General terms
1. The agreement
1.1 The Agreement is made up of these General Terms, the DPA, the Service Terms, the Platform Terms and the Order Form
1.2 In the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority): (i) the DPA; (ii) the Order Form; (iii) the Service Terms; (iv) the General Terms; and (v) the Platform Terms.
1.3 Each Order Form entered into by the Customer shall form a separate agreement, incorporating each document comprising the terms of the Agreement.
2. Access to the Platform
2.1 Subject to the Customer entering into an Order Form for use of the Platform, NQC shall provide the Services, in accordance with the terms of this Agreement. For this purpose, NQC grants to the Customer and its Authorised Affiliates a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Platform solely for the Permitted Purpose and in accordance with this Agreement.
2.2 The Customer can remove any individual as an Authorised User and replace them with another individual on written instruction to NQC, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
2.3 The Customer acknowledges that the Services do not include any services, systems or equipment required to access the internet and/or transmit data (and all associated costs and expenses incurred by the Customer in this regard in connection with use of the Services are the responsibility of the Customer).
3. Customer obligations
3.1 The customer shall:
3.1.1 provide NQC with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by NQC in order to provide the Platform;
3.1.2 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify NQC;
3.1.3 procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under this .
3.1.4 (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Platform Terms of Use and comply with all applicable laws and regulations with respect to its activities under this Agreement.
3.2 In relation to the use of the Platform by Authorised Affiliates:
3.2.1 Customer shall be liable to pay any Fees incurred (if applicable) by its Authorised Affiliates;
3.2.2 all acts, omissions and/or breaches of this Agreement, of or an Authorised Affiliate, shall be deemed to be the acts, omissions or breaches of Customer, and any loss, damage, cost or liability incurred by NQC resulting from any such act, omission or breach shall be recoverable by NQC from Customer; and
3.2.3 no Authorised Affiliate has the right to commence legal action against NQC under this Agreement.
4. Fees
4.1 The Fees and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Customer in accordance with this clause 4 and the Service Terms, unless indicated otherwise in the relevant Order Form.
4.2 The Customer shall provide to NQC valid, up-to-date and complete credit card details or approved purchase order information acceptable to NQC and any other relevant valid, up-to-date and complete contact and billing details and:
4.2.1 if the Customer provides its credit card details to NQC, the Customer hereby authorises NQC to bill such credit card when payments fall due; or
4.2.2 otherwise, NQC shall invoice the Customer when payments fall due and the Customer shall pay each invoice in full within thirty (30) days after the date of such invoice.
4.3 If NQC has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of NQC:
4.3.1 if the Customer provides its credit card details to NQC, the Customer hereby authorises NQC to bill such credit card when payments fall due; or
4.3.2 otherwise, NQC shall invoice the Customer when payments fall due and the Customer shall pay each invoice in full within thirty (30) days after the date of such invoice.
4.4 All Fees and amounts stated or referred to in this Agreement: (i) shall be paid in Euros (EUR) unless otherwise agreed by the parties in writing; (ii) are non-cancellable and non-refundable; and (iii) are exclusive of VAT and any other tax, levy, impost, tariff, duty, or similar charge or fee, which shall be payable by the Customer in addition at the rate and in the manner prescribed by law; and (iv) shall be paid .without set-off or deductions save as required by law.
5. Warranties
5.1 NQC warrants that the Services will be provided with reasonable care and skill in a manner consistent with generally accepted standards appropriate to a supply chain management technology service provider (Warranty)
5.2 In the event of non-conformance with the Warranty, NQC shall at its option: (i) use reasonable endeavours to correct the non-conformance within a reasonable time; or (ii) refund the Fees for the impacted Services which were otherwise payable for the period during which NQC was in breach of any such warranty (provided such period is at least sixty (60) consecutive days). To the maximum extent permitted by law, this clause 5 sets out the Customer’s sole and exclusive remedy (however arising) for any breach of the Warranty.
5.3 NQC will have no obligation or liability under the Warranty to the extent that the non-conformance arises as a result of: (i) incorrect or unauthorised access or use of the Services by the Customer, any Authorised Affiliate or any Authorised User; (ii) any combination of the Service with any hardware, software, equipment, or data not provided by NQC; (iii) any modification of Services by anyone other than NQC; (iv) Force Majeure; or (v) any breach of this Agreement by, or negligence or other unlawful act or omission of the Customer (or by any Authorised Affiliate or Authorised User).
5.4 The Customer acknowledges and agrees that no liability or obligation is accepted by NQC (howsoever arising whether under contract, tort, in negligence or otherwise): (i) that the Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to NQC; or (ii) that the operation of the Services shall not be subject to minor errors, delays, interruptions or defects.
5.5 Other than as expressly and specifically set out in this clause 5, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the extent permitted by law.
6. Intellectual property
6.1 The Customer acknowledges and agrees that NQC and/or its licensors own all Intellectual Property Rights in (i) the Platform and the Services, including the method of provision of the Services, and the data validation processes and systems and (ii) all data, information, content, websites, software and other materials provided by or on behalf of NQC in connection with the Services.
6.2 NQC acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in Customer Data.
6.3 For the term of the Agreement, Customer hereby grants NQC a non-exclusive, sub-licensable, royalty-free, worldwide right to collect, process, store, host, copy, transmit, display, distribute, disseminate, modify and create derivative works of the Customer Data strictly for the purposes of: (a) providing the Platform to the Customer, and (b) performing analytics on Customer Data and the Customer’s Users’ use of the Platform (i) in accordance with the functionality, to display and report the results of such analysis to the Customer, and (ii) to develop, test, improve and evolve the functionality of the Platform and the Services.
6.4 NQC may collect and use Usage Data to develop, improve, support, and operate its Platform and Services. NQC may not share any Usage Data that includes Customer’s Confidential Information or any Customer identifiers with a third party except (i) in accordance with clause 9 of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymised such that Customer and its Authorised Users cannot be identified.
6.5 For the term of the Agreement, Customer grants to NQC a royalty-free, limited, non-exclusive, non-sublicensable licence to use Customer’s company name, logo and/or relevant trademarks (Customer Properties) to market and promote the Platform and any Services purchased by Customer, including the right to refer to Customer as a user of NQC’s Platform or Services, to add the Customer Properties to NQC’s customer list, websites (including https://supplierassurance.com/), and other applicable marketing materials. NQC will comply with Customer’s reasonable marketing and brand guidelines and preferred form of logo that is sent to NQC’s legal notice address. Upon Customer’s written request, NQC will promptly remove any such marks from NQC’s website and, to the extent commercially feasible, NQC’s marketing materials.
6.6 NQC may use any feedback and suggestions for improvements, developments or enhancements to the Platform or other Services provided by the Customer, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to NQC at the time such Feedback is first provided to NQC.
6.7 Except for the rights expressly granted in this Agreement, the Customer, any Authorised User, and their direct and indirect sub-contractors or other related third parties, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part, including the Platform) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.
6.8 This clause 6 shall survive the termination or expiry of this Agreement.
7. Intellectual property indemnity
7.1 The Customer shall defend, indemnify and hold harmless NQC its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Platform and Services provided that:
7.1.1 the Customer is given prompt notice of any such claim;
7.1.2 NQC provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
7.1.3 the Customer is given sole authority to defend or settle the claim.
7.2 NQC shall defend the Customer, its officers, directors and employees against any claim brought by a third party that the Customer's use of the Platform or Services in accordance with this Agreement infringes any Intellectual Property Rights and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
7.2.1 NQC is given prompt notice of any such claim;
7.2.2 the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to NQC in the defence and settlement of such claim, at NQC’s expense; and
7.2.3 NQC is given sole authority to defend or settle the claim.
7.3 In the defence or settlement of any claim, NQC may procure the right for the Customer to continue using the Platform or Services, replace or modify the Platform or Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days' notice to the Customer without any additional liability.
7.4 In no event shall NQC, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
7.4.1 the content or structure of the any questionnaire made available on the Platform;
7.4.2 a modification of the Platform or Services by anyone other than NQC; or
7.4.3 the Customer’s use of the Platform or Services in a manner contrary to the instructions given to the Customer by NQC; or
7.4.4 the Customer's use of the Platform or Services after notice of the alleged or actual infringement from NQC or any appropriate authority.
7.5 This clause 7 states the Customer's sole and exclusive rights and remedies, and NQC’s (including NQC's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.
7.6 This clause 7 shall survive the termination or expiry of this Agreement.
8. Customer data
8.1 All data processing activities carried out as part of the Services will be governed by the DPA, which is incorporated into this Agreement by reference.
8.2 Except to the extent NQC has direct obligations under data protection laws, the Customer acknowledges that NQC has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
8.3 If NQC becomes aware of any allegation that any Customer Data may not comply with the Platform Terms or any other part of this Agreement, NQC shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful, NQC shall notify the Customer before taking such action.
8.4 NQC routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make NQC responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, NQC shall not be responsible for any loss of availability of, or corruption or damage to, any Customer Data.
9. Confidential information
9.1 A party (the Receiving Party) shall keep confidential any information that is confidential in nature concerning the other party and/or its Affiliates (including (to the extent confidential) any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available by the other party to the Receiving Party under or in connection with this Agreement (Confidential Information).
9.2 The receiving Party may:
9.2.1 disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 9 as if it were the Receiving Party
9.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement
9.3 The provisions of this clause 9 shall not apply to information which:
9.3.1 is or comes into the public domain through no fault of the other party, its officers, employees, agents or contractors;
9.3.2 is lawfully received by the Receiving Party from a third party free of any obligation of confidence at the time of its disclosure;
9.3.3 is independently developed by the Receiving Party, without access to or use of the other party’s Confidential Information; or
9.3.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Receiving Party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
10. Liability
10.1 The extent of NQC’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 10.
10.2 NQC has no control over the information provided by Suppliers using the Platform and Services and NQC therefore excludes all liability of any kind related to:
10.2.1 the contents of the questionnaire made available on the Platform;
10.2.2 inaccuracy or poor quality of any such data (save to the extent to which NQC is responsible under this agreement for the validation of such information);
10.2.3 any information or any other material published or otherwise made available by the Customer or its Suppliers via the Platform and Services; or
10.2.4 the terms of any contract or other agreement concluded between the Customer and any Supplier.
10.3 To the maximum extent permitted by law, NQC shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by:
10.3.1 breach of this Agreement by the Customer;
10.3.2 negligence of the Customer or any Authorised Affiliate or Authorised User;
10.3.3 other unlawful acts or omissions of the Customer or any Authorised Affiliate or Authorised User; or
10.3.4 Force Majeure.
10.4 NQC’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to the Fees for all Services paid to NQC in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement;
10.5 NQC shall not be liable for (i) consequential, indirect or special losses; (ii) pure economic loss; (iii) or pure economic loss; (iv) loss of profits, loss of contract or business, loss of anticipated savings; (v) damage to goodwill or reputation; (iv) loss or corruption of data, costs or other expenses whatsoever, even if such loss was reasonably foreseeable.
10.6 Notwithstanding any other provision of this Agreement, a party’s liability shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.
10.7 This clause 10 shall survive the termination or expiry of this Agreement.
11. Suspension of services
11.1 NQC may suspend access to the Services (or any part) to all or some of the Authorised Users if:
11.1.1 NQC reasonably suspects that there has been any misuse of the Services or material breach of this Agreement, in which case NQC will take steps to investigate the issue and notify the Customer in writing of the outcome of the investigation, and either restore the Services or exercise NQC’s right to terminate this Agreement in accordance with clause 12.3.1;
11.1.2 the Customer fails to pay any sums due to NQC by the due date for payment within five (5) Business Days of notification of such sums being overdue. Access to the Services will be restored promptly after NQC receives payment in full and cleared funds;
11.1.3 for operational reasons, in which instance NQC will give the Customer as much notice as is reasonably practicable and shall use reasonable endeavours to restore the relevant Platform or Services as soon as reasonably practicable; or
11.1.4 required by law, by court or governmental or regulatory order.
11.2 Fees shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services, however in cases where the investigation carried out pursuant to clause 11.1.1 determines that the Customer was not at fault, the Customer shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.
12. Term and termination
12.1 Unless and until terminated in accordance with its terms, the Agreement shall continue for an initial period of twelve (12) months from the date it is specified to take effect in the Order Form (Initial Term). Thereafter, the Agreement will automatically continue for consecutive twelve (12) month periods (Renewal Term).
12.2 This Agreement may be terminated by either party giving to the other not less than three (3) months’ written notice expiring on the end of the Initial Term or Renewal Term, as applicable.
12.3 Either party may terminate this Agreement immediately at any time by giving notice in writing to the other party if:
12.3.1 the other party commits a material breach of this Agreement and such breach is not remediable;
12.3.2 the other party commits a material breach of this Agreement which is not remedied within twenty (20) Business Days of receiving written notice of such breach; or
12.3.3 the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within five (5) Business Days after the other party has received notification that the payment is overdue.
12.4 Any breach by the Customer of the Platform Terms shall be deemed a material breach of this Agreement which is not remediable.
12.5 If the Customer informs NQC that it no longer wishes to use the Platform and gives notice to terminate the Agreement in accordance with clause 12.2, then NQC shall (at the Customer’s cost) use its best effort to comply with the lawful and reasonable directions of the Customer as regards to the communication with its Suppliers, cessation of the provision of Services to (and use of the Platform by) the Customer and any Suppliers (save to the extent to which the same remain Suppliers by reason of nomination in respect of another customer of NQC) and/or transfer of data to the Customer or a nominated third party.
12.6 On termination or expiry of this Agreement (for any reason), the rights granted by NQC under this Agreement shall immediately terminate and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall) immediately stop using the Services.
12.7 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
13. Entire agreement
13.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.2 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14. Notices
14.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be: sent by email to the following addresses (or an address substituted in writing by the party to be served):
14.1.1 in the case of those to NQC, to legal@nqc.com
14.1.2 in the case of those to the Customer, to any email or physical address or contact details notified on the Order Form.
14.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
14.3 Any change to the contact details of a party shall be notified to the other party in accordance with clause 14.1 and shall be effective on the date specified in the notice as being the date of such change or if no date is so specified, five (5) Business Days after the notice is deemed to be received.
14.4 This clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, in which the Parties’ registered addresses shall apply.
15. Variation
15.1 No variation of this Agreement shall be valid or effective unless it is (i) via an Update Notification made in accordance with this Agreement, (ii) a Technical Modification, or (ii) made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
15.2 NQC may at its absolute discretion make, and notify the Customer of, updated versions of the Service Terms or other documents referred to in any part of this Agreement (but excluding an Order Form) from time to time by notifying the Customer of such update by e-mail (together with a copy of the update or a link to a copy of the update) (Update Notification). The revised version shall take effect from the date thirty (30) Business Days’ after the date of the Update Notification. In the event that any change has a material adverse impact on the Customer, the Customer may by notice elect to terminate this Agreement with immediate effect provided it gives written notice to NQC within twenty (20) Business Days of the revised version taking effect.
15.3 The Customer acknowledges that NQC may implement Technical Modifications, provided that a Technical Modification does not detrimentally affect the functionality of the Platform or Services to a material extent.
16. Assignment and subcontracting
16.1 Except as expressly provided in this Agreement, NQC may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement without the Customer’s consent.
16.2 Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without NQC’s prior written consent.
17. General legal terms
17.1 Set off: Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
17.2 No partnership or agency: The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
17.3 Severance: If any provision of this Agreement (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 be deemed to apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. Any modification or deletion under this clause does not affect the legality, validity and enforceability of any other provision of this Agreement.
17.4 Costs and expenses: Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
17.5 Third party rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
17.6 Authority: Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.
17.7 Waiver: No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
17.8 Governing law: This Agreement and any dispute or claim arising out of, or in connection with it or 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.
17.9 Jurisdiction: 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, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
18. Definitions and interpretation
18.1 In this agreement, unless otherwise stated:
18.1.1 the table of contents and the clause, paragraph, schedule or other headings in our Agreement are included for convenience only and shall have no effect on interpretation;
18.1.2 NQC and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
18.1.3 words in the singular include the plural and vice versa;
18.1.4 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;
18.1.5 a reference to ‘writing’ or ‘written’ includes email but not fax, SMS, instant messaging services or any other social media;
18.1.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
18.1.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
18.2 In this Agreement, the following definitions apply:
Affiliate: means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Authorized affiliates: means the Affiliates of the Customer (if any) identified in the Order Form as Authorised Affiliates in respect of the Services;
Authorized users: means the employees, agents and suppliers of the Customer, or an Authorised Affiliate, who are authorised by the Customer or the Authorised Affiliate to use the Platform in accordance with the terms of this Agreement;
Business day: means a day other than a Saturday, Sunday or bank or public holiday in England;
Business hours: means 9.00 am to 5.00 pm local UK time, each Business Day
Customer: has the meaning given in the relevant Order Form;
Customer data: means all data (in any form) that is provided to NQC or uploaded or hosted on any part of any Service by the Customer or by any Authorised User (but excluding Feedback as defined in clause 6.6);
DPA: means the data processing agreement (as updated from time to time) shared with the Order Form and includes its appendices;
Fees: means the fees payable by the Customer in consideration of the Services as set out in the Order Form and Service Terms, together with any other amounts payable to NQC as agreed by the parties in writing for additional services;
Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
General terms: means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time;
Initial term: has the meaning given in clause 12.1;
Intellectual property rights: means any patent, copyright, database right, moral right, design right (whether registered or unregistered), trade mark, service mark, domain name, know-how, utility model, unregistered design as may exist now or hereafter come into existence and, where relevant, any application for any such right and all renewals or extensions of such rights or applications, or other industrial or intellectual property rights wherever existing;
NQC: means NQC Limited (company number 04854362) whose registered address is 5 Brooklands Place, Brooklands Road, Sale, Cheshire M33 3SD, and use of the terms we, us and our shall also refer to NQC;
Order form: means the order form for the Services, which is signed by both parties and incorporates the terms of the Agreement;
Permitted purpose: means use solely for the Customer’s internal business operations and, in respect of each Services, also for the internal business operations of the Authorised Affiliates identified in respect of that Service on the Order Form, in each case in accordance with this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Services;
(b) permitting any use of any Services (or any part) in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Services (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose);
(c) combining, merging or otherwise permitting any Service (or any part of it or the Platform) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Platform or the Services (or any part),
except as expressly permitted under our Agreement;
Platform: means the platform, software and applications used by or on behalf of NQC to provide the Services via https://supplierassurance.com/ or any other website notified to the Customer by NQC from time to time;
Platform terms: Means the terms applicable to all users of the Platform (as updated from time to time), which is available at https://supplierassurance.com/terms-of-use;
means NQC’s privacy policy in relation to the Services (as Updated from time to time), which is available at https://supplierassurance.com/privacy-policy;
Renewal term: has the meaning given in clause 12.1;
Service terms: Means the specific additional or amended terms relevant to that Services (as updated from time to time) which are shared with the Order Form;
Services: means (i) the provision of access to the Platform (ii) the support services provided with respect to the Customer’s use of the Platform, as described in the Service Terms, and (iii) any other services provided by NQC under the terms of this Agreement;
Supplier: means the suppliers (or potential suppliers) selected by the Customer to access the Platform;
Technical modifications: means variations by NQC of the technical specification of the Platform or Services from time to time and/or provision of bug-fixes, updates or other modifications to the Platform;
Update notification: has the meaning given in clause 15.2;
Usage data: includes usage monitoring for the production of aggregated and anonymised data created, generated, and/or derived from the Authorised User’s use of the Platform for analytics purposes; and
VAT: means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.