCE MAJEURE
If fulfilment of either of the parties obligations under this Agreement is
prevented by unforeseen circumstances beyond their control, such as a
major industrial disputes, war, requisitions, currency restrictions, rebellions
or riots, shortage of motor fuel, general shortage of means of transport,
commodities and energy, or defects and delays in deliveries from a
supplier due to any of the aforementioned circumstances, this shall
constitute a ground for discharge from liability for delays in approval or
delivery and for relevant liquidated damages and other damages. A party
who adduces this Article shall be obliged to in writing to promptly notify the
other party of the occurrence of the force majeure circumstances. If a
default due to an event of force majeure shall continue for more than 4
weeks then the party not in default shall be entitled to terminate this
Agreement. Neither party shall have any liability to the other in respect of
the termination of this Agreement as a result of an event of force majeure.
12 .. DUTY OF NOTIFICATION
Supplier shall notify COMMS and the Client without delay and in writing if
any of the following events is likely to occur, or has already occurred:
- changes concerning the Representatives, as referred to in the
Supplier Sub-clause;
- delays in delivery;
- material changes in the conditions of ownership with respect to
Supplier or that part of Suppliers business which is engaged in
the Agreement;
- Suppliers bankruptcy, suspension of payments; composition
proceeding or liquidation;
- infringement of a third partys rights; or

COMMS and/or the Client shall notify Supplier without delay if such a claim is
made. All settlements between third parties concerning such claims - shall
be approved by the Supplier where such approval may not be
unreasonably withheld.
If an infringement as is referred to above is proved, or is likely to have
taken place, Supplier shall at his own risk and expense either ensure that
the Client shall be entitled to use the result by sub-license, or replace it by a
corresponding equivalent, the use of which does not entail an infringement,
or alter the result so that it does not constitute an infringement.
9 .....LIABILITY FOR OTHER DAMAGE OR LOSS
COMMS shall not be liable for any loss, injury or damage sustained directly
or indirectly by the Supplier or by any third party howsoever caused nor
shall COMMS be liable to indemnify the Supplier against or make any
monetary contribution to claims made by any third party against the
Supplier for any loss, injury, or damage howsoever caused or arising. The
Supplier shall maintain professional indemnity and public liability insurance
for this purpose.
If damage for which compensation is payable has occurred, the Supplier
shall take steps to limit the damage, provided always that such steps do not
involve unreasonable expense or unreasonable burden.

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defects or shortcoming in a schedule, plan or specification.

This duty of notification does not entail any discharge from liability from
any other effects herein described.
13 .. TERMINATION
13.1

COMMS reserves the right to terminate this Agreement by giving

no less than the compensation/notice period specified in the
Schedule of Services in writing to the Supplier.

13.2

In addition to Termination Sub-Clause 13.1 COMMS may

terminate this Agreement forthwith by notice in writing to the
Supplier where:
13.2.1 the Supplier has acted in such a way as to materially
prejudice the business of COMMS or its Clients: or

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13.2.2 the Client has displayed to the reasonable satisfaction of

COMMS that the services of the Supplier are unsatisfactory for
reasons of technical incompetence; or
13.2.3 the Supplier is in breach of this Agreement and fails to
remedy such breach (if capable of remedy) within Fourteen
(14) days after being requested in writing to do so.
13.2.4 the Client is in breach of their payment terms and credit is
withdrawn or refused by COMMS.

17 .. FIDELITY
17.1

COMMS understands and accepts that the Supplier is entitled to

seek, apply for, accept and perform contracts to supply goods and
services to third parties. However, during the currency of this
Agreement, the Supplier undertakes not to accept contracts to
supply goods or services to third parties where this could result in
the Supplier providing goods or services to subsidiaries or
competitors of COMMS or its Client and where this could directly have
a commercially harmful effect on either COMMS or its Client.

13.3

Where Notice Periods are specified in the Schedule of Services,

either party may effect such termination. Termination of this
Agreement under a Notice Period should be confirmed in writing.

17.2

13.4

Where the Client dispenses with the services of the Supplier or

COMMS or the Supplier terminates this Agreement, COMMS shall be
required to pay to the Supplier in respect of sums due to the Supplier
under the terms of this Agreement only such amounts as COMMS is
able to recover from the Client.

Both COMMS and the Supplier undertake, during this

Agreement, and for a period of Six (6) months thereafter, not to
make any active efforts to recruit any of the representative employed
by the other party taking part in such execution without the written
consent of the other party.

17.3

13.5

COMMS will use its reasonable endeavours to recover from the

Client all sums due under the Client Agreement in respect of work
completed by the Supplier up to the date of termination.

13.6

If the Supplier shall become bankrupt or compounds with its

creditors or (being a Limited Company) commences to be wound up
(other than the purposes of internal reorganisation) or has a receiver
manager or administrator appointed, COMMS should be notified with
immediate effect in writing.

13.7

Upon the termination of this Agreement or upon prior demand by

COMMS, the Supplier shall at its own expense immediately deliver up
to COMMS all keys, programs, software, price lists, list of documents,
papers or property belonging to COMMS or its customers or Clients
which may have been prepared by the Supplier. The Supplier shall
not retain any copies thereof.

Should the Supplier or Representative during the term of this

Agreement and for the Six (6) months thereafter, offer his/her
services or those of a third party either directly or indirectly as a
director, manager, servant, or licensee of any limited company, firm
or individual to Nokia Siemens Tietoliikenne Oy, or a customer/
supplier or subsidiary of Nokia Siemens Tietoliikenne Oy, that the
Supplier and/or Representative had contact with during the term of
this Agreement, the Supplier or Representative shall pay to COMMS a
fixed fee of 10,000 GBP plus VAT for such engagement of
employment. The Supplier shall indemnify COMMS for and against
any damages (direct and indirect) liquidated damaged, costs,
liabilities, expenses arising out of the Representatives breach of this
Clause.

17.4

The Agreement shall not and shall procure that any Nominated
Supplier or Representative provided in the performance of the
Services in the course of the Assignment shall not, whether directly
or indirectly through any company, partnership or person, solicit nor
enter into any contract with the Client or with any third party
introduced to the Agreement or any Nominated Supplier or
Representative by the Client, to provide any services of the same or
a similar nature to those required in the course of the Assignment
during the Assignment Period or during the twelve months following
the Assignment period without COMMS prior written consent, which
consent may be withheld in COMMS absolute discretion or granted,
subject to any conditions COMMS may wish to impose.

17.5

If the Supplier is a limited company it is a COMMS requirement

that the Supplier supplies to COMMS copies of its Certificate of
Incorporation, Memorandum and Articles of Association and VAT
Registration Certificate (where applicable), relating directly to the
limited company.

13.8

In the event this Agreement is terminated before the completion

of the Schedule of Services, for any other reason other than those
stated above, COMMS shall pay the Supplier only for work completed
that has been duly signed off and authorised by the Clients
nominated representative.

13.9

The Supplier and the Contractor / Temporary Worker shall not

disclose to the Client, either verbally or in writing, the terms of the
Supplier's engagement with COMMS other than strictly as required for
the proper performance of the Agreement

13.10 Upon termination or expiry of this Agreement, any clause, which is

intended to have effect following termination, shall survive and
continue in effect.
14 ...CANCELLATION

18 .. INDEMNITY

In addition to any other rights granted under this Agreement and without
prejudice to Termination sub-clause 13.2.3 either party shall be entitled to
cancel this Agreement, wholly or in part, if the other party commits a
material breach of this Agreement and neglects to remedy the same within
thirty (30) days of receipt of a written demand to that effect (including a
description of the alleged breach of agreement). If COMMS cancels any
agreement due to Suppliers breach of agreement, Supplier shall be
obliged, immediately and without compensation, to report on the
Agreement to which the cancellation related and to deliver to COMMS and
the Client all the documents prepared in connection with the Agreement.

18.1

19 .. NOTICES
19.1

15 ...AGREEMENT
This is the sole and entire agreement between the Parties and may not be
varied other than by agreement of COMMS and the Supplier (whether orally
or otherwise) and confirmed in writing by COMMS and signed by an
authorised representative of COMMS.

16 ...DISPUTES
English law shall govern any dispute concerning interpretation or
application of this Agreement for COMMS or legal matters connected
therewith and the parties submit to the exclusive jurisdiction of the English
courts.
Such disputes shall be finally settled by arbitration in accordance with the
English Arbitration Act 1996. The arbitration proceedings shall take place in
London, England.

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Any notice to be given hereunder may be delivered by recorded

delivery post or facsimile to the party to be served at the partys
address appearing in this Agreement or at such other address in the
United Kingdom, as that party shall notify. Any such notice shall be
deemed to have been served.
a)
b)
c)

The Supplier shall not be entitled without the written permission of COMMS
to assign its rights or obligations under this Agreement. COMMS shall,
however, be entitled to assign its rights and duties to another company
within The COMMS Group Ltd, group of companies.
COMMS maintain the right to review this Agreement following legislation or
regulatory change or in the event that an error has been made on the
documentation.

It is a condition of this Agreement that all limited companies

including umbrella companies used by Suppliers, indemnify COMMS
against any claims from any source for all statutory deductions in
respect of Income Tax and National Insurance Contributions and
other similar taxes including Employers National Insurance
Contributions.

if delivered, at the time of delivery; or

if posted, in the ordinary course of such post: or
if sent by facsimile, at the time of receipt.

It shall be sufficient to prove that delivery was made or that the

envelope containing such notice or document was properly
addressed and posted as pre-paid 1st class recorded delivery letter
or that the facsimile was properly addressed and despatched.
20 .. MISCELLANEOUS
20.1

The failure by either party to enforce at any time or for any

period any one or more of the terms or conditions shall not be a
waiver of them or of the rights at any time subsequently to enforce
all terms and conditions.

20. 2 If any provisions of this Agreement is declared by any judicial or

other competent authority to be void, voidable, illegal or otherwise
unenforceable or indications to that effect are received by either of
the parties from any competent authority, the parties shall amend
that provisions in such reasonable manner as achieves the intention
of the parties without illegality or at the discretion of COMMS it may
be severed from this Agreement.

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