AtlasEdge General Terms and Conditions for the Purchase of Service and Goods

  1. Definitions and Interpretation.
    1. AtlasEdge” means the AtlasEdge Group member issuing a Purchase Order.
    2. AtlasEdge Group” means AE Group S.à r.l. (and any successor or future parent undertaking) and any of its subsidiary undertakings (as defined in section 1161 and 1162 and schedule 7 of the UK Companies Act 2006) from time to time.
    3. Conditions” means these terms and conditions.
    4. Deliverables” means all products and materials to be developed by the Supplier or its affiliates, agents, contractors or employees as part of, or in relation to, the Services, in any form.
    5. Force Majeure Event” means any event preventing the performance by a party of its obligations under a Purchase Order or SoW arising directly from an act beyond the reasonable control of the affected party that was not known or reasonably foreseeable by the affected party at the date of the relevant Purchase Order or SoW.
    6. Goods” means the goods, equipment, hardware and software (if any) being purchased by AtlasEdge under the Purchase Order and (if applicable) the relevant SoW, but excluding any Deliverables.
    7. Intellectual Property Rights” means patents, trademarks, service marks, rights (registered or unregistered) in any designs, trade or business names, copyright (including rights in computer software) and circuit topography rights, secret formulae and processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world, applications for any of the foregoing rights and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
    8. Purchase Order” means a written purchase order issued by an AtlasEdge Group member for the purchase of goods, equipment, products, hardware, software, services and/or deliverables that refers to these Conditions.
    9. Services” means the services or work being purchased by AtlasEdge under the Purchase Order and (if applicable) the relevant SoW and the provision of the agreed Deliverables.
    10. SoW” means the statement of work, order form or other equivalent agreement agreed between AtlasEdge and the Supplier that sets out contractual terms and conditions (in addition to these Conditions) applicable to the sale or supply and purchase of the Goods, Services and/or Deliverables specified in the relevant SoW and Purchase Order.
    11. Supplier” means the company or person to whom the Purchase Order is addressed and issued.
    12. The definitions of words in the singular include the plural form thereof and vice versa and “including” (and any grammatical variants thereof) or any other similar expressions shall be construed as illustrative and shall not limit or restrict the meaning, scope, class, category or type indicated by the words preceding those terms.
  2. Applicability.
    1. These Conditions (together with any additional terms set out in any applicable SoW) shall govern the sale or supply of Goods, Services and/or Deliverables by the Supplier unless AtlasEdge has agreed other contractual terms in writing with the Supplier (signed by a duly authorised representative of AtlasEdge) (“Agreed Terms”). These Conditions and shall be deemed incorporated in any contract between AtlasEdge and the Supplier (the “Parties”) for the sale or supply to AtlasEdge of Goods, Services and/or Deliverables unless Agreed Terms apply.
    2. Any other Supplier or third party terms and conditions reflected or referenced in any acknowledgement, delivery note, invoice, quotation (including where such quotation is included or referred to in the Purchase Order) or other document (including any e-mail communication or hyperlink) shall not apply unless expressly stated otherwise in the relevant SoW or Purchase Order. In the case of conflict these Conditions shall take precedence over any other terms included or referred to in a SoW or Purchase Order, unless the relevant SoW or Purchase Order expressly provides that the relevant conflicting clauses of these Conditions are intended to be amended, disapplied or replaced.
    3. AtlasEdge shall not be legally or financially obliged or committed to purchase any goods, equipment, products, hardware, software, services and/or deliverables unless and until AtlasEdge has duly issued (and not revoked prior to acceptance) a Purchase Order relating to such goods, equipment, products, hardware, software, services and/or deliverables and the Supplier has accepted such Purchase Order in accordance with these Conditions (and AtlasEdge’s commitment is limited to the extent of such Purchase Order).
    4. Notice of acceptance or rejection of any proposed Purchase Order shall be provided by the Supplier to AtlasEdge in writing not more than five calendar days after the proposed Purchase Order is received by the Supplier, failing which the Supplier shall be deemed to have accepted such proposed Purchase Order and the Supplier shall be obliged to fulfil the Purchase Order (provided that the Supplier will not have a right of rejection, and a Purchase Order shall be deemed immediately accepted by, and binding on, the Supplier, where the Purchase Order has been issued pursuant to an SoW). Nothing in this clause will prevent the Supplier’s implied acceptance of the Purchase Order and these Conditions by conduct.
    5. AtlasEdge shall have the right, (subject to compliance with the applicable notice period for cancellation, if any, agreed in the relevant SoW), to cancel by written notice to the Supplier any Purchase Order in respect of any undelivered Goods or in respect of any Services or Deliverables not provided or performed at the time of cancellation. The Supplier may invoice for any accepted Goods, Services or Deliverables duly performed and delivered prior to the date of such cancellation.
    6. AtlasEdge shall be solely liable for the performance of its obligations under a Purchase Order and/or SoW and no other AtlasEdge Group member shall have any liability or responsibility in connection with such Purchase Order or SoW.
  3. Delivery.
    1. The date of delivery of Goods and the provision of any Services shall be as specified in the Purchase Order or SoW (and if not specified shall be within a reasonable period of time). Time shall be of the essence where a date of delivery or performance by the Supplier is specified in the Purchase Order or relevant SoW.
    2. Without prejudice to any other rights that AtlasEdge may have, if the Supplier is late with any delivery of Goods or provision of any Services AtlasEdge shall have the right to terminate the Purchase Order and/or relevant SoW (without liability) at any time before delivery of the Goods or provision of the Services and separately, if set out in the Purchase Order or SoW, AtlasEdge shall be entitled to receive payment of liquidated damages, which are a commercially agreed genuine pre-estimate of loss but are not intended to reflect the full extent of such losses.
    3. The Goods shall be delivered by the Supplier, properly packed and secured in accordance with best industry standards and applicable laws and regulations, at its cost and risk DDP (INCOTERMS 2020) to the address specified in the Purchase Order or relevant SoW. The Supplier shall deliver the Goods with all necessary paperwork required by applicable laws and regulations or otherwise reasonably requested by AtlasEdge.
    4. The Supplier shall repair or replace free of charge any Goods damaged or lost in transit and due delivery of the Goods shall not be deemed to have taken place until the replacement Goods have been delivered. AtlasEdge reserves the right to hold such damaged Goods at the Supplier’s risk or to return them at the risk and expense of the Supplier.
    5. The Supplier shall provide reasonable advice, co-operation or assistance in connection with AtlasEdge’s enjoyment of use of Goods, Deliverables or Services provided under the Purchase Order or relevant SoW.
  4. Acceptance.
    1. The Supplier shall allow AtlasEdge to inspect and/or test the Goods, Deliverables or Services before giving acceptance. No final acceptance shall occur (or be deemed to occur) until AtlasEdge confirms the same in writing.
    2. Following the inspection and/or testing of the Goods, Services or Deliverables AtlasEdge shall be entitled to reject any Goods, Services, or Deliverables which do not comply with the standard required or the terms expressed or implied in the Purchase Order or relevant SoW as to quality, quantity, condition, fitness for purpose, description or otherwise. Where Goods are supplied in bulk and only part of such Goods do not comply with the relevant standard, AtlasEdge may reject, at its option, either the entire delivery or that part of the Goods which is found not to comply. Goods, Services or Deliverables so rejected, unless collected by the Supplier, will be returned at the Supplier’s expense and risk.
    3. Without prejudice to any other rights or remedies, if any Goods, Services or Deliverables are rejected by AtlasEdge for non-compliance on two or more occasions, AtlasEdge may terminate the Purchase Order or relevant SoW.
  5. Work on AtlasEdge’s Premises.
    1. Where any Purchase Order or SoW involves work being carried out on or delivery at AtlasEdge’s premises the Supplier and its employees, agents and sub-contractors shall observe all statutory rules and regulations and all of AtlasEdge’s applicable policies, rules and regulations. AtlasEdge may (at its sole discretion) refuse to admit or may order the removal of any person who in its reasonable opinion is not fit to be on the premises.
  6. Price.
    1. The price of the Goods and the Services (including related Deliverables) shall be as stated in the Purchase Order or relevant SoW and, unless otherwise so stated, shall be: (a) exclusive of any applicable value added tax; (b) reflective of DDP (INCOTERMS 2020) referenced in clause 3.3.; (c) inclusive of all other charges and costs (including of packaging, packing, shipping, carriage, insurance and delivery) and of any duties, taxes or levies other than value added tax; and (d) full and exclusive remuneration of the Supplier for performance of its obligations under the Purchase Order and relevant SoW. Where an SoW allows for reimbursement of certain expenses by the Supplier, all such reimbursable expenses must at all times be approved by AtlasEdge in writing in advance and must be supported by receipts included with each invoice. If AtlasEdge is required to make any withholding from amounts payable to the Supplier, AtlasEdge may make such withholding and shall pay to the relevant authority the amount of such withholding. Payment by AtlasEdge to the Supplier of the amount net of such withholding and to the relevant tax authority of the withholding tax shall constitute complete settlement of the relevant sums due.
    2. No increase in the price may be made (whether on account of additional effort, additional or increased material, labour or transport costs, fluctuation in rate of exchange or otherwise) without the parties’ prior agreement in writing.
    3. Each invoice shall: (i) bear the date of the relevant invoicing milestone agreed in the Purchase Order or SoW, or where no such milestone has been agreed, shall bear the date of the last day of the calendar month in which acceptance of the Goods, Services and/or Deliverables by AtlasEdge in accordance with clause 4. occurred (“Acceptance”); (ii) cross refer to the Purchase Order to which it relates; (iii) (where applicable) specify the price per unit, and (iv) specify the amount of VAT and the total amount due. The Supplier may only issue an invoice following completion of the corresponding invoicing milestone agreed in the SoW or Purchase Order or, in absence of agreed invoicing milestones, upon Acceptance of the final Goods and/or Deliverables under the relevant Purchase Order or SoW (subject to receipt of approved timesheets where applicable in respect of Services and/or Deliverables).
    4. Subject to Acceptance, payment of the undisputed price shall be made within 60 days of receipt of the Supplier’s correctly presented invoice, unless a different period is agreed by the Parties in writing; or (ii) a shorter period is notified in writing by AtlasEdge to the Supplier from time to time.
    5. AtlasEdge shall be entitled to set off against the price any sums owed to the AtlasEdge Group by the Supplier.
    6. If payment is late, the defaulting party shall not be in default until it has received a notice of default from the other party in which it is granted a reasonable period for performance of its payment obligations. If payment is still late the defaulting party shall pay to the other (if demanded) interest on any undisputed amount outstanding at the rate of 2% per annum above the current base rate of Barclays Bank plc, for the period from the due date until the date of actual payment.
    7. The Supplier shall not issue any invoice 90 days after the end of the period in which the charges were incurred.
    8. No payment of, or on account of, the price shall constitute any admission by AtlasEdge as to proper performance by the Supplier of its obligations under any Purchase Order or SoW.
  7. Title.
    1. Risk and title in the Goods and Deliverables shall pass to AtlasEdge on due delivery (or, where such Goods and/or Deliverables are subject to acceptance testing on or after delivery, on Acceptance of such Goods and/or Deliverables).
  8. Software Licence.
    1. The Supplier grants to AtlasEdge a non-exclusive, worldwide, royalty free, perpetual (unless a shorter term is specified in the relevant SoW) and irrevocable right to use (by its personnel and agents) any software supplied (together with any updates or new versions to that software), whether on an on-premises, hosted/SaaS or other basis and any associated materials for such purposes as AtlasEdge may require and, where relevant, to sub-license any such item to any member of the AtlasEdge Group and to their respective customers for the purpose of accessing and using AtlasEdge Group’s services. AtlasEdge shall not make any copies or duplicates of any such item (unless reasonably necessary to do so for the above purposes) without the Supplier’s prior written consent, save for backup and archival purposes.
  9. Warranty, Indemnity and Liability.
    1. The Supplier warrants, represents and undertakes to AtlasEdge that (without prejudice to AtlasEdge’s rights and remedies implied by statute and common law):
      1. the Supplier has the corporate power and authority to execute, deliver and perform its obligations under the Purchase Order and has the right to and shall supply all Goods and Deliverables free from any charges, liens or other encumbrances;
      2. all Goods, Deliverables and Services shall correspond with description and other specification supplied or made known to the Supplier and with any sample and comply with all applicable laws and regulatory requirements;
      3. the Goods and Deliverables will be fit for purpose and free from defects in design, material, workmanship and performance and the Services will be performed with reasonable care and skill;
      4. the AtlasEdge Group`s receipt, possession and/or use of the Goods, Services and Deliverables provided by the Supplier (or its subcontractor) shall not infringe any Intellectual Property Rights of any person;
      5. in providing the Goods, Services and/or Deliverables the Supplier will comply with (and will ensure that its and its subcontractors’ personnel comply with) all applicable laws and regulations (including in relation to bribery, corruption, sanctions, embargoes, export controls, health and safety and environmental matters) and will comply with AtlasEdge’s Code of Conduct and Anti-Corruption Policy (as each have been provided to the Supplier); and
      6. neither it nor any of its affiliated entities or subcontractors are subject to any “prohibited parties list” maintained by the U.S. government, the UK or other applicable jurisdiction, or are otherwise subject to, or doing business in countries subject to, prohibitions, sanctions or trade embargoes.
    2. Nothing in these Conditions, the Purchase Order or the relevant SoW excludes or limits:
      1. a party’s liability to the other party for fraud or wilful misconduct or for death or personal injury due to its own negligence or its employees’ or agents’ negligence whilst acting in the course of their employment;
      2. the Supplier’s liability under clause 9.1.(e), clause 13. or under any indemnity given by the Supplier in these Conditions.
    3. Subject always to the provisions of clause 9.2., neither party shall be liable to the other for any type of special, indirect or consequential loss including any loss of profit.
      1. Subject always to the provisions of clauses 9.2. and 9.3., the Supplier’s liability to AtlasEdge, whether in contact or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with each Purchase Order shall not exceed for the relevant Purchase Order in the aggregate the greater of €1 million or 200% (two hundred percent) of the total amounts paid or payable by AtlasEdge to the Supplier under the relevant Purchase Order.
      2. Subject to clauses 9.2. and 9.3, AtlasEdge’s liability to the Supplier or its affiliates whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with each Purchase Order shall not exceed for the relevant Purchase Order 100% (one hundred percent) of the total amounts paid or payable by AtlasEdge to the Supplier under the relevant Purchase Order.
      3. Where multiple Purchase Orders are issued to the Supplier by the same member of the AtlasEdge Group that relate to, and are issued under, the same SoW, then for the purposes of this clause 9.4. the amounts of these Purchase Orders shall be aggregated and treated as being a single Purchase Order.
    4. The Supplier will at all times maintain insurance with a reputable insurance company against all liability under the Purchase Order and shall provide reasonable evidence of such insurance to AtlasEdge on request.
  10. Remedy.
    1. Without prejudice to any other right or remedy, if any Goods, Deliverables or Services are not supplied or performed in accordance with the Purchase Order or relevant SoW, then AtlasEdge shall be entitled, by notice, to require the Supplier to repair the Goods, Services or Deliverables or to supply replacement Goods, Deliverables or Services in accordance with the Purchase Order or relevant SoW within 7 days of such notice or to have them so repaired or re-performed by a third party in which case the Supplier shall reimburse AtlasEdge for all costs and expenses thereby incurred.
  11. Termination.
    1. Either party may terminate the Purchase Order and/or relevant SoW without liability immediately upon notice in writing to the other party if the other party at any time shall become insolvent or become the subject of a winding up order (of any type) or an administration order, or have an administrative receiver appointed (including under the Law of Property Act), or compound with its creditors, enter into a company voluntary arrangement or scheme of arrangement (in any such case other than in connection with liquidation a reconstruction or amalgamation) or is subject to an event that has the equivalent or similar effect to any of the aforementioned events.
    2. Either party may terminate the Purchase Order and/or relevant SoW immediately upon written notice to the other at any time for material breach (i) not capable of remedy, or (ii) if the breach is capable of remedy, it is not remedied within 30 days’ written notice to remedy the same.
    3. AtlasEdge may terminate the Purchase Order and/or relevant SoW at any time by giving not less than 30 days’ written notice to the Supplier, without liability.
    4. On termination or expiry of the Purchase Order or relevant SoW, the Supplier shall return all information or materials made available by or on behalf of AtlasEdge to the Supplier in connection therewith and shall co-operate fully with AtlasEdge to ensure an orderly, efficient and undisruptive as reasonably possible transfer of the Supplier’s obligations to AtlasEdge (or its nominated third party).
  12. Intellectual Property.
    1. Subject to the rest of this clause, neither Party shall acquire any rights to any Intellectual Property Rights owned by the other Party and/or its licensors, whether pre-existing or created during the term of the Purchase Order or relevant SoW.
    2. If during the delivery of the Goods, Deliverables and Services the Parties jointly create new Intellectual Property then the Parties shall agree on the future use of the joint Intellectual Property in a separate agreement.
    3. The Supplier assigns to AtlasEdge with full title guarantee free from encumbrances all present and future Intellectual Property Rights subsisting in or arising in connection with the Deliverables, which are developed by or on behalf of the Supplier specifically for AtlasEdge (“Bespoke AE Developments”) and irrevocably waives any and all moral rights relating to the Bespoke AE Developments under the Copyright Designs and Patents Act 1988 and any equivalent legislation in any part of the world, to the extent permitted by any such legislation.
    4. The Supplier grants to AtlasEdge and other AtlasEdge Group members a world-wide, non-exclusive, perpetual, transferable, sub-licensable, royalty-free and irrevocable licence to use its systems and Intellectual Property Rights to the extent necessary to use the Goods, Services and/or Deliverables.
    5. The Supplier shall indemnify AtlasEdge against all losses, costs, damages and expenses suffered or incurred by any member of the AtlasEdge Group arising from or in connection with any infringement, or allegation or claim of infringement made against any AtlasEdge Group member of any third party’s Intellectual Property Rights in relation to the AtlasEdge Group’s receipt, possession, enjoyment and/or use (as the case may be) of the Goods, Services or Deliverables.
  13. Confidentiality.
    1. All information of a confidential nature imparted by either Party to the other Party in connection with the Purchase Order or relevant SoW, including but not limited to data of or about customers or suppliers, drawings, patterns, raw materials, designs, specifications and any information relating to the technical affairs or business or product plans of either party or its affiliates (“Confidential Information“) shall be treated as proprietary and confidential to the Party disclosing the Confidential Information.
    2. Neither Party shall use or disclose any Confidential Information of the other Party without the other Party’s prior written agreement except:
      1. to the extent necessary to comply with any law or regulation in which event the relevant Party shall so notify the other as promptly as reasonably practicable and shall seek confidential treatment of such information;
      2. to its auditors, legal advisers and other professional advisers provided that it ensures that such persons maintain such confidentiality;
      3. in order to enforce and enjoy its rights under the Purchase Order or relevant SoW; or
      4. in the case of AtlasEdge, to any prospective purchaser of all or part of the AtlasEdge Group provided that such person (i) enters into a confidentiality agreement; and (ii) only uses the information in connection with its evaluation of such purchase.
    3. The provisions of clause 13.2. shall not apply to:
      1. any information in the public domain otherwise than by breach of these Conditions;
      2. information obtained from a third party who is free to divulge the same;
      3. information that was already known to the receiving Party prior to disclosure under the Purchase Order or relevant SoW and was not previously acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use towards the disclosing Party; or
      4. information that can be shown by documentary evidence to have been created by one Party independently from work under the Purchase Order or relevant SoW.
  14. IT Security, AE Data and Data Security, Data Protection.
    1. The Supplier shall comply with the data and security provisions set out in the Schedule to these Conditions (and such Schedule forms part of, and shall has effect as if set out in, these Conditions).
  15. Miscellaneous.
    1. The Supplier will not without the prior written consent of AtlasEdge in any way whatsoever advertise or publish the fact that the Supplier has entered into the Purchase Order or relevant SoW or contracted to supply any Goods, Services or Deliverables to any AtlasEdge Group company.
    2. The Purchase Order and any relevant SoW is personal to the Supplier and the Supplier shall not transfer, assign, novate, subcontract or otherwise dispose of any of their rights or obligations under the Purchase Order or relevant SoW without the prior written consent of AtlasEdge.
    3. At the request of AtlasEdge, the Supplier shall execute all deeds and other documents required to effect any transfer, assignment, novation or disposal of all or any of AtlasEdge’s rights and obligations under the Purchase Order and/or relevant SoW to another member of the AtlasEdge Group or to any purchaser of a business undertaking of the AtlasEdge Group to which the Purchase Order or relevant SoW relates.
    4. Any notice required or permitted to be given by either party to the other under the Purchase Order or relevant SoW shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    5. The exercise or waiver, in whole or in part, of any right, remedy, or duty provided for in the Purchase Order or relevant SoW will not constitute the waiver of any prior, concurrent or subsequent right, remedy, or duty within the Purchase Order or relevant SoW. No single or partial exercise of any right, power, privilege or remedy under the Purchase Order or relevant SoW shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
    6. If any provision of the Purchase Order or relevant SoW is held by any court or competent authority to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of the Purchase Order or relevant SoW in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of the Purchase Order or relevant SoW in any other jurisdiction shall not be affected. In these circumstances, the parties shall meet to discuss the affected provisions and shall substitute a lawful and enforceable provision which so far as possible results in the same economic effects.
    7. The Purchase Order or relevant SoW does not create any right or benefit enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999) except that except that any right or benefit conferred by a Purchase Order or relevant SoW on AtlasEdge may be enforced by other members of the AtlasEdge Group in addition to AtlasEdge although the consent of such other members is not required for the Parties to vary or terminate such Purchase Order or relevant SoW.
    8. The Purchase Order and any relevant SoW, together with any documents referred to in either of them, constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
    9. Each Party acknowledges that it has not been induced to enter into the Purchase Order or relevant SoW by any representation or warranty other than those contained in the Purchase Order or relevant SoW and, having negotiated and freely entered into the Purchase Order or relevant SoW, agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud.
    10. The rights, powers, privileges and remedies provided in the Purchase Order or relevant SoW are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.
    11. At any time after the date hereof each of the Parties shall, at the request and cost of another Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of the Purchase Order or relevant SoW.
    12. Subject to any express provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Purchase Order or relevant SoW and in carrying out any related due diligence.
    13. The Parties acknowledge that the Supplier is an independent contractor of AtlasEdge and the Supplier’s employees or employees of its agents or sub-contractors are not employees of AtlasEdge. Each party is responsible for the management, direction, control, supervision, and compensation of its own employees, agents or sub-contractors. Nothing in these Conditions, any Purchase Order or any relevant SoW shall be construed as creating a partnership between the Parties or as authorising any Party to act as agent for the other. The Parties shall not pledge the credit of or make any promises on behalf of the other unless the same shall have been expressly authorised in writing by the other Party.
    14. Each Purchase Order or relevant SoW constitutes a contract for the provision of services and not a contract of employment and to the extent that the Supplier engages contractors in the provision of the Services under this Purchase Order or relevant SoW the Supplier confirms that it is responsible for all off-payroll workers’ obligations. Accordingly the Supplier shall be fully responsible for and shall indemnify AtlasEdge for and in respect of:
      1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim (including any associated or connected costs, expenses, penalties, fines or interest incurred or payable by any AtlasEdge Group member) arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law; and
      2. any liability howsoever arising from any employment-related claim or arising from any claim based on worker status (including reasonable costs and expenses) brought by the Supplier or any its employees, agents or sub-contractors against any AtlasEdge Group member arising out of or in connection with the provision of the Services.
    15. The Supplier shall maintain all reports, records and other documents relating to performance of the Purchase Order or relevant SoW and prices payable under it and shall allow AtlasEdge access to all such documents at all reasonable times. AtlasEdge shall have the right to audit the Supplier remotely or at the Supplier’s premises on reasonable notice to ensure compliance with the Purchase Order or relevant SoW (including the Supplier’s obligations in clauses 9.1.(e) and (g)). If so requested, the Supplier shall provide details of any independent environmental certifications (for example ISO 14001) that it has received.
    16. The Supplier shall ensure no conflict of interest arises between the interests of AtlasEdge and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify AtlasEdge of any potential conflict and follow AtlasEdge’s reasonable instructions to avoid it or bring it to an end. AtlasEdge may terminate the Purchase Order or relevant SoW where such conflict is not ended or mitigated to its satisfaction.
    17. The Supplier shall provide free of charge documentation, manuals or user guides necessary to (as appropriate) duly install, operate and maintain the Goods and/or Deliverables.
    18. These Conditions and any Purchase Order or relevant SoW issued under them (and any non-contractual obligations arising from or connected with them) shall be governed by, and construed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English courts.
    19. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Conditions or any Purchase Order or relevant SoW issued under them.
    20. No variation of these Conditions shall be effective unless expressly stipulated and agreed in writing.
    21. Neither party is liable to the other as a result of any failure to perform its obligations under a Purchase Order or SoW if and to the extent that such failure is caused by a Force Majeure Event. Each party whose performance is affected by a Force Majeure Event shall: (A) promptly notify the other of the occurrence of a Force Majeure Event including the nature, extent, effect and likely duration; and (B) use all reasonable endeavours to remedy or mitigate the effect of the Force Majeure Event. AtlasEdge shall not be required to pay any amounts to the Supplier to the extent it does not receive the benefit of Goods, Deliverables and/or Services as a result of the Force Majeure Event. If a Force Majeure Event prevents the Supplier from performing any of its obligations for more than 30 (thirty) days, AtlasEdge may terminate the Purchase Order or SoW or the affected part thereof immediately by notice to the Supplier.

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