Standard Terms and Conditions for the Supply of Goods and/or Services

Version 2
August 2024

1 DEFINITIONS & INTERPRETATION
1.1 In these Conditions the following expressions shall have the following meanings unless inconsistent with the context:

Change of Control means a change in the ability to direct the affairs of another person, whether through the ownership of shares: or the power to appoint directors to the board of a company; or through management contracts; or otherwise.

Commencement Date means the date for the start of the provision of the Procurement that is specified in the Order.

Conditions means these terms and conditions for the purchase of Goods and/or Services as amended
from time to time in accordance with Condition 6.

Confidential Information means the existence and terms of any Order, Specification or Contract and any and all information (whether recorded or supplied in permanent or transitory form) which has been, is now or at any time after the date of these Conditions is disclosed to or made available by GFL to: the Supplier or its Representatives; or (where applicable) to any company within the Suppliers Group; or to any other person at the request of the Supplier as recipient; or any information of which the Supplier becomes aware or which comes into the Supplier's control or knowledge as a result of entering into these Conditions or of providing the Goods and/or Services which is of a technical, commercial or financial nature (including software in various stages of development in human or machine readable form, research information, methodologies, knowledge, data, know-how, formulae, processes, designs, drawings, specifications, models, diagrams, flow charts, marketing and development plans, business plans, intellectual property rights, customer information, customer lists, actual or prospective sales contacts, photographs and samples) and which relates to GFL or GFL's business or (where applicable) to the End Customer or its business or that of its Group but shall not include information which:-

(a) is accessible from public sources or is or becomes generally available to third parties (other than as a result of disclosures by the Supplier, by its Representatives, by the Personnel or by any company within the Supplier's Group, of such information in breach of these Conditions); and/or
(b) the Supplier can establish to the reasonable satisfaction of the other party that the information was known to the Supplier before the date of these Conditions and that it was not under any obligation of confidence in respect of the relevant information; and/or
(c) becomes lawfully available to the recipient from a source other than GFL or the End Customer, which source is not bound by any obligation of confidentiality to another party in relation to such information; and/or
(d) was required to be disclosed by law or by the rules or directions of any court or any authority.

Contract means the contract between GFL and the Contractor consisting of the Scope of Works, the Proposal, these Conditions, GFL's written acceptance of the Proposal and the Acknowledgement.

Deliverables means all documents, products and materials developed by the Contractor or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Existing IPR means any and all intellectual property rights that are owned by or licensed to either Party and which have been developed independently of the Contract (whether prior to the date of the Contract or otherwise).

Force Majeure Event means any event, occurrence, circumstance, matter or cause affecting the performance by either Party of its obligations under the Contract arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control which prevent or materially delay it from performing its obligations under the Contract but excluding:

a) any industrial dispute relating to the Supplier, the Supplier Staff (including any subsets of them) or any other failure in the Supplier or the Subcontractor supply chain;
b) any event, occurrence, circumstance, matter or cause which is attributable to the wilful act, neglect or failure to take reasonable precautions against it by the Party concerned; and
c) any failure of delay caused by a lack of funds.

GFL means Glass Futures Limited (Company Number 10002698) whose registered office is at James Roby Way, ST Helens, Merseyside, England, WA9 5DT.

Good Industry Practice means the exercise of that degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced provider of the Goods and complying with all applicable laws and codes of practice in the same type of undertaking and under the same or similar circumstances and observations.

Goods means the goods detailed in the Contract Documents which are to be supplied under the terms of the Contract.

Intellectual Property Rights means all patents, trademarks, service marks, registered designs or any applications for any of the foregoing, copyright (including in any text, computer coding, algorithms, applets, or in any other constituent elements of the Deliverables), design right, database rights, topographical rights, unregistered trademarks or other intellectual or industrial property rights, look and feel in any graphical user interface in the Deliverables, and all know-how whether subsisting in the United Kingdom or anywhere else in the World and whether registered, registerable or otherwise.

NDA means GFL's standard non-disclosure agreement from time to time in the form provided to the Supplier.

Notice Period means the notice period for GFL to terminate the Contract for convenience shown in the Order, or in the absence of such period being shown in the Order, 30 days' prior notice.

Order means GFL's written instruction to the Supplier to purchase the Goods and/or Services, which may be in a purchase order, and/or may in appropriate circumstances be set out in a tender award letter and related tender documentation or statement of requirements, and/or in a letter of appointment, and which shall incorporate these Conditions.

Personnel means any Representative of the Supplier who is used to provide the Goods and/or Services, including any Key Persons.

Restricted Period where applicable, means the period during which certain agreed restrictions will apply to the Supplier under Condition 14, as specified in the Order, or in the absence of such period being shown in the Order, 6 months from the End Date or Termination Date of the Contract.

Services means Goods and Services, including without limitation any Deliverables, to be provided by the Contractor under the Contract as set out in the Contract.

Specification means any agreed specification and/or timetable and/or schedule of works against which the Supplier has given a quotation for the Goods and/or Services, and/or which is attached to or incorporated in the Order.
Supplier means the person or firm from whom GFL purchases the Goods and/or Services.

Term means the period starting on the Commencement Date and ending on the End Date or Termination Date (whichever is the earlier).

Termination Date means the date of termination of the Term in respect of the Goods and/or Services under any Order, howsoever arising.
1.2 References to any statute or statutory provision shall include any subordinate legislation made under it, and any subsequent legislation that adds to or replaces it.
1.3 The descriptive headings to conditions, schedules and paragraphs are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of these Conditions.
1.4 Words importing the singular include the plural and vice versa, words importing a gender include every gender and reference to persons include an individual, company, corporation, firm, partnership, unincorporated association or body of persons.
1.5 The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
1.6 Any reference to a "day" shall mean a period of 24 hours running from midnight to midnight, reference to a "working day" shall mean Monday to Friday inclusive but excluding bank holidays and references to times of the day are to London time (UK) on the applicable date.

2 BASIS OF PURCHASE

2.1 These Conditions apply to the Contract to the entire exclusion of any other terms or Conditions that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by GFL to purchase the Goods and/or Services from the Supplier in accordance with these Conditions. The Order shall be deemed to be accepted on the earlier of
2.2.1 the Supplier issuing written acceptance (including by email) of the Order; or
2.2.2 any act by the Supplier consistent with fulfilling the Order, at which point, and on which date the Contract shall come into existence.
2.3 No variation of the Contract shall be binding unless agreed in writing between the authorised Representatives of GFL and the Supplier.

3 SUPPLIER'S OBLIGATIONS

3.1 During the Term the Supplier shall provide the Goods and/or Services to GFL in accordance with the commercial terms specified in the relevant Order and subject to these Conditions
3.2 The Supplier shall:
3.2.1 co-operate with GFL in all matters relating to the Goods and/or Services, and, subject to Condition 23.2, ensure that its Personnel comply with the instructions of GFL.
3.2.2 perform the contract with all due skill, care, and diligence including Good Industry Practice (prevailing as at the relevant time) and in accordance with its own established internal procedures.
3.2.3 use Personnel who are suitably skilled and experienced to perform tasks assigned to them and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract, whilst ensuring the continuity of Personnel performing the contract throughout the Term and taking into account GFL's representations when replacing any Key Person;
3.2.4 commit all such resources as are reasonably necessary to ensure that the Goods and/or Services are provided in accordance with the provisions of the Order and any Specification.
3.2.5 use good quality products, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used will be free from defects in workmanship, installation and design.
3.2.6 at all times ensure, to the reasonable satisfaction of GFL, the proper performance of the Contract by the Supplier in accordance with the Specification.
3.2.7 report to GFL on the provision and performance of the Contract as reasonably required by GFL and to promptly notify GFL of any substantive comments or any complaints made by the End Customer to the Supplier.
3.2.8 provide all equipment, tools and vehicles and such other items as are required to provide the Goods except where it has been agreed in writing that GFL will provide such items.
3.2.9 when appropriate make suggestions to GFL regarding enhancements to the provision of the Goods and/or Services.
3.2.10 not do anything which would be likely to prejudice the reputation of GFL and/or where applicable, of the End Customer; and
3.2.11 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations, providing evidence of its compliance as may be reasonably required by GFL.
3.3 Whilst at the Premises or otherwise performing the Contract, the Supplier shall procure that the Personnel are fully conversant with, and fully compliant with, GFL's and/or where applicable, with the End Customer's safety, health and environment policies and complete and follow all relevant method statements and risk assessments compliant with such policies, and that the Personnel take all such other precautions as are necessary to protect their own health and safety, and that of GFL's personnel and/or where applicable, of the End Customer's personnel, and of the public. Where the nature of the duties to be performed makes the wearing of protective equipment, clothing or footwear necessary or appropriate, the Supplier shall provide such protective equipment, clothing or footwear at its own expense and shall require those performing the Goods and/or Services to wear such protective equipment, clothing or footwear.
3.4 GFL reserves the right to require the removal from the Contract of any one or more Personnel who, in the reasonable opinion of GFL:

3.4.1 is or is deemed to be guilty of unprofessional conduct or of negligence; and/or
3.4.2 is not medically fit to perform the Contract or provides a risk to health and/or safety of those with whom that person may come into contact during work on these Conditions.
3.5 Any Personnel removed in accordance with Condition 3.4 shall be replaced promptly by a qualified replacement, in such time as is acceptable to GFL and at no extra cost to GFL. In the case of management or other specialist staff who are employed in a senior capacity by the Supplier, written approval of the replacement shall first be obtained from GFL. GFL shall in no circumstances be liable to the Supplier in respect of the consequences of any such removal or ensuing claims.
3.6 Unless it has been specifically authorised to do so by GFL in writing, the Supplier shall not and shall procure that the Personnel do not:

3.6.1 have any authority to incur any expenditure in the name of or for the account of GFL; or
3.6.2 hold themselves out as having authority to bind GFL.
3.7 If the Contract or any part of the Contract is not performed on or by the relevant agreed date in accordance with these Conditions then, without prejudice to any other remedy it may have, GFL shall be entitled to procure the provision of any particular part of the Contract which the Supplier has failed to perform from a third party and credit the reasonable cost of engaging a third party against the Price payable for the Contract. Before engaging a third party, GFL shall give the Supplier at least 7 days' notice of its intention to engage a third party to perform any part of the Contract which have not been performed on or by the relevant agreed date.

4 GFL'S OBLIGATIONS

4.1 During the Term GFL shall:
4.1.1 provide the Supplier and the Personnel with such information in its possession concerning the Contract that the Supplier and the Personnel reasonably require to enable them to perform the Contract;
4.1.2 provide the Personnel with any specific resources or equipment that it has agreed to provide in the Order (if any) but solely for use during the Term and for the purposes of the Contract;
4.1.3 arrange reasonable access to any requirements the Supplier has in order to perform the Contract, subject to these requirements being specified in the Order; and
4.1.4 arrange reasonable access for the Supplier and the Personnel to the Premises to perform the Contract as required.

5 PRICE AND PAYMENT

5.1 Following receipt of an invoice submitted by the Supplier under Condition 5.1, GFL shall verify that it has been properly submitted in a timely fashion with due consideration given to grant claim dates, and where it is correct, in consideration of the provision of the Goods and/or Services, GFL shall pay the invoice within 30 days of such verification. Where GFL fails to verify an invoice in a timely fashion and there is an undue delay in verifying an invoice, the invoice shall be regarded as valid and undisputed after 30 days has passed. Where there are errors in the invoice, GFL shall notify the Supplier of the error, and the Supplier shall issue a credit note for any wrongly invoiced excess, or re-issue a corrected invoice (at the Supplier's discretion), promptly notifying GFL in writing of the steps they have taken. Payment of any corrected invoice, which falls outside of the 30 days payment terms, shall be made by GFL within 30 days of the date the corrected invoice was validated by GFL. Corrected invoices received within the 30 days payment terms will be paid in that period, where it is feasible to do so.
5.2 GFL will accept no variation in the Price nor extra charges for the delivery of the Contract unless such variation to the Price or such extra charges for the delivery of the Goods and/or Services has been expressly agreed in writing in advance of being incurred by an authorised Representative of GFL.
5.3 GFL shall be entitled to deduct from the Price (and any other sums) due to the Supplier any sums that the Supplier may owe to GFL at any time.
5.4 If any undisputed sum properly due from GFL to the Supplier is not paid on the due date then interest shall accrue and be payable on any such sum at the rate of one per cent per annum above the business base rate of Barclays Bank plc from time to time, apportioned on a daily basis, until payment in full of the overdue sum and whether before or after judgment.
5.5 Late payment shall not constitute a material breach within the meaning of Conditions 9.2.9 and 9.2.10 nor shall it entitle the Supplier to terminate the Contract under common law principles.

6 VARIATION OF GOODS, SPECIFICATIONS OR WORKS

6.1 At any time during the Term, subject always to the following provisions of this Condition 6, GFL shall be permitted to vary any details of the Goods and/or Specification and/or Contract required under any Contract, including extending or temporarily suspending any delivery timetables, by serving at least 7 days' prior written notice on the Supplier.
6.2 Following receipt of a variation notice from GFL under Condition 6.1, the Supplier shall promptly notify GFL of any reasonable change in the costs or timescales the Supplier would incur as a result of such proposed variation, providing supporting evidence where so requested by GFL, and GFL shall then notify the Supplier that either:
6.2.1 GFL accepts the Supplier's change in costs and wishes to proceed with the proposed variation to the Contract; or
6.2.2 GFL does not accept the Supplier's change in costs and does not wish to proceed with the proposed variation to the Contract, and that the Contract shall continue in its current form without variation.
6.3 Until such time as the Supplier has received GFL's final notification about any proposed variation under Condition 6.2 it shall continue to perform the Contract in its current form without variation.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 In respect of any goods that are transferred to GFL under this Contract, including without limitation the Deliverables or any part of them, the Contractor warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to GFL, it will have full and unrestricted rights to transfer all such items to GFL.
7.2 The Contractor assigns GFL, with full title guarantee and free from all third-party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
7.3 The Contractor shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
7.4 The Contractor shall, promptly at GFL's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as GFL may from time to time require for the purpose of securing for GFL the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to GFL in accordance with Condition 7.2 above.
7.5 All GFL Materials are the exclusive property GFL.

8 CONFIDENTIAL INFORMATION

8.1 The Supplier undertakes to, and to procure that its Representatives and all Personnel shall keep in strict confidence all Confidential Information disclosed to it by GFL and shall use Confidential Information only in connection with provision of the Contract. The Supplier shall not use any Confidential Information to obtain a commercial, trading or any other advantage.
8.2 The Supplier shall only disclose Confidential Information to Personnel who need to know it for the purpose of discharging the Supplier's obligations under the Contract and shall ensure that such Personnel comply with the obligations set out in this Condition 8 as though they were a party to the Contract.
8.3 The Supplier may also disclose such of the Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. Unless prohibited by law, the Supplier shall promptly notify GFL if any Confidential Information is required to be disclosed and seek GFL's approval regarding the manner of such disclosure and the content or, at GFL's expense, co-operate with any reasonable action which it may elect to take to challenge the validity of such requirement.
8.4 The duties of confidentiality set out in this Condition 8 shall survive the Contract for the period of 5 years from the End Date or Termination Date.
8.5 The parties agree that in respect of Confidential Information protected by any executed NDA, the provisions of this Condition 8 shall not apply, and shall not supersede, supplement nor replace the provisions of any executed NDA in respect of that Confidential Information, and that this Condition 8 shall only apply to any such Confidential Information to the extent that such Confidential Information is not already protected by any executed NDA in place between the parties.

9 TERM AND TERMINATION

9.1 The Term shall be deemed to have commenced on the Commencement Date and shall continue until the End Date unless terminated earlier in accordance with these Conditions or as otherwise permitted in the Contract.
9.2 GFL may terminate the Contract with immediate effect and with no liability to make any payment to the Supplier other than in respect of amounts accrued prior to the Termination Date in the event that:
9.2.1 an order is made or a resolution is passed for the winding up of the Supplier or circumstances arise which entitle a Court of competent jurisdiction to make a winding-up order of the Supplier; or an order is made for the appointment of an administrator to manage the affairs, business and property of the Supplier or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
9.2.2 a receiver is appointed of any of the Supplier's assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Supplier or if any other person takes possession of or sells the other party's assets; or
9.2.3 the Supplier makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
9.2.4 the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is, or is reasonably considered to be unable to pay its debts when they fall due as defined in section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom the foregoing apply; or
9.2.5 a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
9.2.6 the Supplier ceases, or threatens to cease, to carry on business; or
9.2.7 any action or occurrence analogous to the provisions of Conditions 9.2.1 to 9.2.6 occurs in respect of the Supplier in any jurisdiction; or
9.2.8 the termination rights in Condition 23.2 relating to Change of Control are exercised by GFL; or
9.2.9 the Supplier is in material breach of these Conditions and such breach is not capable of remedy; or
9.2.10 the Supplier is in material breach of these Conditions and such breach is capable of remedy, but the breach has not been remedied within 7 days of issue of a written notice by GFL to the Supplier specifying the breach and requiring remedy; or
9.2.11 any of the provisions of Regulation 73(1) of the Public Contracts Regulations 2015 apply.
9.3 GFL shall be entitled to terminate the Contract for convenience at any time by serving written notice of termination on the Supplier under the Notice Period.
9.4 On the Termination Date (or as otherwise agreed by GFL in writing) the Supplier shall:
9.4.1 immediately vacate the Premises and return all GFL resources and/or equipment made available by GFL under Condition 4.1 for the provision of the Goods, in each case in the Condition in which it was originally occupied or received, and promptly making good to GFL's satisfaction, acting reasonably, any damage caused whilst in the Supplier's occupation or possession; and
9.4.2 immediately deliver to GFL all copies of the Contract, statement of requirement, documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any member of GFL or their business contacts, any keys, and any other property of any member of GFL, which is in its possession or under its control; and
9.4.3 irretrievably delete any information relating to the business of any member of GFL stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of GFL and is not required for ongoing maintenance and/or support purposes; and
9.4.4 provide a signed statement that it has complied fully with its obligations under this Condition 9.4.
9.5 In addition to this Condition 9.5, the provisions of Conditions 3.2, 3.6, 5.4, 7, 8 in accordance with 8.4, 9.4, 10, 11, 12, 14, 17, 19, 20, 21, 23, 24, 25 and 28 shall survive termination of the Contract, howsoever arising.
9.6 In the event of termination for any reason GFL shall remain responsible for payment to the Supplier for amounts accrued by the Supplier prior to the Termination Date.

10 INDEMNITY

10.1 The Supplier hereby indemnifies GFL in full and holds GFL indemnified in full and harmless from all costs, claims, liabilities, expenses, damages and or losses awarded against, incurred, paid or suffered by, GFL as a result of or in connection with:
10.1.1 any claim brought against GFL for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Contractor, its employees, agents or subcontractors; and
10.1.2 any claim made against GFL by a third party arising out of, or in connection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Contractor, its employees, agents or subcontractors.
10.1.3 any breach by the Supplier of Condition 7; or
10.1.4 any breach by the Supplier of Condition 8.
10.2 This Condition shall survive termination of the contract.

11 INSURANCE

11.1 During the Term and for a period of six years after the End Date or Termination Date, the Supplier shall insure against its liabilities arising out of or in connection with the performance of the Contract, including:
11.1.1 employers' liability insurance for no less than £5,000,000 (five million pounds) in respect of any one incident;
11.1.2 public liability insurance for no less than £1,000,000 (one million pounds) in respect of any one incident; and
11.1.3 professional indemnity insurance for no less than £1,000,000 (one million pounds) in respect of any one incident.
11.1.4 Product Liability insurance for no less than £1,000,000 (one million pounds) in respect of any one incident.
11.2 The Supplier shall promptly at GFL's request provide both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
11.3 If the Supplier shall fail to comply in any respect with the provisions of this Condition 11, GFL shall be entitled (but not obliged) to arrange the insurance cover required by this Condition 11, the cost of which the Supplier shall promptly reimburse to GFL upon demand.

12 LIMITATION OF LIABILITY

12.1 Neither party excludes or limits liability to the other party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law.
12.2 Subject to Condition 12.1 above, GFL's total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, arising in connection with the performance or contemplated performance of any Contract shall be limited to a maximum of the total Price payable in respect of the Goods and/or Services under the Contract which have given rise to the claim or liability.
12.3 Subject to GFL paying all undisputed invoices that have been properly issued for Goods and/or Services that have actually been delivered under the Contract, and to Condition 12.1, GFL shall not be liable to the Supplier for any:

12.3.1 loss of profit, (whether direct or indirect); and/or
12.3.2 loss of business; and/or
12.3.3 loss of business opportunity; and/or
12.3.4 depletion of good-will; and/or
12.3.5 loss or corruption of data, or the costs and consequences of any data restoration; and/or
12.3.6 costs of loans, borrowing and/or of temporary financing; and/or
12.3.7 additional staffing costs; and/or
12.3.8 costs, expenses or other claims for any type of special, indirect or consequential loss or compensation (including loss or damage suffered as a result of an action brought by a third party); whatsoever and howsoever caused which arises out of or in connection with these Conditions and/or any Contract, even if such loss was reasonably foreseeable or GFL had been advised of the possibility of the Supplier incurring the same.

13 COMPLIANCE WITH ANTI-BRIBERY AND CORRUPTION AND ANTI-SLAVERY LAWS

13.1 The Supplier shall procure that all Personnel shall:
13.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
13.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and
13.1.3 comply with GFL's anti-bribery and anti-corruption policies in force from time to time, a copy of which shall be provided to the Supplier and to any Personnel upon written request and, where provided, any anti-bribery and anti-corruption policies of the End Customer; and
13.1.4 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; and
13.1.5 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity or conduct were carried out in the UK; and
13.1.6 maintain in place effective accounting procedures and internal controls necessary to record all expenditure in connection with the Agreement; and
13.1.7 notify GFL as soon as practicable of any breach of any of the undertakings contained within this Condition of which it becomes aware;
13.2 The Supplier shall, upon request by GFL from time to time, promptly confirm in writing that it has complied with its undertakings under Condition 13.1 and shall promptly and fully provide any information reasonably requested by GFL in support of such compliance.
13.3 For the avoidance of doubt, any breach by the Supplier of this Condition 13 shall be deemed to be a breach which is not capable of remedy for the purposes of Condition 9.2.9.

14 NON-SOLICITATION

14.1 The Supplier covenants with GFL that the Supplier shall not, and shall procure that the Personnel shall not at any time during the Term and the Restricted Period directly or indirectly:
14.1.1 solicit or entice away or seek to entice away or employ or procure to be employed any person who is or has been an employee of GFL during the Term;
14.1.2 employ or procure to be employed any former employees of GFL who have been employed by GFL in the 12 months prior to the End Date or Termination Date and who have had direct dealings with clients of GFL;
14.1.3 solicit or entice away or seek to entice away from doing business with GFL any person, firm, company or organisation, including the End Customer, who throughout the Term was a customer of GFL.
14.2 The parties in all respects consider the restrictions contained in this Condition 14 reasonable.
14.3 Notwithstanding Condition 19, the provisions of Conditions 14.1.1, 14.1.2 and 14.1.3 are separate and severable and shall be construed and be capable of enforcement accordingly.

15 NOTICES

15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally or sent by prepaid first class post or other next working day delivery service or by commercial courier. Any notice or other communication may also be sent by email, save in respect of a notice of termination.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 15.1; if sent by prepaid first class post or other next working day delivery service, at 9.00am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one business day after transmission.
15.3 The provisions of this Condition 15 shall not apply to the service of any proceedings or other documents in any legal action.

16 FORCE MAJEURE

16.1 Neither party shall be in breach of the Contract nor be liable for delay in performance, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstances or cause beyond its reasonable control ("Force Majeure Event").
16.2 The Supplier shall use its reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
16.3 If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than 30 business days, GFL may terminate the Contract immediately by giving written notice to the Supplier.

17 SUCCESSORS AND ASSIGNS / SUB-CONTRACTING

17.1 Each Contract shall be binding upon and shall benefit the parties' successors in title.
17.2 The Supplier shall not assign or novate all or any part of the benefit of, or its rights or benefits under, any Contract incorporating these Conditions without the prior written consent, not to be unreasonably withheld, of GFL. Any rights which are the subject of a purported assignment in breach of this Condition 17 shall be unenforceable unless and until the breach is rectified.
17.3 The Supplier shall not sub-contract any of its obligations under any Contract incorporating these Conditions without the prior written consent, not to be unreasonably withheld, of GFL, and in such circumstances where GFL's consent under this Condition 17.3 is granted, the Supplier agrees that it shall be fully liable to GFL for all acts and / or omissions of the permitted sub-contractor as if such acts and / or omissions were the Supplier's own, and shall ensure that it pays such sub-contractor within 30 days of the Supplier verifying the validity of such sub-contractor's invoice in a timely fashion.

18 VAT

18.1 All payments to be made pursuant to these Conditions shall (save where otherwise specifically stated) be exclusive of Value Added Tax (if applicable). Any Value Added Tax chargeable in respect of the matters giving rise to such payments shall be added to the amount of, and paid in addition to, them.

19 ANTI-FACILITATION OF TAX

19.1 The Supplier shall:
a) not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 ("CFA"); or (ii) a foreign tax evasion facilitation offence under section 46(1) of the CFA;
b) comply with the Anti-Bribery and Corruption and Anti-Slavery Laws referred to in Condition 13 as may be updated from time to time;
c) have and shall maintain in place throughout the term of this agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier and to ensure compliance with Condition 19.1(a);
d) promptly report to GFL any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the CFA, in connection with the performance of this agreement;
e) within 3 months of the date of any request by GFL, certify to GFL in writing signed by an officer of the Supplier, compliance with this Condition 19 by the Supplier and all persons associated with it under Condition 19.2. The Supplier shall provide such supporting evidence of compliance as GFL may reasonably request.
19.2 The Supplier shall ensure that any person associated with the Supplier who is performing the Contract and/or providing goods and/or Services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Condition 19 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to GFL for any breach by such persons of any of the Relevant Terms.
19.3 Breach of this Condition 19 shall be deemed a material breach under Condition 9.2.9.
19.4 For the purposes of Condition 19, the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the CFA and a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

20 SEVERANCE

20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.

21 WAIVER

21.1 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22 SET-OFF

22.1 Any sums credited by or due from GFL to the Supplier may, at any time and from time to time without notice, be applied to and/or set off against any liabilities or obligations of the Supplier to GFL, whether absolute or contingent, due or to become due, direct or indirect, whether under any Contract or otherwise.

23 CHANGE OF CONTROL

23.1 If at any time whilst any Contract is in force there is a Change of Control of the Supplier, the Supplier shall notify GFL within 14 days of the Change of Control having occurred.
23.2 Where GFL believes in its sole discretion that the continuation of the Contract would, as a result of the Change of Control, adversely affect GFL's commercial interest, GFL shall have the right to terminate the Contract forthwith by giving notice to the Supplier, such notice to be served during a period of 90 calendar days from the date on which the notification from the Supplier of the Change of Control is served (for the avoidance of doubt, whether served within the correct period, or served late). After such time GFL's rights to terminate due to a Change of Control under this Condition 23 shall lapse.
23.3 For the avoidance of doubt, failure to notify a Change of Control under Condition 23.1 shall be deemed to be a breach which is not capable of remedy for the purposes of Condition 9.2.9

24 IMPACT

24.1 The Supplier acknowledges that GFL is generally required by their Funder(s) to demonstrate their impact and the Supplier agrees to comply with all reasonable requests made by GFL to provide such information (not including Confidential Information) as GFL may reasonably require to address the requirements placed on it. Such information may include (in relation to the Goods), but shall not be limited to, effects, changes or benefits to the economy, society, public policy or services, health and the environment.

25 DATA PROTECTION LEGISLATION

25.1 In this Condition: The expressions "Data Controller", "Data Processor", "Data Subject" "Personal Data", "Personal Data Breach" and "Process" have the meanings given to them in the Data Protection Laws.
25.2 The Supplier shall duly observe all its obligations under the Data Protection Laws which arise in connection with the provision of the Contract under these Terms and not do anything which puts GFL in breach of the Data Protection Laws.
25.3 Insofar as the Supplier Processes Personal Data for GFL as a Data Processor, the Supplier shall:
25.3.1 process the Personal Data solely on the documented instructions of GFL, for the purposes of providing the Goods and/or Services;
25.3.2 process only the types of Personal Data, relating to the categories of Data Subjects, and in the manner required to deliver the Goods, and in the manner agreed by the parties;
25.3.3 take all measures required by Article 32 of the GDPR and/or any GFL policies to ensure the security of the Personal Data;
25.3.4 take reasonable steps to ensure the reliability of any staff who may have access to the Personal Data, and their treatment of the Personal Data as confidential;
25.3.5 not transfer the Personal Data to any country outside the European Economic Area (EEA) without the prior written consent of GFL;
25.3.6 not permit any third party to Process the Personal Data without the prior written consent of GFL, such consent to be subject to the Supplier meeting the Conditions set out in Article 28 (2) and (4) of the GDPR;
25.3.7 promptly notify GFL of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a supervisory authority) relating to either party's obligations under the Data Protection Laws in respect of the Personal Data;
25.3.8 immediately upon becoming aware, and in any case within 24 hours, notify GFL of any Personal Data Breach, such notice to include all information reasonably required by GFL to comply with its obligations under the Data Protection Laws;
25.3.9 permit GFL, on reasonable prior notice, to inspect and audit the facilities and systems used by the Supplier to Process the Personal Data, the technical and organisational measures used by the Supplier to ensure the security of the Personal Data and any and all records maintained by the Supplier relating to that Processing;
25.3.10 provide any assistance reasonably requested by GFL in relation to (i) any communication received under Condition 25.3.7, as well as any similar communication received by GFL directly; (ii) any Personal Data Breach, including by taking any appropriate technical and organisational measures reasonably requested by GFL; and (iii) any data protection impact assessments and prior consultations required under Articles 35 and 36 GDPR;
25.3.11 cease Processing the Personal Data immediately upon the termination or expiry of these Terms and at GFL's option either return, or securely delete the Personal Data.
25.4 Further information in relation to the nature and purpose of Processing, the type of Personal Data Processed and the obligations of GFL can be found in GFL's Privacy Policy (available on request).

26 PARTNERSHIP

26.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
26.2 For the avoidance of doubt, GFL shall not have day-to-day control over the Personnel, which shall at all times remain with the Supplier.

27 THIRD PARTY RIGHTS

27.1 A person who is not a Party to the Contract shall not have any rights to enforce its terms.

28 GOVERNING LAW AND JURISDICTION

28.1 These Conditions and each Contract incorporating them shall be governed by and construed in accordance with the law of England.
28.2 The parties submit to the exclusive jurisdiction of the English courts.