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GENERAL TERMS AND CONDITIONS FOR SUPPLY OF PROFESSIONAL SERVICES




POLICY PAGES

 * Affiliates
 * Connectis CMC General Terms and Conditions
 * Corporate Policy / Legal Disclaimer
 * Gender Gap Reporting
 * General Terms and Conditions for Supply of Professional Services
 * Global Code of Business Conduct
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 * Corporate Policy / Legal Disclaimer
 * Gender Gap Reporting
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 * Statement on Modern Day Slavery
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Unless otherwise agreed in writing and signed by a statutory Director of
Connectis (“Connectis”) any Professional Services set out in a Quotation/Work
Order or other applicable agreement and/or provided by Connectis to the Customer
shall be provided pursuant to the following terms and conditions (this
“Agreement”).

1/ DEFINITIONS

In this Agreement, unless the context otherwise requires, the following
expressions shall have the following meanings:
a) “Acceptance Criteria” means any criteria for acceptance by Customer of the
Professional Services and//or Deliverable as set out in a Work Order;
b) “Agreement” means these terms and conditions, as may be varied by a Work
Order;
c) “Change Control Note” means a written agreement to change any part of this
Agreement as part of an agreed change control process signed by the authorised
signatories of each party;
d) “Charges” means the charges for the Professional Services as specified in the
Work Order and/or Quotation;
e) “Customer” means the party purchasing the Professional Services from
Connectis
f) “Deliverables” are defined in clause 13a);
g) “Expenses” means any travel or subsistence expenses that become payable to
the Personnel by Connectis, in accordance with the relevant Work Order, whilst
undertaking the Professional Services;
h) “Locations” are the premises as detailed in the Work Order and such other
premises as may be agreed in writing from time to time;
i) “Personnel” means any individual, including employees of a third party,
provided by Connectis to Customer to perform the Professional Services;
j) “Professional Services” means the work undertaken, and expertise provided by,
the Personnel as specified in a Work Order.
k) “Quotation” means a quotation from Connectis in respect of a Work Order,
capable of acceptance by Customer.
l) “Work Order” means specification of work to be performed by Connectis,
subject to acceptance of Connectis’ Quotation by Customer.

2/ COMMENCEMENT AND TERM

a) This Agreement will come into effect on the earlier of (a) the date in which
the Customer accepts a Quotation; or (b) the date in which Connectis start to
deliver the Professional Services (the “Commencement Date”) and shall run until
all the Professional Services have been provided, or the Agreement is terminated
pursuant to clause 10.

3/ CUSTOMER’S OBLIGATIONS

During the term of this Agreement Customer agrees as follows:
a) From time to time, to issue Work Orders requesting Quotations from Connectis
in respect of Professional Services. For the avoidance of doubt, Customer shall
be under no obligation to (i) issue Work Orders, or (ii) use Connectis for the
provision of Professional Services, or (iii) to accept any Quotation provided by
Connectis.
b) Where Customer accepts a Quotation from Connectis, to issue purchase orders
referencing the Agreemen to Connectis in respect of the Professional Services to
be provided;
c) To reimburse Connectis for such Expenses as may be specified in the Work
Order. For the avoidance of doubt, where Expenses are not specified in a Work
Order or an accepted Quotation, Customer shall be under no obligation to
reimburse Connectis;
d) To furnish the Personnel with such information and documents as are available
to Customer and as the Personnel may reasonably request for the proper
performance of the Professional Services;
e) To provide the Personnel, at no cost to Connectis, with access to the
Locations and a safe and secure workplace and such facilities (including, but
not limited to, desks, storage, PCs/Laptops, properly licensed software,
printing facilities, telephones, fax facilities and network access) as the
Personnel may reasonably require while at the Locations;
f) To provide such environments, facilities and staff as may be specified in the
Work Order and to use all reasonable endeavours to ensure that any dependencies
specified in the Work Order are met.
g) Customer shall be solely responsible for the management of any timetable for
the delivery of the Professional Services, and (unless the Work Order specifies
otherwise) for the implementation of any resultant Deliverables in which the
Personnel were involved in the performance of the Professional Services
hereunder.

4/ CONNECTIS’ OBLIGATIONS

During the term of this Agreement Connectis agrees as follows:
a) Connectis undertakes to respond in a timely manner to Work Orders provided by
Customer with Quotations. For the avoidance of doubt, Connectis shall be under
no obligation to provide a Quotation in respect of any Work Order, but shall
notify Customer as soon as practicable if it declines to do so.
b) Connectis undertakes to provide the Personnel to perform the Professional
Services as specified in each Work Order for which a Quotation has been provided
and Customer has accepted.
c) As and when reasonably required to do so, Connectis shall provide the
necessary evidence to Customer to show that the standards of training relevant
to the Professional Services are of the standard required by Customer and all
relevant legislation and regulations.
d) Connectis shall bear sole responsibility for payment of the salaries or other
remuneration to the Personnel. Connectis shall be solely responsible for any
health or disability insurance, retirement benefits, or other welfare or pension
benefits (if any) to which such Personnel may be entitled. Connectis agrees to
defend, indemnify, and hold harmless Customer from and against any claims,
liabilities or expenses relating to such remuneration, tax, national insurance,
or benefits provided that Customer shall promptly notify Connectis of any such
claim when and as it comes to Customer’s attention, co-operate with Connectis in
the defence and resolution of such claim and not settle or otherwise dispose of
such claim without Connectis’ prior written consent.
e) The Personnel shall not, at any time, be deemed to be employed by Customer,
and Connectis shall be responsible for claims relating to the Personnel.
f) The Personnel shall adhere to security and safety procedures as reasonably
instructed by Customer or Customer’s customer during the delivery of the
Professional Service at the Locations.
g) Connectis shall use reasonable endeavours to perform the Professional
Services in accordance with any agreed timetable set out in the Work Order.

5/ PAYMENT AND CREDIT

a) Unless otherwise agreed in writing, Connectis shall invoice for the Charges
and Expenses (if any) monthly in arrears, providing also such additional
documentation, such as timesheets, as may be agreed by the parties from time to
time or specified in the Work Order.
b) Invoices shall be paid within thirty (30) days of the date of invoice.
c) If Customer fails to make payment when due, then Connectis may charge
Customer interest on such overdue amounts at the rate and in the manner provided
by the Late Payment of Commercial Debts (Interest) Act 1998, on amounts
outstanding until the date of actual receipt by Connectis, together with its
costs of enforcing its right to payment. Connectis shall not suspend or
terminate the provision of any or all of the Professional Services under the
Agreement as a result of late payment.
d) The parties agree that, where required in a Work Order, the signature of time
sheets by Customer shall demonstrate acceptance of the Professional Services
referred to in such time sheets. Upon acceptance of the Professional Services,
Connectis shall be deemed to have discharged all of its obligations under this
Agreement and Connectis shall have no further liability whatsoever except for
such liabilities as may be expressly provided herein as continuing thereafter.

6/ TAXES

a) All prices or charges stated or referred to in this Agreement are exclusive
of value added tax, which shall be charged in addition at the rate ruling at the
tax point.

7/ INTELLECTUAL PROPERTY

a) Connectis will indemnify Customer against all liabilities arising from a
claim of infringement of any intellectual property rights of a third party
caused by any act, or omission, of Connectis directly relating to the execution
of its obligations under the Agreement. This indemnity shall be subject to
Connectis’ right to control all acts and deeds of Customer pursuant to any such
claim and to appoint, on behalf of Customer, counsel, or other legal advisors to
defend such proceedings and to direct Customer to take, at Connectis’ expense,
all such steps in respect of any such proceedings as Connectis may require,
including the negotiation of any settlement in relation to any such proceedings.
b) Alternatively, if such a claim is made, Customer agrees that Connectis shall
have the right, at its option and its own expense, to either:

i) modify any aspect of the Professional Services or a Deliverable so it does
not infringe; and/or
ii) replace any aspect of the Professional Services or a Deliverable with
comparable and non-infringing components; or
iii) procure for Customer the right for Customer to continue its use of any
infringing Professional Services or Deliverable.

c) Connectis shall have no liability in respect of claims for infringement of
any intellectual property rights of a third party arising from the execution of
its obligations under the Agreement in accordance with Customer’s designs,
plans, specifications, or specific instructions. Customer shall indemnify
Connectis against all liabilities arising from such claims.
d) Customer will indemnify Connectis against all liabilities arising from a
claim of infringement of any intellectual property rights of a third party
caused by any act, or omission, of Customer. This indemnity shall be subject to
Customer’s right to control all acts and deeds of Connectis pursuant to any such
claim and to appoint, on behalf of Connectis, counsel, or other legal advisors
to defend such proceedings and to direct Connectis to take, at Customer’s
expense, all such steps in respect of any such proceedings as Customer may
require, including the negotiation of any settlement in relation to any such
proceedings.
e) Alternatively, if such a claim is made, Connectis agrees that Customer shall
have the right, at its option and its own expense, to either:

i) modify the cause of the infringement so it does not infringe; or
ii) replace any aspect of infringing components with comparable and
non-infringing components; or
iii) procure for Connectis the right for Connectis to continue its use of any
infringing components.

f) Customer shall have no liability in respect of claims for infringement of any
intellectual property rights of a third party arising from the execution of its
obligations under the Agreement in accordance with Connectis’ designs, plans,
specifications, or specific instructions. Connectis shall indemnify Customer
against all liabilities arising from such claims.
g) Connectis shall assign to Customer with full title the intellectual property
rights vesting in any Deliverable created pursuant to a Work Order.subject to
payment in full of any Charges or Expenses due to Connectis.

8/ CONFIDENTIAL INFORMATION

a) Each party agrees to maintain in confidence and not to disclose, reproduce or
copy any materials, documentation, or specifications, which are provided by the
other party hereunder. Each party shall take all reasonable steps to ensure that
its employees, contractors and agents are bound by the same obligations and that
such obligations endure beyond any termination of contracts of employment or
other contracts.

9/ WARRANTIES

a) Connectis warrants that it will use all reasonable skill and care in carrying
out the Professional Services
b) Connectis warrants that (i) it has the power and has taken all actions
necessary to enter into this Agreement, and (ii) that it has in place and shall
maintain all rights, licences, consents and permits required to perform the
Professional Services in accordance with all applicable laws.
c) Customer agrees and accepts that the express obligations and warranties made
by Connectis in this Agreement are in lieu of and to the exclusion (so far as
permitted by applicable law) of any other warranty, condition, term, undertaking
or representation of any kind, (excluding always any fraudulent
misrepresentations) express or implied, statutory or otherwise relating to the
Professional Services provided under or in connection with this Agreement,
including (without limitation) those as to the condition, quality and
performance of Professional Services

10/ TERMINATION

10.1 Either party may terminate this Agreement upon thirty (30) days’ written
notice without liability, save that any Work Orders then in effect shall remain
in force until terminated.
10.2 Either party shall have the right, without prejudice to any other remedies,
at any time by giving notice in writing to the other party to terminate
forthwith this Agreement and all Work Orders then in force in any of the
following events:
a) If a party commits any other breach of any of the terms and conditions of
this Agreement provided that if the breach in question is one which the
breaching party can effectively remedy then the said notice of termination shall
not be effective to terminate this Agreement unless the breaching party fails
within thirty (30) days of the date of such notice effectively to remedy the
breach complained of, or;
b) If a party ceases to carry on business or a substantial part thereof, commits
an act of bankruptcy or is adjudicated bankrupt or enters into liquidation
whether compulsory or voluntary other than for the purposes of amalgamation or
reconstruction or compounds with its creditors generally or has a receiver or
manager appointed over all or any part of its assets or suffers execution or
distress or takes or suffers any similar action in consequence of debt or
becomes unable to pay its debts as they fall due.

11/ LIMITS OF LIABILITY

a) Subject to clause 11b), neither party will be liable for:

i) any indirect, consequential, incidental, special, exemplary or punitive
damages, costs or expenses; or
ii) any losses of production, losses caused by delay or corruption to data, loss
of profits, revenue, contracts, goodwill or anticipated savings, or loss of
operational or management time of any kind whatever and however caused, and
whether based on an action or claim in contract, tort (including negligence),
breach of statutory duty or otherwise, and even if foreseeable or suffered in
circumstances where the party has been advised of the possibility of such
losses; or
iii) any losses, costs or damages claimed under or in connection with the
Agreement, where such claim is not notified to the other party within two years
of the occurrence of the breach or circumstances giving rise to the claim or (if
later) such time as the party should reasonably have become aware of the facts
constituting such breach or circumstances.

b) Nothing in this Agreement shall limit either party’s liability for:

i) losses, liability for which may not be otherwise limited or excluded under
applicable law;
ii) fraud and fraudulent misrepresentation;
iii) death or personal injury caused by the negligence of either party, its
employees, agents or sub-contractors in the course of their engagement under the
Agreement; and
iv) losses recoverable under Part I of the Consumer Protection Act 1987.

c) Connectis’ liability for physical damage to or loss of tangible property of
Customer or Customer’s customers to the extent it results from the negligence of
Connectis, its employees, agents or sub-contractors within the course of their
engagement under the Agreement shall be limited to one million pounds
(£1,000,000) in respect of each incident or series of connected incidents.
d) Except as set out in clause 11c) and subject to clause 11b), Connectis’ total
aggregate liability to Customer whether based on an action in contract, tort
(including negligence), breach of statutory duty or otherwise, arising out of or
in connection with the Agreement will be limited to, in any one calendar year,
the one hundred and twelve and a half percent (112.5%) of the aggregate amount
actually paid by Customer for the Professional Services provided under the
Agreement during that calendar year (excluding value added tax).
e) The parties acknowledges and agrees that the limitations of liability and
allocations of risk contained in this clause have been considered and determined
by the parties to be reasonable limitations and are reflected in the level of
Charges for the Professional Services.

12/ INSURANCE

a) Connectis will maintain during the term of this Agreement such insurance
policies as are consistent with the extent of the liabilities assumed by
Connectis under this Agreement.
b) Connectis will upon request provide evidence that the insurance policies
maintained under this clause 12 are in force.

13/ ACCEPTANCE

a) The Work Order and/or Quotation shall describe, as appropriate, the
Professional Services to be performed by Connectis, the tangible work product
resulting from the delivery of the Professional Services (the “Deliverables”),
the projected schedule for performance of the Services or completion of the
Deliverables, any applicable acceptance criteria for any Deliverables, the
Charges to be paid by Customer and the payment schedule, and will be subject to
the terms and conditions of this Agreement.
b) Acceptance of the Deliverables (if any) will occur upon the earlier of:

i) successful completion of acceptance tests which demonstrate the compliance in
all material respects of the Deliverables with the Acceptance Criteria as
provided in the acceptance procedures set forth in the attached Statement of
Work.; or;
ii) Customer’s use of the Deliverables for any purpose other than acceptance
testing. Customer hereby acknowledges and agrees that the availability,
operation, performance or functionality of any hardware, software, services or
systems which may interface with, otherwise affect or be affected in any way by
all or any part of the Deliverables shall be disregarded for the purposes of,
and shall not in any way affect, delay or prevent Acceptance.

c) Acceptance of Professional Services (which are not Deliverables) will occur
upon Connectis’ performance of such Professional Services. Connectis will
provide notice to Customer when the Deliverables are ready for acceptance.
d) Upon acceptance as set out above, Connectis shall be deemed to have
discharged all of its obligations under this Agreement and Connectis shall have
no further liability whatsoever except for such liabilities as may be expressly
provided herein as continuing thereafter.

14/ NOTICES

a) All notices to be given shall be in writing and shall be sent out to the
respective addresses of Customer and Connectis set out in the Work Order or the
registered office of the company to be served.

15/ NON-SOLICITATION

a) Each party agrees not to solicit the employees, or the subcontractors, of the
other, whether as an employee or in any other capacity, during the term of this
Agreement and for a period of six months after its expiry or termination.
b) The restriction in clause 15a) shall not apply to offers of employment or
engagement made further to a good faith response to an openly advertised job
vacancy.
c) A party in breach of the terms of this clause shall pay to the other by way
of liquidated damages a sum equal to the annual salary of the employee
concerned.

16/ ETHICAL BEHAVIOUR

a) Each party shall and shall procure that its officers, employees, agents and
service providers shall:

i) comply with all applicable anti-corruption laws including but not limited to
the Bribery Act 2010 as amended (“Anti-Corruption Laws”); and
ii) not, directly or indirectly, either in private business dealings or in
dealings with the public sector, offer, promise or give (or agree to offer,
promise or give) any financial or other advantage with respect to any matters
which are the subject of any agreement between the parties and/or for either
party to obtain any benefit from the other party which would violate any
Anti-Corruption Laws.

b) If either party becomes aware of any breach or suspected breach of this
clause 16, that party shall promptly notify the other party and the
non-breaching party may immediately suspend operation of all or part of this
Agreement by giving written notice to the other party, pending an investigation
into the breach or suspected breach. Each party shall assist the other party in
any such investigation, including by providing access to relevant personnel,
documents and systems.
c) If, in the reasonable opinion of the non-breaching party, the breach of this
clause 16 was directly ordered or authorised by the breaching party, or the
breaching party otherwise failed to take reasonable action that would have
prevented a breach of the obligations in this clause 16, the non-breaching party
may immediately terminate any or all agreements between the parties by giving
written notice to the other party.

17/ MISCELLANEOUS

a) This Agreement is not assignable by either party without the prior written
consent of the other party, any such attempted assignment shall be void.
b) This Agreement and the terms and conditions contained herein can only be
modified by a Change Control Note or a written agreement signed by duly
authorised representatives of both parties. Where a Work Order includes
additions or variations to this Agreement, these shall only apply to that Work
Order during its term.
c) The parties hereto agree that the terms, conditions, and Charges contained
herein will prevail notwithstanding any conflicting or additional terms on any
Quotations, purchase orders or other notifications submitted by Connectis.
d) No failure to exercise, and no delay in exercising, on the part of either
party, any right, power or privilege hereunder will operate as a waiver thereof,
nor will any single or partial exercise of any right, power or privilege
hereunder preclude further exercise of the same right or the exercise of any
right hereunder.
e) The invalidity or unenforceability for any reason of any part of these terms
and conditions shall not prejudice the continuation in force of the remainder of
the terms and conditions.
f) This Agreement shall be deemed to have been made in, and shall be construed
in accordance to the laws of England.
g) No liability shall attach to Connectis, its agents or employees, in respect
of any representations, other than fraudulent misrepresentations, made or advice
given unless confirmed in writing by Connectis.
h) Neither party shall be liable to the other for any delay in or failure to
perform its obligations hereunder (other than a payment of money) provided that
such delay or failure is due to causes beyond its reasonable control.
i) The parties do not intend any term of this Agreement to confer rights on a
person who is not a party to this Agreement, by virtue of the Contracts (Rights
of Third Parties) Act 1999.
j) Customer acknowledges that it has read these terms and conditions and
understands and agrees to be bound by them. Customer further agrees that the
Agreement is the complete and exclusive statement of the mutual understanding of
the parties and supersedes and cancels all previous written and oral agreements
and communications relating to the subject matter.



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