1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following definitions apply:

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

"Applicable Laws" means as applicable from time to time all laws, statutes, statutory instruments, regulations, by-laws, rules, guidance, subordinate legislation, industry code, guidance, policy or standard insofar as these relate to the Deliverables;

"Best Industry Practice" means the exercise of highest degree of professionalism, care, skill, diligence, prudence and foresight which would be expected from an internationally recognised and market leading company engaged in the same type of activity under the same or similar circumstances as those applicable to this Contract;

"Conditions" means Enva’s terms and conditions of purchase set out in this document;

"Confidential Information" means any information in whatever form which is confidential in nature (whether designated orally or in writing by Enva or an Enva Affiliate as confidential or which may reasonably be considered by a business person to be commercially sensitive) provided by Enva or an Enva Affiliate (directly or indirectly) to the Supplier (or any of its officers, directors, employees, consultants, subcontractors, professional advisers or Affiliates) before or after the date of the Contract, including information relating to Enva or an Enva Affiliate's business, operations, processes, specifications, know-how, trade secrets, supply chain, plans, strategies, finances, customers or business affairs and any other information reasonably regarded as confidential by a reasonable business person;

"Contract" means the agreement between Enva and the Supplier for the sale and purchase of the Goods and/or Services incorporating these Conditions and the Order;

"Control" has the meaning given to it in section 1124 of the Corporation Tax Act 2010;

"Deliverables" means the Goods or Services (or both as the case may be);

"Enva" means the relevant Enva group company as set out in the Order;

"Goods" means the goods and other physical materials set out in the Order and to be supplied by the Supplier to Enva;

"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; (v) to which the relevant party is or may be entitled; and (vi) in whichever part of the world existing;

"Order" means Enva's order for the Deliverables as set out in Enva's relevant order form;

"Price" means the price for the Deliverables as set out in the Order;

"Services" means the services set out in the and to be supplied by the Supplier to Enva;

"Specification" means the description or specification of the Deliverables set out or referred to in the Order; 

"Supplier" means the business entity who supplies the Deliverables to Enva and whose details are set out in the Order;

"Term" means the term (if any) as set out in the Order;

"VAT" means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the supply of the Deliverables.

"Warranty Period" means a period of 12 months from acceptance of the Deliverables or any other warranty period as set out in the Order.

1.2  A reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any).

1.3 A reference to a ‘party’ means either Enva or the Supplier includes that party’s personal representatives, successors and permitted assigns.

1.4 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.5 A reference to a gender includes each other gender and words in the singular include the plural and vice versa.

1.6 Any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.

1.7 A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.

1.8 Any reference to a statute, statutory provision or statutory instrument (and any terms defined in such) includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it (including the equivalent terms defined in such) as may be from time to time amended, consolidated or re-enacted.

2. APPLICATION OF THESE CONDITIONS

2.1 These Conditions (or any updated version notified to the Supplier by Enva (from time to time)) apply to and form part of the Contract between the Supplier and Enva. They supersede any previously issued terms and conditions governing the supply of Deliverables. No terms or conditions endorsed on, delivered with, or contained in the Supplier's quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract. 

2.2 Each Order by Enva to the Supplier shall be an offer to purchase Deliverables subject to these Conditions.

2.3 An Order may be withdrawn or amended by Enva at any time before acceptance by the Supplier.

2.4 Acceptance of an Order by the Supplier shall take place when it is expressly accepted or by any other conduct of the Supplier which Enva reasonably considers is consistent with acceptance of the Order.

3. SUPPLIER OBLIGATIONS AND WARRANTY

3.1 The Supplier shall supply the Deliverables:  

3.1.1 in accordance with Best Industry Practice; 

3.1.2 in accordance with any Specification; 

3.1.3 in compliance with all Applicable Laws;

3.1.4 to achieve any milestones, milestone dates and service levels contained in the Order. 

3.2 The Supplier warrants and represents that for the Warranty Period the Deliverables shall:

3.2.1 conform to any sample, their description and to the Specification;

3.2.2 be free from defects in design, material and workmanship;

3.2.3 comply with all Applicable Laws and Best Industry Practice; and

3.2.4 be fit for purpose and any purpose held out by the Supplier and set out in the Order and as otherwise required to meet Enva's needs. 

3.3 The Supplier warrants and represents that:

3.3.1 Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; 

3.3.2 Services shall be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and 

3.3.3 it understands Enva's business and needs. 

3.4 The Supplier agrees that the approval by Enva of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause.

3.5 The Supplier shall comply with all reasonable requests of Enva in relation to the Supplier's supply of the Deliverables. 

3.6 The Supplier shall keep Enva informed of the progress of the supply of the Deliverables and promptly inform Enva of any potential delay or problem concerning the Deliverable together with its proposals to mitigate such delay. 

3.7 Enva may reject any Deliverables that do not comply with clauses 3.2 or 3.3 and the Supplier shall, at Enva's option, promptly remedy, repair, replace, correct, re-perform or refund the price of any such Deliverables provided that Enva serves a written notice on the Supplier within the Warranty Period that some or all of the Deliverables do not comply with clauses 3.2 or 3.3. Enva shall be entitled to exercise its rights under this clause 3.7 regardless of whether the Deliverables have been accepted under clause 7 and notwithstanding that the Deliverables were not rejected following an initial inspection (if any) under clause 7. 

3.8 The provisions of these Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or re-performed with effect from the date of the delivery or performance of the remedied, repaired, replaced, corrected or re-performed Deliverables.

3.9 Enva's rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in the Supply of Goods and Services Act 1982, s 12 to 16 and the Sale of Goods Act 1979, s 13 to 15.

4. PRICE AND PAYMENT

4.1 No increase in the Price may be made after the Order is placed. 

4.2 Unless set out otherwise in the Order, the Price is inclusive of all of the Supplier’s costs and expenses incurred in supplying the Deliverables (including packaging, delivery, unloading and unpacking).

4.3 All payments required to be made under the Contract are exclusive of VAT which, if applicable, will be paid in addition at the rates prevailing from time to time on receipt of a valid VAT invoice.

4.4 All taxes, charges, levies, assessments and other fees of any kind imposed on the acceptance, import or carriage of the Deliverables shall be the responsibility of, and for the account of, the Supplier. 

4.5 The Supplier shall invoice Enva for:

4.5.1 Goods: no sooner than completion of delivery of the Goods or, if later, Enva's acceptance of the Goods; and

4.5.2 Services: no sooner than completion of performance of the Services or, if later, Enva's acceptance of the Services. 

4.6 Enva shall pay each validly submitted invoice in accordance with the payment terms as set out in the Order.

4.7 Any amount that Enva owes to the Supplier under the Contract or otherwise may be set off from any amount due to Enva under the Contract or otherwise.  

4.8 Time of payment is not of the essence. 

4.9 Where sums due under the Contract are not paid in full by the due date Enva shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of [two] per cent per annum above [the Official Bank Rate from time to time of the Bank of England]. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. This clause 4.9 shall not apply to any amounts disputed by Enva in good faith.

5. CANCELLATION

5.1 Enva shall have the right to cancel an Order for Deliverables or for any part of the Deliverables which have not yet been delivered to Enva (in the case of Goods) or performed for Enva (in the case of Services).

5.2 In relation to any Order cancelled or part-cancelled under clause 5.1, Enva shall pay the Supplier:

5.2.1 in respect of any Goods: for that part of the Price which relates to the Goods which at the time of cancellation have been: (i) delivered to; (ii) manufactured and ready for delivery to; or (iii) in transit to, Enva, together with the reasonable costs of materials (if any) which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to the Supplier’s supplier of those materials for a refund; and

5.2.2 in respect of any Services:  the reasonable costs of materials (if any) which the Supplier has purchased to fulfil the Order for the Services which cannot be used for other orders or be returned to the Supplier’s supplier of those materials for a refund.

6. DELIVERY AND PERFORMANCE 

6.1 The Goods shall be delivered by the Supplier to the delivery address specified by Enva and on the date(s) specified in the Order. The Goods shall be deemed delivered by the Supplier only on completion of unloading of the Goods at the relevant delivery address.

6.2 The Services shall be performed by the Supplier on the date(s) specified in the Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services.

6.3 The Deliverables shall not be delivered by or performed in instalments unless otherwise agreed by Enva.

6.4 Time of delivery or performance (as the case may be) is of the essence, including in relation to any milestone dates specified in an Order.

6.5 If the Supplier fails to deliver any of the Goods or perform any of the Services by the date specified in the Order, Enva shall (without prejudice to its other rights and remedies) be entitled at its sole discretion:

6.5.1 to terminate the Contract in whole or in part; and/or

6.5.2 to purchase the same or similar Deliverables from a supplier other than the Supplier; and/or

6.5.3 to recover from the Supplier all costs and losses resulting to Enva, including the amount by which the price payable by Enva to acquire those Deliverables from another supplier exceeds the price payable under the Contract and any loss of profit.

6.6 The Supplier shall (and shall ensure that any subcontractors shall) comply with any site requirements made known to it by Enva or otherwise set out in the Order when delivering Goods or performing Services. 

6.7 The Supplier shall ensure that each delivery of Deliverables shall be accompanied by a delivery note stating:

6.7.1 the date of the Order;

6.7.2 the relevant Enva and Supplier details;

6.7.3 any special instructions, handling and other requests; 

6.7.4 if Services: the category, type and quantity of Services performed;

6.7.5 if Goods:

(a) the product numbers and type and quantity of Goods in the consignment;

(b) whether any packaging material is to be returned, in which case Enva shall, after the Goods are unpacked, make them available for collection by the Supplier at the Supplier’s expense.

7. ACCEPTANCE, INSPECTION AND REJECTION

7.1 Enva shall not have accepted, or be deemed to have accepted, the Deliverables until each of the following have been completed:

7.1.1 Goods: the Goods have been delivered to and unloaded at Enva's specified delivery address, or if it is agreed in the Order that Enva shall collect the Goods from the Supplier's site, the Goods have been loaded onto a vehicle provided by or on behalf of Enva; 

7.1.2 Services: the Services have been fully performed; and

7.1.3 Enva has notified the Supplier in writing that the Deliverables have been delivered or performed (as the case may be) in full compliance with the terms and conditions of the Contract. 

7.2 Enva shall be entitled to reject any Deliverables which are not in full compliance with the terms and conditions of the Contract. Any acceptance of defective, late or incomplete Deliverables or any payment made in respect thereof, shall not constitute a waiver of any of Enva's rights and remedies, including its right to reject.

7.3 Enva may require acceptance tests to be performed or to be carried out, at Enva's option, either by Enva or the Supplier, and the results of the tests shall be made available to Enva.

7.4 Enva may inspect and test the Deliverables during performance or during manufacture or processing prior to despatch, and the Supplier shall provide Enva with all facilities reasonably required.

7.5 Any inspection or testing of the Deliverables shall not be deemed to be acceptance of the Deliverables or a waiver of any of Enva's rights and remedies, including its right to reject.

7.6 Any rejected Goods shall be collected by the Supplier (at the Supplier's cost and risk) as soon as possible and in any event within [7] days of Enva notifying the Supplier that a delivery has been rejected. Enva is entitled to charge the Supplier a reasonable charge for storing any rejected Goods. Thereafter, Enva shall be entitled to dispose of the Goods (or any part thereof) and charge the Supplier the costs, taxes, fees or charges for such disposal. The Supplier shall settle any such costs, taxes, fees or charges within [14] days of notification by Enva. 

8. RISK AND TITLE

8.1 Risk in the Goods shall pass to Enva on delivery and when Enva has accepted the Goods as conforming in every respect with the Contract.

8.2 Title to the Goods shall pass to Enva on the sooner of: (a) payment by Enva for the Goods; or (b) delivery of the Goods to Enva. 

8.3 The passing of title shall not prejudice any other of Enva's rights and remedies, including its right to reject.

8.4 The Supplier and no other person shall have a lien on, right of stoppage in transit or other rights in or to any Goods, title to which has vested in Enva or any specifications or materials of Enva, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.

8.5 The Supplier warrants and represents that it:

8.5.1 has at the time the Contract is made full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to Enva; and

8.5.2 shall hold such title and right to enable it to ensure that Enva shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them. 

9. INDEMNITY AND INSURANCE

9.1 The Supplier shall have in place and maintain contracts of insurance with reputable insurers incorporated in the United Kingdom insuring the Deliverables and the Supplier's liabilities and indemnities that may arise under the Contract, against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to Enva, and insuring against all other risks that a prudent supplier should consider reasonable.

9.2 Without limitation to the clause 9.1, the Supplier shall also have in place and maintain in effect during the Term and for a period of 6 Years thereafter: 

9.2.1 adequate public and product liability insurance cover with a reputable insurance company to a minimum indemnity limit of £[10,000,000] per claim; and

9.2.2 adequate employers' liability insurance cover with a reputable insurance company to a minimum indemnity limit of £[10,000,000] per claim; 

9.2.3 adequate professional indemnity insurance cover with a reputable insurance company to a minimum indemnity limit of £[10,000,000] per claim

9.3 On request, the Supplier shall supply evidence of the maintenance of the insurance and all of its terms from time to time applicable. 

9.4 The Supplier shall indemnify Enva from and against any losses, damages, liability, costs (including legal fees) and other expenses including fines, interest and penalties, which Enva may suffer or incur directly or indirectly from the Supplier’s breach of any of the Supplier’s obligations under the Contract.

10. LIMITATION OF LIABILITY

10.1 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

10.1.1 death or personal injury caused by negligence;

10.1.2 fraud or fraudulent misrepresentation; and

10.1.3 any other losses which cannot be excluded or limited by Applicable Law.

10.2 Subject to clause 10.1, Enva's aggregate liability to the Supplier in respect of all claims arising out of or in connection with the Contract in (whether under contract, tort or any other legal basis) shall not exceed an amount equal to 100% of the aggregate Charges paid by Enva under this Contract.

10.3 Subject to clause 10.1, Enva shall not be liable for any of the following: 

10.3.1 loss of profit or revenue (whether direct or indirect); 

10.3.2 loss of production (whether direct or indirect);

10.3.3 loss of contract or opportunity (whether direct or indirect); 

10.3.4 any loss of goodwill or injury to reputation (whether direct or indirect);

10.3.5 any loss of or corruption to data (whether direct or indirect);

10.3.6 loss of savings, discount or rebate (whether actual or anticipated and whether direct or indirect); or 

10.3.7 any consequential, indirect or special losses, 

in each case arising out of or connection with this Contract including without limitation under contract, tort or any other legal basis and regardless of whether Enva knew or had reason to know of the possibility of the loss, injury or damage in question. 

11. INTELLECTUAL PROPERTY RIGHTS 

11.1 All specifications provided by Enva and all Intellectual Property Rights in the Deliverables made or performed in accordance with such specifications shall vest in and remain at all times the property of Enva and such specifications may only be used by the Supplier as necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to Enva absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights, and the Supplier shall do all such things and sign all documents necessary in Enva's opinion to so vest all such Intellectual Property Rights in Enva, and to enable Enva to defend and enforce such Intellectual Property Rights, and the Supplier shall at Enva's request waive or procure a waiver of applicable moral rights.

11.2 The Supplier warrants that the Deliverables, and Enva's use of the Deliverables, shall not infringe any third party Intellectual Property Rights. 

11.3 The Supplier shall indemnify Enva from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Enva as a result of or in connection with any action, demand or claim that use or possession of any of the Intellectual Property Rights, infringes the Intellectual Property Rights of any third party (a "Supplier IPR Claim").

11.4 If any Supplier IPR Claim is made or is reasonably likely to be made against Enva, the Supplier shall promptly and at its own expense either:

11.4.1 procure for Enva the right to continue using and possessing the relevant Intellectual Property Rights; or

11.4.2 modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement,

provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by Enva in respect of the affected Intellectual Property Rights. 

12. CONFIDENTIALITY 

12.1 The Supplier shall keep secret and confidential all Confidential Information relating to Enva or any of its Affiliates, this Contract and/or the Deliverables performed pursuant to it and shall not use or disclose such Confidential Information save for: (i) as is strictly necessary for the proper performance of the Contract; (ii) with Enva's prior written consent; or (iii) as may be required by Applicable Law, a court of competent jurisdiction or any governmental or regulatory authority. Where the Supplier makes a disclosure pursuant to this clause 12.1 it shall do so subject to obligations equivalent to those set out in this clause 12.1 and the Supplier shall ensure such recipient of the Confidential Information complies with such obligations. The Supplier shall be responsible to Enva in respect of any disclosure or use of such Confidential Information by such recipients. 

12.2 The Supplier shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13. TERMINATION 

13.1 Enva may terminate the Contract (in whole or in part), or any other contract which it has with the Supplier, with immediate effect at any time by giving notice in writing to the Supplier if: 

13.1.1 the Supplier commits a material breach of any of its obligations under the Contract and fails to remedy that breach (if capable of remedy) within [14] days after receiving written notice of the breach;

13.1.2 any relevant permit, consent, licence or authorisation held by the Supplier or Enva is revoked, conditioned or modified such that the Supplier or Enva (as appropriate) is no longer able to lawfully comply with its obligations under the Contract;

13.1.3 the Supplier undergoes a change of Control to which Enva reasonably rejects; or

13.1.4 the Supplier stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so or any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the Supplier or if the Supplier makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the Supplier) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the Supplier or if the Supplier ceases or threatens to cease to carry on business.

13.2 If the Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle Enva to terminate the Contract under this clause 13, it shall immediately notify Enva in writing.

13.3 Upon termination or expiry of the Contract:

13.3.1 each party will deliver up to the other party that other party's Confidential Information and/or other information, data and/or materials which may be in its possession and/or under its control; 

13.3.2 all rights granted to the Supplier under this Contract shall immediately cease; 

13.3.3 the Supplier shall promptly invoice Enva for all of the Deliverables performed but not yet invoiced; and 

13.3.4 the Supplier shall refund any sums paid in advance for any Deliverables not performed. 

13.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Enva at any time up to the date of termination.

13.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. DATA PROTECTION

14.1 For the purpose of this clause 14: 

14.1.1 "Data Protection Legislation" means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction as updated and amended from time to time which relates to the protection of individuals with regards to the processing of Personal Data to which a party is subject, including the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016 ("GDPR"); and

14.1.2 "Data Controller", "Data Processor", "Process", "Processed", "Processing", "Data Processor", "Personal Data" and "Sensitive Personal Data" (including special categories of Personal Data set out in Article 9(1) of the GDPR) shall have the meanings given to them in the Data Protection Legislation.

14.2 Each party agrees that in performing its obligations under the Contract it shall comply with the obligations imposed on it under the Data Protection Legislation. 

14.3 The parties each acknowledge and agree that they may need to Process Personal Data relating to each party's representatives (in their respective capacities as Data Controllers) in order to (as appropriate): (a) provide the Deliverables; (b) request and receive the Deliverables; (c) compile, dispatch and manage the payment of invoices relating to the Deliverables; (d) manage the Contract and resolve any disputes relating to it. 

14.4 Where and to the extent that a party is Processing Personal Data of the other party, each party shall Process such Personal Data relating to each party's representatives for the purposes set out in clause 14.3  in accordance with their respective privacy policies.  

14.5 Where and to the extent that the Supplier may Process Personal Data for and on behalf of Enva in performing its obligations under the Contract, the Supplier shall be deemed the Processor and Enva shall be deemed the Controller. The Processor shall comply with the obligations imposed upon a Processor under the Data Protection Legislation and shall co-operate with the Controller and take all such actions as are necessary to enable the Controller to comply with its obligations under the Data Protection Legislation and shall not perform its obligations under the Contract in such a way as to cause the Controller to breach any of its obligations under the Data Protection Legislation, expressly and without limitation:

14.5.1 the parties shall agree and document the nature of the processing in accordance with Article 28(3), and otherwise the Processor shall comply with the obligations set out in Article 28(2), (3) and (4) of the GDPR, any other duties as set out in the Data Protection Act 2018;

14.5.2 no Personal Data shall be transferred outside the EEA without the express approval of the Controller and such approval is subject to such further conditions or requirements of the Controller; and

14.5.3 notification of any security breach, or breach of the Data Protection Legislation by the Processor shall be made promptly and no later than 72 hours after the Processor became aware of such incident. 

15. FORCE MAJEURE

15.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under the Contract, if and to the extent such delay or failure is caused by an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract, including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action ("Force Majeure"). Any strikes or labour disputes, breach of the Contract or default by suppliers or sub-contractors affecting the party seeking to rely on this clause 15 shall not be an event of Force Majeure. 

15.2 A party shall use all reasonable efforts to overcome a Force Majeure event and resume the performance of its obligations as soon as reasonably possible. 

15.3 Enva shall be entitled (without limiting its other rights or remedies) to terminate the Contract if Enva or the Supplier suffers an event of Force Majeure for 14 days or longer.

16. DISPUTE RESOLUTION

16.1 Any dispute arising between the parties arising out of or in connection with the Contract or the performance, validity or enforceability of it ("Dispute") shall be dealt with in accordance with the provisions of this clause 16.

16.2 Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, the senior managers (or equivalent) of each party shall attempt in good faith to resolve the Dispute. If the senior managers (or equivalent) of each party are for any reason unable to resolve the Dispute within [7] days of service of the Dispute Notice, the Dispute shall be referred to the Chief Executive Officer (or equivalent) of each party who shall attempt in good faith to resolve it. If the Chief Executive Officers (or equivalent) are unable to resolve the Dispute within [14] days of it being referred to them, it shall be resolved in accordance with clause 21.7. 

16.3 Nothing in clause 16.2 shall prevent either party from applying at any time to the courts for such interim or interlocutory relief (including but not limited to injunctive relief or equitable legal or measures relating to the preservation of property) as necessary.

17. COMPLIANCE WITH LAW

17.1 The Supplier shall, and shall procure that its officers, employees and subcontractors, comply with all Applicable Laws, policies, guidelines and industry codes applicable to it and shall obtain and maintain all such consents, permits, licences, authorisations, exemptions and all other approvals as are required from time to time to perform its obligations under or in connection with the Contract and the supply of the Deliverables. 

18. ANTI-BRIBERY

18.1 The Supplier shall comply with all Applicable Laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements") and ensure that its personnel, all others associated with it and its subcontractors involved in performing the Contract comply with the Relevant Requirements.  

18.2 The Supplier shall not make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere.

18.3 The Supplier shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. 

18.4 The Supplier shall have and maintain in place throughout the duration of the Contract its own policies and procedures including (but not limited to) adequate procedures under the Bribery Act to ensure compliance with the Relevant Requirements and clause 18.2 and shall enforce them where appropriate. 

18.5 The Supplier shall immediately notify Enva as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 18. 

18.6 The Supplier shall indemnify Enva from and against any losses, damages, liability, costs (including legal fees) and other expenses including fines, interest and penalties, which Enva may suffer or incur directly or indirectly from the Supplier’s breach of any of the Supplier’s obligations under this clause 18.

18.7 Any breach of this clause 18 by the Supplier shall be deemed a material breach of the Contract incapable of remedy and shall entitle Enva to terminate the Contract with immediate effect

18.8 The meaning of "adequate procedures" and whether a person is "associated with" another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act. For the purposes of this clause 18, a person associated with the Supplier includes any subcontractor of the Supplier. 

19. ANTI-SLAVERY

19.1 The Supplier shall ensure that it, its officers, employees, sub-contractors and other persons associated with it, complies with the Modern Slavery Act 2015.

19.2 The Supplier undertakes, warrants and represents that at the date of the Contract, neither the Supplier nor any of its officers, employees, subcontractors or other persons associated with it has:

19.2.1 committed an offence under the Modern Slavery Act 2015;

19.2.2 been convicted of any offence involving slavery and human trafficking anywhere in the world;

19.2.3 has been or is or has been notified that it may be the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; or

19.2.4 is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under the Modern Slavery Act 2015.

19.3 The Supplier shall notify Enva as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.

19.4 The Supplier shall indemnify Enva from and against any losses, damages, liability, costs (including legal fees) and other expenses including fines, interest and penalties, which Enva may suffer or incur directly or indirectly from the Supplier’s breach of any of the Supplier’s obligations under this clause 19.

19.5 Any breach of this clause 19 by the Supplier shall be deemed a material breach of the Contract incapable of remedy and shall entitle Enva to terminate the Contract with immediate effect

20. ANTI TAX EVASION FACILITATION

20.1 The Supplier shall not engage in any activity, practice or conduct which would constitute either: 

20.1.1 UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

20.1.2 foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017. 

20.2 The Supplier shall have and shall maintain in place throughout the term of the Contract 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 Clause 20.1. 

20.3 The Supplier shall ensure that any person associated with the Supplier who is supplying the Deliverables in connection with the Contract 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 Clause 20. The Supplier shall be responsible for the observance and performance by such persons of such terms and shall be directly liable to Enva for any breach by such persons of any of such terms. 

20.4 The Supplier shall promptly report to Enva any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017.

20.5 The Supplier shall indemnify Enva from and against any losses, damages, liability, costs (including legal fees) and other expenses including fines, interest and penalties, which Enva may suffer or incur directly or indirectly from the Supplier’s breach of any of the Supplier’s obligations under this clause 20.

20.6 Any breach of this clause 20 by the Supplier shall be deemed a material breach of the Contract incapable of remedy and shall entitle Enva to terminate the Contract with immediate effect.

20.7 For the purposes of this Clause 20, the meaning of "reasonable prevention procedure" shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person "associated with" the Supplier includes but is not limited to any subcontractor of the Supplier.

21. GENERAL 

21.1 Entire agreement: The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.2 Assignment, Subcontracting and Other Dealings: 

21.2.1 The Supplier may not assign, transfer or encumber any right or obligation under the Contract, in whole or in part, without Enva's prior written consent such consent not to be unreasonably withheld or delayed.

21.2.2 Enva may assign or transfer this Contract or any or all of its rights and/or obligations under this Contract without the prior consent of the Supplier. 

21.2.3 The Supplier shall not subcontract the performance of any of its obligations under this Contract without Enva's prior written consent such consent not to be unreasonably withheld or delayed. If granted by Enva, the Supplier shall only subcontract its performance on terms that: (i) the Supplier shall remain responsible and liable to Enva for the performance of its subcontractor; (ii) the Supplier shall enter into a legally binding contract with the subcontractor on terms that are no less onerous that those contained in this Contract; and (iii) the subcontractor shall not be entitled to transfer or assign the subcontract or further subcontract its performance. 

21.3 Third party rights: Save as expressly provided in this clause, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. Any Affiliate of Enva shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

21.4 No partnership or agency: Nothing in the Contract is intended to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

21.5 Severance: If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

21.6 Waiver: Any failure to exercise or any delay in exercising a right or remedy provided by the Contract or at law or in equity (and/or the continued performance of the Contract) will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of the Contract will not constitute a waiver of any other breach and will not affect the other terms of the Contract. The rights and remedies provided by the Contract are cumulative and (except as otherwise provided in the Contract) are not exclusive of any rights or remedies provided at law or in equity.

21.7 Variation: No variation of these Conditions or to an Order or the Contract shall be binding or effective unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Enva.

21.8 Conflicts within Contract: If there is a conflict between the terms contained in these Conditions and the terms of an Order, a term contained in the Order shall prevail.

21.9 Time: Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Supplier’s obligations only. 

21.10 Notices:

21.10.1 Any notice or other communication given by a party under these Conditions shall be in writing and shall be delivered personally, sent by pre-paid first-class post or recorded delivery, or by email, to each party required to receive the notice or communication to the relevant party at the address set out in the Contract or as otherwise specified by the relevant party by notice in writing to each other party. 

21.10.2 Any notice or other communication shall be deemed to have been duly received:

(a) if delivered personally, on receipt of a signature at the time of delivery;

(b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting; and 

(c) by email: on receipt of a delivery receipt email from the correct address.

21.10.3 The provisions of this clause 21.10 shall not apply to the service of any proceedings or other documents in any legal action.

21.11 Further assurance: The Supplier shall, at the request of Enva and at the Supplier’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21.12 Costs and expenses: Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

21.13 Governing Law and Jurisdiction: The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).