TERMS & CONDITIONS

 Terms and Conditions

This Agreement (consisting of the front cover, these terms and conditions and any schedule attached hereto) shall apply to the provision of the Services to the Customer.

1. Confidential Information

The Provider regards the information and services relating to the Agreement as confidential to the Provider and the Customer hereby agrees that it will use such confidential information solely for the purposes of this Agreement and that it shall not disclose, whether directly or indirectly, to any third party such information other than as required to carry out the purposes of this Agreement, provided always that this restriction shall not prevent the disclosure or use by the Customer of any information which is or hereafter, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.

2. Customer Information

The Customer acknowledges and agrees that the Provider may collect and develop statistics and generate product and service-specific information from the customer information to be made available to users of the Provider’s services. Other than expressly set out in this clause, the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such customer information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is or hereafter, through no fault of the Provider, becomes public knowledge or to the extent permitted by law. The Customer further agrees that the Provider may use the Customer’s name and logo for marketing purposes, including (without limitation) display on the Provider’s website, social media channels, and in other promotional or corporate materials.

3. Liability

The Customer undertakes fully and effectively to indemnify and keep indemnified at all times the Provider against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Provider directly or indirectly in respect of any breach by the Customer of any of the provisions of this Agreement.

4. Fees and Cost

4.1 Set-Up Fee for RFI & Tender Process

Enhance reserves the right to charge a set-up fee to cover the administrative and operational costs associated with the Request for Information (RFI) and tender process. This fee is based on factors such as the number of customer sites, overall annual spend, and the complexity of the request. As a standard, we charge for each tender a fee of £2,000. The value of this fee is reimbursed to the customer by the provider at the end of the tender process by way of a reduction from providers projected share of savings, or in full back to the customer if the providers is unable to identify savings from the incumbent suppliers or a minimum of 5% savings from new suppliers to the customer following the completion of the tender process.

5. Term and Termination

5.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in the Schedule to this Agreement) and thereafter renew automatically for successive terms of 12 months each (each a “Renewal Term”) unless and until terminated by either party giving the written notice to that effect (such notice will only be accepted within the 90 day period prior to expiry at the end of the Initial Period or any subsequent Renewal Term only), subject always to prior termination in accordance with clause 4.2.

5.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, the Provider may forthwith terminate this Agreement by written notice to the Customer if the Customer commits (i) a material breach of the terms or conditions of this Agreement; or (ii) any breach of the terms or conditions of this Agreement and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within (30) thirty days after receiving written notice from the Provider requiring it so to do.

5.3 Notice of Non-Renewal: Either party may prevent the automatic renewal of this Agreement by providing written notice of non-renewal during the period beginning ninety (90) days and ending thirty (30) days prior to the expiration of the initial tern or subsequent terms. Any notice given outside of this period shall be invalid, and the Agreement will automatically renew for the next renewal Term.

6. Force Majeure

Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.

7. Tender Process Commitment

7.1 Where any savings are identified with the incumbent supplier as a result of the tender process, regardless of the level of savings, the Customer agrees to complete the relevant rebate forms to enable the recovery of those savings unless they adopt alternative savings with suppliers who have participated in the tender process.

7.2 If the Provider is unable to identify a minimum of 5% savings from new suppliers to the customer following the completion of the tender process, the Customer is under no obligation to proceed. However, if the minimum 5% savings is achieved or exceeded, the Customer agrees to adopt the proposed solution and complete all necessary rebate documentation unless proceeding with 7.1

7.3 If the Customer fails to adopt the proposed savings identified in 7.1 and or 7.2 within 30 days of notification, the Provider reserves the right to invoice the Customer for its share of the projected savings, at the agreed share % based on the tender value or the equivalent of 12 months historical use of the products or services. 

8. General

8.1 All notices to or by the respective parties hereto shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent by facsimile to the party to which such notice is required to be given under this agreement at the address given on the front page of these terms and conditions or to such other address or facsimile number as the respective parties hereto may hereafter specify to the other in writing. Notices delivered by hand or sent by facsimile shall be deemed received the first working day following such delivery or sending. Notices which have been posted as above shall be deemed received on the third working day following posting.

8.2 The Customer shall not, without the prior written consent of the Provider, assign or transfer this Agreement or any of its rights under this Agreement to any other person, firm or company.

8.3 Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the Provider’s rights to take subsequent action.

8.4 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer as the case may be.

8.5 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.6 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

8.7 This Agreement shall be governed and construed in all respects in accordance with Scots Law.