Terms and Conditions (Clients)

01 January 2025

1. Definitions

In these Standard Terms and Conditions of Purchase:

  • "Supplier/Ajuno” means Ajuno Ltd (company number 13702860), whose registered office is at Century House, Wargrave Road, Henley-On-Thames, Oxfordshire, United Kingdom, RG9 2LT;

  • “Supplier Materials” means any materials, information, documents, equipment and tools, drawings, specifications and data provided by the Supplier to the Buyer (including information arising out of any Head Contract and information about or supplied by the Buyer’s customer);

  • “Conditions” means these Standard Terms and Conditions of Purchase as amended from time to time in accordance with clause 19.1;

  • "Contract" means the contract between the Buyer and Supplier for the supply of Goods and/or Services which shall be formed in accordance with clause 2.2 below and shall comprise of: (i) these Conditions; and (ii) the Purchase Order (as amended, varied or extended by any documents referred to in such Purchase Order);

  • "Contract Price" means the sum stated in the Purchase Order to be paid by the Buyer to the Supplier for the supply of the Goods and Services;

  • “Deliverables” means all goods, documents, equipment, products and materials supplied or developed by or on behalf of the Supplier as part of the Services in any format, including computer programs, data, designs, reports and specifications;

  • "Delivery Date" means the date (or dates) for delivery of Goods and/or performance of the Services and such date (or dates) shall be as specified in the Purchase Order;

  • "Goods" includes all goods to be supplied by the Supplier under the Contract and includes any labels, instructions or handbooks relating to the Goods;

  • “Head Contract” means a contract between the Buyer and the Buyer’s customer for the provision of goods and/or services;

  • “IPR” means patents, rights to inventions, copyright, trademarks, service marks, business and domain names, rights in goodwill, unfair competition rights, rights in designs, rights in computer software and all other intellectual property rights, in each case whether registered or unregistered and which subsist now or in the future in any part of the world;

  • "Purchase Order” means the purchase order placed by the Buyer with the Supplier for the supply of the Goods and/or Services;

  • "Buyer" means the person, firm or company to whom the Purchase Order is issued and to whom the supplier is delivering services to ;

  • “Services” means all services (including without limitation any Deliverables) to be provided by the Supplier to the Buyer under the Contract.

  • "Personnel" means any employee, consultant, contractor, or individual engaged by Ajuno to provide services to the Client, whether directly or indirectly, in connection with the Project. This includes any individual working on Client projects via Ajuno.

  • "Project" means the project(s) as defined in this Agreement, including any related work or services provided by Ajuno to the Client.

  • "Solicitation" means any direct or indirect attempt by the Client to:

    • Offer employment to Personnel;

    • Engage Personnel as an independent contractor;

    • Encourage Personnel to terminate their relationship with Ajuno; or

    • Otherwise interfere with the relationship between Ajuno and its Personnel.

2. The Contract

2.1 The Purchase Order shall constitute an offer by the Buyer to purchase Goods or Services or both from the Supplier.

2.2 The Contract shall be formed on the date on which the Buyer issues its Purchase Order for the services.

2.3 Unless expressly stated otherwise by the Buyer in writing, these Conditions shall apply to any Contract between the Supplier and the Buyer.

2.4 Other than these Conditions, no terms and conditions submitted or referred to by the Supplier whether orally, in writing or by a course of dealing (including in any quotation or tender or during the course of negotiations between the parties) shall form part of the Contract unless the Buyer specifically agrees in advance and in writing to their incorporation and confirms such agreement in the Purchase Order.

3. Quality of goods and Services

3.1 In respect of the Goods and/or Services, the Supplier shall:

3.1.1 ensure the Goods and/or Services conform with the provisions of the Purchase Order and the Contract;

3.1.2 ensure that all Goods and Services shall be fit for any purpose expressly or impliedly made known to the Supplier by the Buyer;

3.1.3 comply with all instructions of the Buyer whether written or otherwise and shall co-operate with the Buyer in all matters relating to Goods and Services;

3.2 In respect of the Goods and any Deliverables, the Supplier shall at all times ensure that the Goods and Deliverables shall be of satisfactory quality as that expression is defined in the Sale of Goods Act 1979, including all the aspects of quality.

3.3 In respect of the Services, the Supplier shall at all times ensure that:

3.3.1 the Services are performed with reasonable care, skill and diligence and in accordance with generally recognised commercial practices and standards in the industry for the same or similar Services;

3.3.2 all personnel or third parties engaged by the Supplier to perform the Services are suitably skilled and experienced;

3.3.3 it provides all equipment, tools and other items required to provide the Services;

3.3.4 if working on a site owned or controlled by the Buyer, the Buyer’s representatives or the Buyer’s customer, the Supplier (and its personnel and sub-contractors) shall observe all rules and regulations in operation at such site, including but, not limited to, security and health and safety requirements and policies.

4. Delivery and Performance

4.1 The Supplier shall deliver the Goods and/or perform the Services by the Delivery Date.

4.2 The Supplier shall supply the Buyer with such information regarding the progress of the supply of the Goods and/or Services as the Buyer may reasonably require.

4.3 The Supplier shall inform the Buyer in writing immediately if the Supplier is aware of anything that may delay the delivery of the Goods or performance of the Services, and the Buyer shall have the right to require the Supplier to take such steps as may be required to deliver the Goods and/or perform the Services by the Delivery Date.

4.5 In the event that the Goods and/or Services are subject to any export controls (including but not limited to the International Traffic in Arms Regulations), the Supplier shall notify the Buyer of such controls and the Supplier shall (at its own expense) be responsible for ensuring it complies with such export controls

5. Acceptance, Risk and Title

5.1 The Buyer shall not be deemed to have accepted any Goods or Services until it has had a reasonable opportunity to inspect, review and test the same to ensure compliance with the Contract.

5.2 Without prejudice to the Buyer’s right to reject the Goods (as more particularly described in clause 6 of these Conditions):

5.2.1 risk in the Goods shall only pass to the Buyer as and when such Goods have been delivered to and accepted by the Buyer; and

5.2.2 title in the Goods shall pass to the Buyer on the earlier of: (i) delivery of the Goods to the Buyer; or (ii) payment by the Buyer for the Goods.

6. Customer Remedies

6.1 If any of the Goods, Deliverables and/or Services do not comply with any of the terms of the Contract (including failure to adhere to Delivery Dates), the Buyer may (without limiting its other rights and remedies) exercise one or more of the following rights:

6.1.1 reject such Goods within a reasonable time after delivery, and s.15A of the Sale of Goods Act 1979 shall not apply;

6.1.2 require the Supplier to repair or replace the rejected Goods or re-perform the Services;

6.2 The terms of the Contract shall apply equally to any revised or replacement Goods or Deliverables or re-performed Services provided by the Supplier.

7. Inspection and Quality Assurance

7.1 The Buyer and the Supplier shall have the right, subject to reasonable notice and during normal working hours, to check the progress of the Goods and/or Services and/or inspect the Goods and/or Services.

7.2 If the Buyer’s inspection pursuant to clause 7.1 above reveals that the Goods and/or Services do not comply with the Contract, the Buyer may reject those Goods or Services (or parts thereof) which are not in accordance with the Contract.

8. Contract Price

8.1 The price for the Goods and/or Services shall be as set out in the Purchase Order and shall (unless otherwise agreed in writing between the parties):

8.1.1 include costs of packaging, carriage and insurance and any expenses incurred by the Supplier;

8.1.2 exclude value added tax.

8.2 Unless otherwise specifically stated in the Purchase Order, the price for the Goods and/or Services shall be fixed and shall represent the entire charge for the contracted Goods and/or Services. Any additional charges will not be effective unless agreed in writing and signed by the Buyer.

9. Payment Terms

9.1 Unless otherwise stated on the Purchase Order, the Supplier shall be entitled to submit an invoice for:

9.1.1 15% of the Contract price on commencement of the Contract;

9.1.2 the Goods and/or Services, as soon as delivery of these has been completed and accepted by the Buyer.

9.2 Save as set out in clause 9.3, payment shall be made by the Buyer within 14 days of receipt of a valid invoice from the Supplier unless, by the time when payment is due, the Buyer has rejected the Goods/Services or part of them under clause 6.

9.3 If the Buyer has rejected the Goods and/or Services or part of them without having made payment, and such rejected Goods and/or Services are thereafter replaced by the Supplier with Goods and/or Services which conform to the Contract, then payment shall be made by the Buyer for the Goods and/or Services within 14 days of receipt of a properly prepared invoice for the replaced Goods and/or Services.

9.4 If either party fails to make a payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at a rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. The Supplier will also be allowed to add a late payment charge in line with the government rules on claim debt recovery costs on late payments. This clause 9.5 shall not apply to invoices that the defaulting party disputes in good faith.

9.5 The Buyer may, at any time, without prejudice to its other rights and remedies, set off any liability of the Supplier to the Buyer against any liability of the Buyer to the Supplier.

9.6 All payments are subject to UK VAT.

10. Indemnity

10.1 Up to a value of £1million, the Supplier shall indemnify the Buyer from and against all losses, damages, costs, expenses, claims and other liabilities (whether direct or indirect) suffered, incurred or paid by the Buyer as a result of:

10.1.1 death, personal injury or damage to property arising out of, or in connection with, defects in the Goods and/or Services;

10.1.2 any claim made against the Buyer by a third party arising out of, or in connection with, the supply of the Goods and/or Services to the extent that such claims arise as a result of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier or its employees, agents or sub-contractors.

10.2 This clause 10 shall survive termination of the Contract.

11. Insurance

The Supplier shall at all times and for a period of 6 years be adequately insured, with a reputable insurer, against all insurable liability arising under or in connection with the Contract. If at any time requested by the Buyer, the Supplier will provide sufficient documentary evidence to confirm that they comply with this clause.

12. Force Majeure and Pandemics

12.1 If either party is prevented from or delayed in the performance of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control, including but not limited to an act of God, riots, war, acts of terrorism, fire, flood, earthquake or natural disaster (“Force Majeure Event”) or Pandemics, such as Covid-19, that party shall, without delay, notify the other party of the existence of the Force Majeure Event and the contractual obligations of the parties shall be suspended for a period to be determined by the Buyer.

12.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations under the Contract.

13 Intellectual Property Rights

13.1 In respect of the Goods and any Deliverables, the Supplier warrants that it has full, clear, and unencumbered title to such items and that it has unrestricted rights to sell and transfer such the same to the Buyer.

13.2 If the Goods and/or Deliverables are supplied in accordance with any design and/or specification provided by the Buyer (or the Buyer’s customer under a Head Contract), the Supplier (or the Buyer’s customer) shall retain ownership of all IPR in the relevant design and/or specification.

13.3 If, for the purposes of performing the Contract, the Supplier needs to use any IPR owned by the Buyer, the Buyer grants to the Supplier a non-exclusive, non-transferable, royalty free and revocable licence to use such IPR solely to perform the Contract, and such licence shall automatically terminate on the earlier of notification by the Buyer or termination of the Contract.

13.4 Unless otherwise agreed, all new IPR arising from the performance of the services and all improvements in the Buyer's background IPR used under this contract shall vest in and be owned by the Buyer. Notwithstanding the foregoing, this shall not affect any wider client work that Ajuno is undertaking or will undertake using the teams' knowledge for OSC/Safety case work.

14. TUPE

14.1 In the event that all or part of the Services cease to be provided by the Supplier and are instead to be provided (in whole or part) by the Buyer or a replacement supplier, the parties do not consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) (“TUPE Regulations”) shall apply to transfer the employment of any individual to the Buyer or a replacement supplier.

14.2 If, notwithstanding clause 14.1, the cessation of all or part of the Services does cause the employment of any individual to transfer to the Buyer or a replacement supplier (“Transferring Employee”), the Supplier shall indemnify the Buyer against all losses, damages, costs, expenses, claims and other liabilities (whether direct or indirect) suffered, incurred or paid by the Buyer as a result of any claim by the Transferring Employee arising: (i) from any act or omission of the Supplier before the transfer of the

Transferring Employee’s employment; (ii) from any failure of the Supplier to fulfil its obligations under the TUPE Regulations; and/or (iii) as a result of such transfer of employment.

14.3 This clause 14 shall survive termination.

15. Assignment and Sub-Contracting

15.1 In respect of any sub-contractors engaged in relation to a Contract, the Supplier agrees that:

15.1.1 the Supplier shall be responsible for all Goods and/or Services supplied by sub-contractors as if such Goods and/or Services had been supplied or performed by itself;

15.1.2 the Supplier shall be responsible for all acts and omissions of any sub-contractors and the acts and omissions of those employed or engaged by the sub-contractors as if they were the Supplier’s own;

15.1.3 any obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation on the Supplier to procure that its employees, staff, agents and sub-contractors’ employees, staff and agents also do, or refrain from doing, such act or thing.

16. Termination

16.1 Without prejudice to its other rights or remedies, the Supplier may terminate the Contract at any time, in whole or in part, if submitted in writing. The Supplier must provide the buyer with a notice of termination of contract of a period of no less than 3 months.

16.2 Without prejudice to its other rights or remedies, the Buyer may terminate the Contract with immediate effect by giving notice in writing to the Supplier if the Supplier:

16.2.1 commits a material breach of the terms of the Contract which is either not capable of remedy or, if remediable, the Supplier has failed to remedy such breach within 5 days of the date on which it is notified of such breach by the Buyer;

16.2.2 repeatedly breaches the Contract (whether by breaching the same or different contractual provisions) in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention, or ability, to perform the Contract; or

16.2.3 becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed, or commences to be wound up (other than for the purposes of amalgamation or reconstruction). In such event, the Buyer may, without prejudice to any of its rights, terminate the Contract forthwith by notice to the Supplier or to any person in whom the Contract may have become vested.

16.2.4 breaches its obligations under clause 18 (Anti-Bribery Compliance).

16.2.5 the buyer must provide the supplier with a notice of termination of contract of a period of no less than 2 months.

16.3 In the event that the Buyer terminates the Contract in accordance with clause 16.1, the Supplier shall be entitled to be reimbursed at a fair and reasonable price for all the Goods and/or Services satisfactorily completed up to the date of termination for all Goods and materials which shall have been properly procured by the Supplier for incorporation in the Goods and/or Services and for claims made by sub-contractors arising out of or in connection with the termination of the Contract.

16.4 On termination of the Contract the Supplier shall immediately deliver to the Buyer all Deliverables (whether or not complete) and, at the Buyer’s option, either return or securely destroy all Buyer Materials in its possession.

16.5 Termination of the Contract, howsoever arising, shall not affect any rights or remedies that have accrued prior to termination and any clauses which expressly or by implication are to survive termination shall continue in full force and effect.

17. Confidentiality and Buyer Materials

17.1 The Supplier shall (and shall ensure that any employees, sub-contractors or other representatives shall) keep confidential all matters concerning or arising from the Contract and all Buyer Materials that are not already in the public domain at the time of disclosure by the Buyer (or the Buyer’s customer).

17.2 The Supplier shall not use the Buyer Materials for any purpose other than the fulfilment of the Contract and all such Buyer Materials shall be confidential.

17.3 The Supplier shall ensure that the Buyer Materials are stored securely.

17.4 On completion, expiry or termination of the Contract, the Supplier shall, at the Buyer’s option, either return the Buyer Materials to the Buyer or securely destroy such items.

17.5 The Supplier may make use of the Buyer’s name and/or logo (or the name and/or logo of the Buyer’s customer) or any information acquired through its performance of the Contract or dealings with the Buyer for publicity or marketing purposes without the prior written consent of the Buyer. This shall include use of the Buyer’s name (or the name of the Buyer’s customer) for the purposes of pitch documents, on websites and any other marketing information.

18. Anti-bribery Compliance

18.1 Both parties shall (and ensure any sub-contractors, employees or other representatives engaged on a Contract shall) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 (as amended).

19. Non-Solicitation of Personnel

19.1 Non-Solicitation: During the term of this Agreement and for a period of [18] months after its termination, the Client agrees that it shall not, and shall procure that its affiliates shall not, Solicit any Personnel who have been involved with the Project.

19.2 Liquidated Damages: If the Client breaches the provisions of this clause, Ajuno shall be entitled to liquidated damages in an amount equal to fifty percent (50%) of the Solicited Personnel’s £ annual rate to the client at the time of the breach. The parties acknowledge that actual damages for any such breach are difficult or impossible to determine, and that this amount represents a reasonable estimate of Ajuno's probable loss.

19.3 Injunctive Relief: Ajuno shall also be entitled to seek injunctive relief and other equitable remedies to prevent any breach or threatened breach of this clause, in addition to any other rights and remedies available to it at law or equity.

19.4 No Exclusivity: Nothing in this clause shall prevent the Client from engaging Personnel through Ajuno in accordance with the terms of this Agreement.

20. General

20.1 No variation of these Conditions or a Contract shall be valid unless agreed in writing by the Buyer. In the event that the Buyer proposes a variation of the Conditions or a Contract, the Supplier shall use all reasonable endeavours to accommodate the proposed change provided that it does not conflict or harm the ability for the supplier to function as a business or deliver the services.

20.2 The Contract (together with the documents referred to in it) shall form the entire agreement between the parties, superseding all previous drafts, agreements, arrangements and understandings between the parties (whether in writing or otherwise) relating to the subject matter.

20.3 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, make any party the agent of another party, nor authorise any part to enter into commitments for or on behalf of the other party.

20.4 Failure or delay in exercising any right or remedy under these Conditions or at law, shall not be a waiver of that or any other right.

20.5 Each clause of Conditions is separate, and if any court or relevant authority decides that any clauses are unlawful or unenforceable, the other clauses will remain in full force and effect.

20.6 If any dispute or difference shall arise between the parties in connection with or arising out of the Contract, the parties shall negotiate in good faith to try and resolve the issue. If such dispute or difference cannot be settled amicably, then either party shall give to the other written notice to such effect and the dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days after the date of the said written notice. In default of agreement, the arbitrator shall be nominated by the president for the time being of the Chartered Institute of Arbitrators.

20.7 The Contract shall in all respects be governed by and interpreted in accordance with English law. All disputes arising out of the Contract shall be subject to the jurisdiction of the Courts of England and Wales.