These terms and conditions are set out to form the agreement between the Company, Pink Squid Ltd, and the Supplier.
1. Term / binding contracts: These Terms and Conditions will remain in effect for any Purchase Orders (“PO”) unless otherwise agreed in writing between the parties. These Terms and Conditions may not be altered, supplemented, or amended by the use of any other document(s) from the Supplier.
2. Payment Terms: The price and any taxes and expenses for the goods and/or services shall be as specified in the PO.
2.1: An invoice shall be produced by the Supplier to Pink Squid Ltd in accordance with the terms set out in the PO.
2.2: Once a PO has been raised commissioning the work, service or asset. Pink Squid Ltd will agree to make full payment within 30 days of invoicing. Invoicing will be receivable after confirmation of the work service or assets delivery.
2.3: Pink Squid Ltd shall not be responsible for any expenses, charges or price other than those set out in the PO.
2.4: If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a PO, then such agreement will be reflected in an amended and/or further PO, which will be deemed incorporated into this Agreement.
3. Response Times: To maintain an efficient service to our clients Pink Squid Ltd have a maximum response time from Suppliers when requesting quotes or answering queries.
3.1: Queries – The maximum response time between contact from Pink Squid Ltd and the Supplier for a query should be 24 hours / one working day.
3.2: Quotes – The maximum response time between Pink Squid Ltd and the Supplier for a quote request should be 48 hours / two working days.
4. Work Errors: In the event of any errors arising from production and/or delivery of any contracted work the Supplier shall bear all costs.
5. Under Delivery: In the event that due to under delivery of any work set out in a PO Pink Squid Ltd incur any losses, they are entitled to full reimbursement of said losses from the Supplier. This includes losses incurred from any work errors from production and/or delivery.
6. Storage of Collateral: In the event of collateral storage the Supplier agrees to store collateral either with the Supplier’s own company or a partner company, who would also be bound by these terms and conditions. Any fees incurred from the storing of Pink Squid Ltd collateral is to be mentioned and agreed upon, in writing, upfront, prior to the commencement of any work detailed in a PO.
7. Confidentiality: The supplier is bound by strict confidentiality on any projects they work on for Pink Squid Ltd. They are not to share the names of any of Pink Squid Ltd’s clients or any intellectual property relating to Pink Squid Ltd or their clients. This is with the exception of a third party contractor the Supplier would be working with to provide a service they don’t usually provide, eg. storage of collateral. In this instance, the third party would be bound by the confidentiality terms laid out in this agreement.
8. Contact: All contact relating to contracted work will strictly be conducted between the Supplier and Pink Squid Ltd. Any communication between the Supplier and Pink Squid Ltd’s client is strictly prohibited.
9. Price Variations: Once a quote has been accepted by both parties there will be no variation to the quote except when agreed in writing by both Pink Squid Ltd and the Supplier. All costs relating to a piece of work must be highlighted at the quote stage and agreed upon in writing by both parties. This includes costs incurred from a third party supplier.
10. Warranty: All products and services provided to Pink Squid Ltd by the Supplier will be, to the best of their knowledge, free from defects in material and workmanship. The delivered product will conform to all relevant drawings and specifications agreed upon at the point the PO was raised unless otherwise agreed in writing. The approval by Pink Squid Ltd of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
11. Risk: The products will be and shall remain the Supplier’s risk until such time they have been delivered to Pink Squid Ltd (or at Pink Squid Ltd’s direction) and are in the condition as outlined by this agreement.
12. Delivery: Delivery of the product will be made to wherever Pink Squid Ltd direct. Any time agreed between the parties for such delivery shall be of the essence of the Agreement and Pink Squid Ltd shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
12.1: Where Pink Squid Ltd cancels the whole or part of the contract in accordance with the following clauses;
12.1.1: All sums payable by Pink Squid Ltd in relation to the whole or part of the contract cancelled shall cease to become payable;
12.1.2: Pink Squid Ltd shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.
13. Inspection of Goods: Upon delivery Pink Squid Ltd will inspect the goods, notifying the Supplier of any damage.
13.1: Where the goods are damaged Pink Squid Ltd reserve the right to reject the damaged goods. In this event the Supplier is liable for the collection and disposal of the damaged items.
13.2: During the period between delivery of the goods to Pink Squid Ltd and collection by the Supplier, Pink Squid Ltd shall not be liable for any loss or further damage caused to the damaged goods.
13.3: In the event of damaged items Pink Squid Ltd are not liable for any payments relating to the damaged goods. If they have already been paid for, the Supplier must reimburse Pink Squid Ltd for all of the goods which are damaged.
14. Supplier’s Obligations: The Supplier warrants, represents and undertakes that:
14.1: All services performed under this agreement will be done with due skill and care, ensuring all best industry practice is followed. The Supplier Personnel will be equipped and trained to do the job they are undertaking.
14.2: The services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties.
14.3: The Supplier has the full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
14.4: The Supplier shall be responsible for maintaining such insurance policies in connection with the provision
15. Termination: Pink Squid Ltd may terminate this Agreement for any reason by providing 30 days prior written notice to the Supplier.
15.1: Pink Squid Ltd may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
15.1.1: the Supplier or Supplier Personnel commit any material or persistent breach of this Agreement;
15.1.2: the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
15.1.3: the Supplier passes a resolution for winding up (other than for the purposes of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
15.1.4: the Supplier ceases to carry on its business or substantially the whole of its business; or
15.1.5: the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
16. INTELLECTUAL PROPERTY RIGHTS.
Full Ownership of Materials, Products and Services.
16.1 The Supplier assigns to PINKSQUID with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the products of the Services, all of which such material is PINKSQUID Confidential Information.
16.2 Supplier shall obtain waivers of any present and future rights in and to the products of the Services including the source files to product deliverables. All right, title and interest in and to any specifications, designs or other information supplied by PINKSQUID to Supplier, and any modifications thereto, whether made by PINKSQUID or by Supplier, shall remain the property of PINKSQUID.
16.3 The Supplier grants to PINKSQUID a nonexclusive, royalty free, perpetual, irrevocable, world-wide license to use and copy Company Retained Works to the extent necessary to use the Deliverables and Services for PINKSQUID’s business purposes.
These T&Cs can be amended at any time and it is the Supplier’s responsibility to keep up to date with any changes which may occur.
(May 2020)
