Terms and Conditions for the Purchase of Goods and Services

This document explains the terms and conditions that apply when SPL Consulting Limited (referred to as “we,” “us,” or “our”) buys goods and/or services from you (referred to as “you” or “your”).

1. The agreement

This agreement is formed when we send you an official purchase order and you agree to supply the goods or services. Your agreement can be in writing or by starting to provide the goods or services. This document, together with the purchase order, forms the entire agreement. If there is a conflict between our purchase order and this document, the purchase order takes priority.

We will not be bound by any of your terms and conditions, such as those on a sales order or quotation, unless we have agreed to them in writing.

2. Your responsibilities

2.1. For all deliveries

You must ensure that all goods and services (“Deliverables”) provided to us:

• Meet the Specification: The Deliverables must match the description and quality specified in our purchase order.
• Are Delivered on Time: Timely delivery is a key part of this agreement. You must notify us immediately if you foresee any delays.
• Comply with the Law: All Deliverables must comply with all relevant laws, regulations, and industry standards, including those related to health, safety, and the environment.

2.2. For goods

In addition to the above, for any goods you provide:

• Quality: The goods must be of excellent quality and free from defects.
• Packaging and Delivery: You are responsible for safely packaging the goods and for all delivery costs. You must provide a clear delivery note with each consignment, including our purchase order number.
• Inspection: We have the right to inspect and test the goods at any time. We will be considered to have accepted the goods only after we have completed our inspection to our satisfaction.

2.3. For services

For any services you provide:

• Professional Standard: You must provide the services with the care, skill, and diligence expected from a professional in your industry.
• Qualified Staff: You must ensure that all your staff are appropriately trained, qualified, and supervised.
• Access to Our Premises: If your staff need to access our premises, they must follow our health and safety, security, and access rules. We have the right to remove any of your staff from our premises if we have a reasonable concern.

3. Payment

Unless agreed otherwise, we will pay your invoices within 30 days of receipt, provided the goods and/or services have been delivered in full and to our satisfaction. You must submit your invoices to us as soon as possible after delivery.

4. Intellectual Property Rights (IPR)

• Your Work for Us: Any intellectual property rights (IPR) you create for us as part of the Deliverables (“Assigned Materials”) will belong entirely to us. This includes copyrights, patents, and other rights. You agree to do everything necessary to transfer these rights to us.
• Your Existing Work: If you use any of your existing IPR (“Background IPR”) to create the Assigned Materials, you grant us a worldwide, royalty-free, and permanent licence to use that Background IPR so we can use the Assigned Materials as intended.
• Our IPR: We grant you a limited licence to use our materials (“Our Materials”) solely for the purpose of providing the Deliverables. You must not use our IPR for any other purpose without our written permission.

5. Confidentiality

Both parties must keep the other party’s confidential information private. We agree not to use or disclose your confidential information without your consent, unless it is for the purpose of this agreement or if required by law. You agree to do the same with our confidential information.

This commitment to confidentiality remains in effect even after this agreement ends.

6. Our rights and remedies

If you fail to meet any of the terms of this agreement, we have the right to:

• Reject Deliverables: We can reject any goods or services that do not meet the agreed-upon standards. You must provide a full refund for any rejected items.
• Get a Replacement: We can ask you to remedy any defects or to provide a replacement at your expense.
• Terminate the Agreement: We can end the agreement entirely or in part without liability to you.
• Claim Damages: We can claim back any reasonable costs or losses we incur as a result of your failure to perform.

7. Liability and indemnity

• Your Liability: You are liable to us for any losses we suffer because of your breach of this agreement, defective goods, or a failure to perform the services properly.
• Indemnity: You will compensate us for any claims, costs, or damages we incur as a result of:
  • Any defects in your goods or services.
  • Any claim that your goods or services infringe on someone else’s intellectual property rights.
  • Your or your staff’s negligent performance or failure to perform.

8. General terms

• Insurance: You must hold sufficient insurance to cover your liabilities under this agreement for at least seven years after it ends.
• Subcontracting: You may not transfer or subcontract your obligations under this agreement without our prior written consent.
• Governing Law: This agreement is governed by the laws of England and Wales. Any disputes will be resolved in the courts of England.