Service Supplier Terms & Conditions

These terms and conditions are the basis of the agreement between RightFM Ltd., located at 7 Bell Yard, Westminster, London WC2A 2JR (referred to as “the Client”), and the provider of services (referred to as “the Service Partner”). By agreeing to this contract, the Service Partner acknowledges that these terms are legally binding. If the Service Partner begins providing the services—either partially or fully—it is understood that they accept these terms.

The Client has an agreement with another party (“the Main Client”) to deliver certain services under a contract (“the Main Contract”). Part of this work involves assigning specific tasks to a sub-contractor, referred to as the “Specified Services.” The Client and the Main Client have decided that the Service Partner will be responsible for carrying out the Specified Services, and the Service Partner has agreed to do so, following these terms and conditions.

1. Definitions

• Acceptance Criteria: The standards that each part of the work and deliverables must meet to be considered acceptable.
• Deliverables: The specific goals, targets, or results the Service Partner must achieve, as outlined in the Specification.
• Fees: The payment amounts listed in the Specification, which the Client agrees to pay the Service Partner, as explained in clause 3.
• Notification: As described in clause 2.5.
• Parties: This refers to the organisations involved in this agreement—the Client and the Service Partner.
• Rate: The amount charged for a specific period of time spent delivering the Specified Services, as stated in the Specification.
• Specification: A detailed explanation of the services the Service Partner must provide, including when and how they will do so, the duration of the work, and any resources they must supply. This is included in Schedule 1 of the agreement.
• Specified Services: The services defined in the earlier section (“Recital B”).
• Timescales: The agreed deadlines and schedules for when the Service Partner needs to complete the services.

2. Provision of Services

• 2.1 The Service Partner must carry out the required services (“Specified Services”) in line with:
  • The terms of this agreement;
  • The details in the Specification;
  • Relevant parts of the Main Contract, as they relate to the Specified Services; and
  • Any instructions provided by the Client or the Main Client.
• 2.2 The relevant sections of the Main Contract (as outlined in Schedule 2) are considered part of this agreement. If there is a conflict between this agreement and the Main Contract, this agreement will take priority.
• 2.3 The Specification will detail the services the Service Partner must carry out, the expected results or deliverables, the deadlines, and the payment rates and costs.
• 2.4 The Service Partner must deliver the services described in the Specification, meet the agreed deadlines, and provide the expected results or deliverables on time.
• 2.5 The Specification also defines the standards for accepting the services or deliverables (“Acceptance Criteria”). Once the Service Partner completes a part of the services or deliverables:
  • They must inform the Client in writing that the work is complete (“Notification”);
  • The Client then has 30 days to check if the work meets the Acceptance Criteria;
  • If the work doesn’t meet these standards, the Client can:
    • Ask the Service Partner to redo the work (within a set timeframe); or
    • Require other actions to ensure the work meets the Acceptance Criteria.
  • Any additional work the Service Partner does to meet these criteria will be at no cost to the Client.
• 2.5.4 If the Client does not provide feedback within 30 days of the Notification, the Service Partner can assume that the work meets the Acceptance Criteria.

3. Payment

• 3.1 The Client will pay the Service Partner the fees specified in the Specification. These fees may change if the scope of the services (Specified Services) is adjusted.
• 3.2 If the payment depends on achieving certain results, delivering specific items, or meeting set standards or deadlines (“Results”), the Service Partner may only submit an invoice after these Results have been successfully achieved. If payment is not tied to specific Results, the Service Partner may submit invoices at the end of each calendar month for work completed during that month.
• 3.3 Payments to the Service Partner depend on the Client receiving payment from the Main Client. If the Main Client does not pay or is not expected to pay for the work completed by the Service Partner (“Non-Payment Amount”), the Client is not required to pay the Service Partner for that related work.
• 3.4 The Client will pay the Service Partner’s invoice 60 days after the invoice date, as long as the invoice is submitted on the last day of the month when the services were provided.
• 3.5 If the fees are based on the amount of work done by the Service Partner, the payment rate and calculation method are outlined in the Specification.
• 3.6 The Client will only pay the fees and costs specified in the Specification. No extra expenses, charges, or fees will be paid.
• 3.7 If the services are not completed on time, do not meet the Specification, or fail to deliver the expected results or meet the acceptance standards, the Client can withhold payment until the work is completed or redone to the required standard.
• 3.8 The Client can withhold payments or make deductions from invoices if it has any claims or reasons, including set-offs or counterclaims, against the Service Partner.
• 3.9 All payments exclude VAT, which will be added at the applicable rate when payments are made.
• 3.10 The Client will include relevant reference numbers and the invoice number when making payments.

4. Records

• 4.1 The Service Partner must maintain records related to their work under this agreement and the Main Contract as outlined in the Specification. These records should include details such as time spent, work completed, the employees or representatives involved, and any financial or accounting information.
• 4.2 The Client and the Main Client have the right to inspect these records. They must provide at least one working day’s notice and can review the records at the Service Partner’s address. This right applies during the term of this agreement and for three years after its end. Additionally, the Client and the Main Client can request copies of these records at no cost.

5. Use of the Client’s or Main Client’s Equipment, Facilities, or Computer Software

• 5.1 If the Service Partner needs to use the Client’s or Main Client’s equipment or facilities to carry out the services (and this usage is authorised), the Service Partner must:
  • Follow all health and safety requirements and any operational guidelines provided for the equipment or facilities.
  • Comply with the security protocols of the Client and the Main Client, which may include providing information about their employees or allowing background checks.
  • Ensure that their staff and representatives are properly trained to use the Client’s or Main Client’s equipment or facilities.
• 5.2 If the Service Partner is required to use the Client’s or Main Client’s computer software to deliver the services:
  • The Client or Main Client will provide enough copies of the software for the work to be completed.
  • The Service Partner will receive a temporary, non-exclusive, royalty-free licence to use the software solely for delivering the services.
  • This licence will end when the work is complete, the standards are met, or the agreement is terminated.
• 5.3 If the licence for any software is terminated, the Service Partner must immediately return or destroy all copies of the software, as well as any related documentation or manuals, as instructed by the Client or Main Client.

6. Use of Sub-Contractors

• 6.1 The Service Partner may only engage sub-contractors to carry out some or all of the services with the prior written permission of the Client.
• 6.2 The Service Partner is responsible for ensuring that any sub-contractor’s work meets the required standards, as outlined in this agreement and the Specification (or as otherwise agreed). However, the Parties acknowledge that some sub-contractors may have stricter or more limited terms and conditions than those in this agreement. For example, a sub-contractor might have stricter conditions regarding timing, quality, or liability. In such cases, the sub-contractor’s terms and conditions will take precedence over this agreement when it comes to their work.

7. Warranties, Liability, and Indemnities

• 7.1 The Service Partner makes the following assurances (warranties):
  • They will complete the work within the agreed deadlines (“Timescales”).
  • They will perform the services as detailed in the Specification.
  • The services will be carried out with skill, care, and professionalism, following the highest standards in the Service Partner’s industry (“Best Practice”).
  • They will do their best to meet the Acceptance Criteria and deliver the agreed outcomes (“Deliverables”).
  • Their employees and agents have the necessary skills, qualifications, and experience to deliver the services in line with the Specification and Best Practice.
  • They have the authority to enter into this agreement.
  • They have obtained all required licences, permissions, and consents to perform the services.
  • They will cover any costs of training their staff to deliver the services.
  • They hold adequate insurance, including at least £5 million in public liability insurance and £10 million for any liability to the Client.
  • They will ensure compliance with all rules, policies, and health and safety requirements of the Main Client, particularly when working on their premises.
• 7.2 If the Service Partner performs the work negligently or breaches this agreement, they must redo the relevant part of the services if requested by the Client or the Main Client. This request must be made within six months of the service completion.
• 7.3 Both parties confirm that this agreement is based only on the terms explicitly stated here. Any implied terms under common law or statute are excluded, as far as legally permitted. However, liability for fraud cannot be excluded.
• 7.4 The Service Partner must compensate (indemnify) the Client for any loss, damage, or legal costs resulting from a breach of this agreement or negligence by the Service Partner or their employees. This includes claims from third parties.
• 7.5 The Service Partner must also indemnify the Client for any financial liabilities, such as employee wages, taxes, pensions, or legal claims, that might transfer to the Client under the Transfer of Undertakings (Protection of Employment) Regulations 2006 due to the services provided under this agreement or its termination.

8. Termination

• 8.1 The Client can terminate this agreement immediately if the Service Partner fails to meet the Acceptance Criteria or if the Main Client ends the Main Contract.
• 8.2 Either party can end this agreement by providing written notice if:
  • The other party breaches the agreement and fails to fix the breach within 30 days after receiving a written request to do so.
  • The other party becomes insolvent, is wound up, has an administrator or receiver appointed, or takes any similar action due to financial difficulties.
• 8.3 When the agreement ends, the Service Partner must return all materials and property belonging to the Client, including any items held by their employees, agents, or subcontractors.

9. General

• 9.1 Force Majeure Neither party will be held responsible for delays or failures to perform their duties under this agreement caused by circumstances beyond their control. The affected party must notify the other in writing when the issue begins and ends. If these circumstances last for more than six continuous months, either party can terminate the agreement by giving written notice.
• 9.2 Amendments Any changes to this agreement must be made in writing and signed by authorised representatives of both parties.
• 9.3 Assignment Neither party can transfer their rights or responsibilities under this agreement to someone else without the other party’s prior written consent. However, a party can transfer their rights and responsibilities to a person or organisation that takes over their entire business, as long as the new party agrees in writing to follow this agreement.
• 9.4 Entire Agreement This agreement represents the complete understanding between the parties and replaces any previous agreements or promises (written or verbal) about the subject matter. No reliance is placed on anything not explicitly stated in this agreement. However, fraud liability cannot be excluded.
• 9.5 Waiver If either party delays or fails to enforce any rights under this agreement, it does not mean they waive those rights. Rights and remedies under this agreement are in addition to any provided by law.
• 9.6 Agency or Partnership This agreement does not create a partnership, joint venture, agency, or any fiduciary relationship between the parties. Neither party can act on behalf of or commit the other party.
• 9.7 Further Assurance Both parties agree to do anything reasonably necessary (at their own expense if requested) to help implement or enforce this agreement.
• 9.8 Severance If a part of this agreement is found to be unlawful or unenforceable, that part will be removed, but the rest of the agreement will remain valid and enforceable.
• 9.9 Announcements No party may make a public statement about this agreement or share related information without first providing a copy to the other parties for approval. However, disclosures are allowed if required by law or stock exchange rules.
• 9.10 Interpretation Unless the context requires otherwise:
  • Words referring to one gender include all genders.
  • Singular words include the plural, and vice versa.
  • References to “persons” include companies and organisations.
  • Clause and schedule references refer to this agreement.
  • References to laws include updates or replacements to those laws.
  • The word “including” means “including without limitation.”
• 9.11 Notices Notices must be sent in writing via first-class post, fax, or email to the addresses or contact details provided by the parties.
  • Notices are considered received:
    • 3 working days after posting (for first-class mail).
    • The next working day after transmission (for fax or email).
  • Proof of sending (such as a postmark or transmission confirmation) will suffice as proof of delivery.
• 9.12 Law and Jurisdiction This agreement is governed by English law, and any disputes will be resolved exclusively in English courts.
• 9.13 Third Parties No one other than the parties to this agreement has the right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

*We may update this policy from time to time, and any changes will be reflected on this page.