Terms & Conditions

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DEFINITIONS

1. 'Company' refers to Cleo Digital Ltd UK.

2. 'Supplier' designates the recipient specified in the Order.

3. 'Order' signifies the purchase order issued on behalf of the company, displaying its corresponding serial number.

4. 'Goods' pertains to the finished products described in the Order, whereas 'Services' encompasses the services detailed in the Order.

5. 'Specification' denotes the technical description (if any) of the Goods or Services provided or referred to in the Order.

 

ACCEPTANCE AND MODIFICATION OF CONDITIONS

1. These Conditions govern the Order and take precedence over any other conditions proposed, included, or referenced by the Supplier or established through previous dealings between the Company and the Supplier. Any changes to these Conditions must be in writing and require the signatures of both the Company and the Supplier, except as stated in Clause 2(3).

2. The Company reserves the right to make reasonable adjustments to the quantity, quality, or design of the Goods or Services after the Supplier's acceptance. Any such changes will be documented in writing and authorized on behalf of the Company.

3. The price for the Goods shall not exceed the amount stated in the Order unless mutually agreed upon in writing by both parties.

4. The Company assumes no liability for Goods, Services, or work provided without a Purchase Order. The Order number must be cited in all documents and correspondence.

5. The Company relies on the expertise of the Supplier in cases where the Company seeks advice or recommendations from them.

 

DELIVERY

1. The Supplier is responsible for delivering the Goods securely labeled, packed, and safeguarded to ensure their safe arrival at the destination specified in the Order or any other location agreed upon in writing by both the Company and the Supplier.

2. Upon request from the Supplier, the Company may return any reusable packaging materials at the Supplier's expense and risk.

3. The Company reserves the right to cancel the Order or any part thereof without incurring any liability to the Supplier if the specified delivery time is not met. In such a case, the Company shall have the right to:

(a) Return any Goods already delivered but deemed ineffective and commercially unusable at the Supplier's expense and risk, and recover any monies paid for such Goods. (b) Receive reimbursement for any additional expenses incurred in procuring alternative goods to replace those subject to the terminated contract.

1. The Company may, at its discretion, accept excess deliveries of Goods beyond the quantities specified in the Order. Goods not accepted will be returned by the Company at the Supplier's expense, with any associated storage charges becoming the Supplier's responsibility.

 

OWNERSHIP

Ownership of the Goods supplied by the Supplier transfers to the Company upon delivery or collection by the Company, without prejudice to any potential rights of rejection under these conditions or applicable laws.

PAYMENT

1. Unless stated otherwise in this agreement, payment shall not exceed the price of the Goods as specified in the purchase order, subject to approval, and must be made on or before the 30th day of the calendar month following the month of Goods delivery (as per Clause 3).

2. The Company will not be responsible for carriage charges or packaging-related fees unless otherwise agreed upon in writing by both parties.

3. In the event the Supplier delivers Goods before the agreed-upon date, the Company reserves the right to delay payment accordingly.

4. The Company is entitled to benefit from any improved terms offered by the Supplier related to the purchase of Goods, such as payment timelines or discounts. Any adjustments to price or payment terms shall be made accordingly.

GOODS AND SERVICES

1. The Goods or Services must be provided with a high level of competence, conforming to the quantity, quality, and description stated in the Order, and subject to the terms outlined herein.

2. The Goods or Services must comply with the Consumer Protection Act 1987 at the time of delivery and adhere to the standards and regulations of government bodies, specified regulatory bodies, and relevant statutes mentioned in the Order.

3. If the Company reasonably believes that any Supplier invoice is defective or not in compliance with the Supplier's obligations under the Agreement, the Company may withhold payment for the disputed amount, pending resolution of the dispute between the parties.

4. The Supplier grants the Company a non-exclusive, worldwide, perpetual, royalty-free license to use any intellectual property rights arising from the Services, as required for the Company's ordinary business operations.

5. The Supplier indemnifies the Company against any claims related to infringement of third-party rights, excluding those resulting from adaptations made by the Company, its delegates, or third parties after the applicable warranty period for the work has expired.

 

CONFIDENTIALITY AND PUBLICITY

1. The Supplier and its employees and subcontractors must maintain the confidentiality of all commercial or technical information disclosed by or on behalf of the Company for the purpose of the Agreement.

2. The Supplier shall not attempt to acquire or represent any entitlement to the Intellectual Property belonging to the Company or any of its Clients or associates, which shall remain the sole property of the respective party or its associates.

3. The Supplier shall not promote an association with the Company or any of its Clients or associates within or outside the term of this agreement without written permission from two senior Directors of the Company.

 

RESPONSIBILITY FOR INFORMATION

The Supplier is accountable for any errors or omissions in drawings, calculations, packaging details, or other particulars supplied, regardless of whether the information has been approved by the Company, except when inaccuracies result from information provided in writing by the Company.

 

ASSIGNMENT

1. The Supplier's rights and obligations under the Agreement cannot be assigned, in whole or in part, without prior written consent from the Company, at its sole discretion.

2. This Order does not authorize the Supplier to enter into contractual arrangements in the name of or on behalf of the Company.

 

FORCE MAJEURE

The Company reserves the right to cancel this order or any uncompleted portion if its requirements for the ordered goods cease temporarily due to factors beyond its control, including fires, strikes, lockouts, government actions, war, or other external matters.

 

INDEMNITY

The Supplier confirms that all its employees are fully covered by Employers’ Liability insurance and hereby indemnifies the Company against any loss, damage, costs, claims, and expenses incurred or suffered by the Company due to accidents or injuries sustained by any Supplier employee during work related to this Order. The Supplier also affirms that it maintains Professional Indemnity Insurance at an appropriate level for its business and will provide a copy of the policy if requested by the Company.

 

ETHICAL STANDARDS AND HUMAN RIGHTS

Unless otherwise mandated or prohibited by law, the Supplier warrants that it will supply Goods or Services under the terms of the Agreement in compliance with the provisions of this clause. Suppliers further warrant that they do not employ or utilize slave or underage labor, as outlined in section 54 of the Modern Slavery Act 2015, and will not engage in business with any individual or organization employing or using such labor.

 

ANTI-BRIBERY AND CORRUPTION REQUIREMENTS

The Company expects compliance with the highest ethical standards and all anti-corruption laws applicable in England and Wales, whether directly or through third parties.

 

ENVIRONMENTAL POLICY

The Contractor is obliged to perform the Services in accordance with the Company's environmental policy, which aims to conserve energy, water, wood, paper, and other resources, minimize waste, phase out the use of ozone-depleting substances, and reduce emissions of greenhouse gases, volatile organic compounds, and other substances detrimental to health and the environment.

 

TERMINATION BY THE COMPANY

The Company may cancel the Order without prejudice to other rights if:

(a) The Supplier becomes insolvent, enters into arrangements or compositions with creditors, or faces administration, winding-up, or a receiving order. (b) The Supplier ceases regular business operations.

 

LAW

These conditions and any contracts formed under them shall be governed by and construed in accordance with English and Welsh Law. The Supplier submits to the exclusive jurisdiction of the High Court of England and Wales and pledges to maintain all necessary licenses, permissions, consents, and permits to lawfully fulfill its obligations under the Agreement.