B2B Supplier Agreement – Terms and Conditions

B2B SERVICES AGREEMENT

This Services Agreement (“Agreement”) is made between:

BASIS B2B RESEARCH LIMITED  (the “Service Provider”), registered in England and Wales, company number 16489919, whose registered office is at 264 Banbury Road, Oxford, England, OX2 7DY and

[Client Name] (the “Client”), registered in [jurisdiction], [company number], whose registered office is at [registered office address].

Together, the “Parties.”

1.   Definitions and Interpretation

1.1. In this Agreement, unless the context otherwise requires:
“Agreement” means this Services Agreement, including any schedules, annexes, or Statements of Work (“SOW”).
“Business Day” means any day other than a Saturday, Sunday, or public holiday in England when banks are open for business.
“Confidential Information” means all information (whether written, oral, electronic, or otherwise) relating to a Party, its business, clients, or affairs, which is marked or reasonably understood to be confidential.
“Fees” means the charges payable by the Client to the Service Provider for the Services, as set out in the relevant SOW.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in designs, rights in databases, know-how, and all other intellectual property rights, whether registered or unregistered, existing now or in the future.
“Services” means the services to be provided by the Service Provider under this Agreement, as more particularly described in the relevant SOW.
“SOW” means a Statement of Work agreed in writing between the Parties, describing the Services to be provided, deliverables, timescales, and Fees.

1.2. Headings are for convenience only and do not affect interpretation.

1.3. Words in the singular include the plural and vice versa.

2.   Scope

2.1. This Agreement governs the relationship between the Service Provider and the Client for the supply of the Services.

2.2. Any SOW signed by the Parties shall incorporate and be subject to the terms of this Agreement.

2.3. This Agreement prevails over any terms or conditions issued by the Client unless expressly agreed in writing.

3.   Provision of the Services and Service Provider’s Obligations

3.1. The Service Provider shall provide the Services with reasonable skill, care, and diligence in accordance with good industry practice.

3.2. The Service Provider may use subcontractors to perform parts of the Services, provided it remains responsible for their acts and omissions.

3.3. The Service Provider shall comply with all applicable laws in delivering the Services.

4.   Client’s Obligations

4.1. The Client shall:

• provide the Service Provider with all information, cooperation, and access reasonably required for the performance of the Services;
• ensure that any materials, data, or instructions supplied are accurate and lawful;
• pay the Fees in accordance with this Agreement.

4.2. The Client acknowledges that failure to comply with its obligations may affect the Service Provider’s ability to deliver the Services and may result in additional charges.

4.3. Fees, Payment, and Records

4.4. The Client shall pay the Fees set out in each SOW.

4.5. Unless otherwise agreed, invoices are payable within 30 days of the invoice date.

4.6. Fees are exclusive of VAT and other applicable taxes, which shall be added to invoices where relevant.

4.7. The Service Provider may charge interest on overdue sums at a rate of 4% per annum above the Bank of England base rate.

4.8. The Service Provider shall keep appropriate records of the Services performed and make them available to the Client on reasonable request.

5.   Intellectual Property Rights

5.1. All Intellectual Property Rights in any materials supplied by the Client shall remain the Client’s property.

5.2. All Intellectual Property Rights in any deliverables created by the Service Provider in the course of providing the Services shall vest in the Service Provider unless otherwise agreed in an SOW.

5.3. The Service Provider grants the Client a non-exclusive, non-transferable licence to use such deliverables solely for its internal business purposes.

6.   Confidentiality

6.1. Each Party shall keep the other Party’s Confidential Information strictly confidential and not use it for any purpose other than performance of this Agreement.

6.2. This obligation shall not apply where information is: (a) already known without breach; (b) in the public domain other than through breach; (c) required to be disclosed by law.

6.3. This clause survives termination.

7.   Law and Policies

7.1. The Service Provider shall comply with all applicable laws and regulations, including anti-bribery, anti-slavery, and anti-corruption legislation.

7.2. The Client shall comply with the Service Provider’s reasonable policies notified to it in writing from time to time.

8.   Data Protection

8.1. Each Party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

8.2. Where the Service Provider processes personal data on behalf of the Client, the Parties shall enter into a Data Processing Agreement.

9.   Insurance

9.1. The Service Provider shall maintain suitable professional indemnity, public liability, and (if applicable) employer’s liability insurance during the term of this Agreement.

9.2. Evidence of such insurance shall be provided to the Client on request.

10.        Liability

10.1. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded by law.

10.2. Subject to clause 12.1, the Service Provider’s total liability under this Agreement shall not exceed the total Fees paid in the 12 months preceding the event giving rise to the claim.

10.3. The Service Provider shall not be liable for indirect, consequential, or special losses.

11.        Force Majeure

Neither Party shall be liable for delay or failure in performing its obligations caused by events beyond its reasonable control, provided it notifies the other Party promptly.

12.        Termination

12.1. Either Party may terminate this Agreement for convenience by giving 30 days’ written notice.

12.2. Either Party may terminate this Agreement with immediate effect by written notice if the other Party:

• commits a Material Breach of this Agreement which is not remedied within 14 days of receiving written notice specifying the breach and requiring it to be remedied;
• becomes insolvent or unable to pay its debts as they fall due; or
• ceases or threatens to cease to carry on business.

12.3. For the purposes of this Agreement, a Material Breach is a breach that is not trivial or inconsequential and which (whether taken alone or together with other breaches) substantially deprives the non-breaching Party of the benefit it reasonably expected to receive under this Agreement. A Material Breach includes, but is not limited to:

• failure to pay any undisputed Fees within [30] days of the due date;
• repeated or persistent breaches of the same or different obligations;
• failure to comply with confidentiality or data protection obligations;
  infringement of Intellectual Property Rights; or
• conduct which damages or is reasonably likely to damage the other Party’s reputation or business.

12.4. Effects of Termination

• Termination shall not affect rights accrued up to the date of termination.
• The Client shall pay for all Services performed up to termination.
• Clauses intended to survive termination (including confidentiality, IP, liability) shall remain in force.

13.        No Waiver

A delay or failure to exercise a right under this Agreement shall not constitute a waiver of that right.

14.        Further Assurance

Each Party shall do all things reasonably required to give effect to this Agreement.

15.        Variation

No variation of this Agreement shall be effective unless agreed in writing by both Parties.

16.        Severance

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force.

17.        Assignment and Sub-Contracting

17.1. The Client shall not assign or transfer its rights without the Service Provider’s consent.

17.2. The Service Provider may subcontract parts of the Services but remains responsible for their performance.

18.        Third Party Rights

No person other than the Parties has rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.        Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

20.        Notices

20.1. Notices shall be in writing and delivered by hand, post, or email to the address specified in this Agreement.

20.2. Notices are deemed received:

• if by hand, on delivery;
• if by post, (using a tracked postal service requiring signature on delivery), 2 Business Days after posting;
• if by email, at the time of transmission (provided no error message is received).

21.        Entire Agreement

This Agreement, together with any SOWs, constitutes the entire agreement between the Parties and supersedes any prior agreements.

22.        Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the English courts.