TechAdVenture Limited Supplier Terms & Conditions
YOU MUST READ AND SIGN AT THE BOTTOM
These terms and conditions apply to all TechAdVenture 'portfolio' companies - what that means is you sign them once and they apply if you work on any of the companies TechAdVenture is responsible for. By accepting these T&C you accept you understand this and agree to these T&C.
IF there are any clauses which you don't accept or have already agreed won't apply then these must be covered by a side letter / email / pdf - which is written by you and addressed to us (your primary contact and the company commissioning the goods services). We will then issue a formal reply and send it with your PO.
TechAdVenture Limited (referred to as “TechAdVenture”, “we” or “us”) looks forward to working with you. We believe in clarity on how we work, and transparency with whoever we work with, is the key to success. That's why we ask all our suppliers to sign up to these terms and conditions. You can do this by signing these terms and conditions and our supplier application form, by using EchoSign or written format.
By signing up to these terms and conditions, or by agreeing to carry out the Services set out in a Purchase Order, you agree to be bound by these terms and conditions. No terms or conditions provided by you or implied by custom, practice or any course of dealing will apply to any Services you provide to us.
IMPORTANT: you are signing these T&C from TechAdVenture on behalf of the company contracting the services from you (the company that issues the Purchase Order). You are NOT entering into a contractual agreement with TechAdVenture Ltd (unless TechAdVenture issues the PO). All products and companies associated with TechAdVenture are separate limited entities and by signing this agreement you agree you understand and accept this and acknowledge that TechAdVenture is not liable in any part for the moneys / fees due to you or the costs associated with the delivery of the Purchase Order. By signing this agreement you are simply accepting to replace TechAdVenture Ltd with (insert commissioning company name) and will then be bound by the same terms & conditions (as set out in this agreement) but for that company (that issues the PO). DO NOT SIGN THIS AGREEMENT UNLESS YOU UNDERSTAND THIS AND AGREE TO BE BOUND BY THIS..
IMPORTANT: TechAdventure will NOT pay invoices immedietly even if the payment terms are immediate. The MINIMUM amount of time our accounts team need between submission of approved invoice is five working days.
Terms and Conditions
1 The TechAdVenture Company Handbook will be shared with you or you can visit it online at www.techadventure.uk.com/handbook
2 Prior to submitting any Scope of Work you will be required to complete and return our New Supplier Form which can be downloaded from our handbook website or completed electronically.
3 Once signed up you will be required to submit a draft proposal (electronically) detailing the costs and the required scope of the services and deliverables to be provided to TechAdVenture (a “Scope of Work”). We will either approve or not approve your proposal. If your proposal is approved, TechAdVenture will issue you with a Purchase Order detailing the agreed Services to be provided.
4 You shall use reasonable endeavours to provide TechAdVenture with such additional information as it may reasonably request in respect of any proposed Scope of Work including but not limited to altering the format in which the Scope of Work is provided.
5 In the event that additional work is required in connection with the Services, you must consult with TechAdVenture and provide a revised Scope of Work for the Services in accordance with these terms (unless the Scope of Work and Purchase Order allow for a rolling fee based on time spent on the project).
6 TechAdVenture utilises various Project Management Tools to communicate with its suppliers. Once invited to do so you must utilise the Project Management Tools as requested until the Services in your Scope of Work have been completed. The TechAdVenture admin team will be available to offer you support in respect of the use of these systems.
7 You shall, for the duration of the Agreement:
i) provide the Services to TechAdVenture in accordance with the terms of the Agreement and meet any performance dates for the Services specified in the Purchase Order or that the TechAdVenture notifies to you;
ii) co-operate with the TechAdVenture in all matters relating to the Services, and comply with all instructions of TechAdVenture;
iii) perform the Services with the best care, skill and diligence in accordance with best practice in the relevant industry, profession or trade;
iv) ensure that the Services and deliverables will conform with all descriptions and specifications set out in the Statement of Works, and that the deliverables shall be fit for any purpose that the TechAdVenture expressly or impliedly makes known to you;
v) obtain and at all times maintain all licences and consents which may be required for the provision of the Services and comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services.
8 TechAdVenture may provide you with equipment in order that you can carry out the Services. You must take good care of this equipment, use it only for work you are carrying out for TechAdVenture or one of TechAdVenture's Investee Companies / Clients and return it to TechAdVenture in good condition immediately following the completion of the Services. You may be liable for the cost of any equipment damaged or lost whilst in your possession.
9 Payment to you for the Services shall be linked to and conditional upon achieving key milestones, as detailed within the Purchase Order.
10 You may invoice us for the Services at the times agreed in the Purchase Order. If there are no such times set out in the Purchase Order, you may invoice us after completion of the Services to our reasonable satisfaction, which will be issued in writing by email. When invoicing TechAdVenture, you must detail the Company name that you (or invoice that Company direct if this is the nature of our Agreement). In both cases you must make clear what the project name is, the project number (if allocated / check your Purchase Order) and the relevant Purchase Order number. All of this information can be found on the Purchase Order you will receive from TechAdVenture.
11 Payment for the Services will be made within 30 days of a valid invoice being received by TechAdVenture in accordance with clause 10 (above) of these terms and conditions. In the event TechAdVenture disputes in good faith upon reasonable grounds any sum invoiced for the Services, TechAdVenture may withhold payment in respect only of the amount under dispute pending resolution of the dispute.
12 There is no restriction to you working directly with any of our partners or clients providing:
i) you advise of this in writing (by email) prior to any such engagement; and
ii) it does not interfere, compete or potentially cause a conflict of interest with TechAdVenture or any of TechAdVenture’s products or projects.
13 TechAdVenture shall be entitled to terminate all or any of the Services detailed in the Purchase Order at any time by giving notice in writing (including by email) to you if:
i) you are in material or persistent breach of any of the terms of the Purchase Order [and the Consultancy Agreement] or these terms and conditions; or
ii) you persistently and wilfully neglect to perform the Services as detailed in the Statement of Works and/or Purchase Order or fail to remedy any default with the Services; or
iii) you carry out any action manifestly prejudicial to the interests of TechAdVenture which may bring TechAdVenture into disrepute; or
iv) a petition is filed, notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the supplier (being a company); or
v) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointment, over the supplier (being a company); or
vi) required by court order.
14 Payment to you in relation to incomplete or unacceptable Services rendered will be at the discretion of TechAdVenture.
15 If, through fault of your own, you fail to meet any deadline specified in the Purchase Order you shall be liable to pay to TechAdVenture, a sum of money or percentage of the price specified in the Purchase Order for each day of delay up to the number of days specified in the Purchase Order or until the Contract is terminated, whichever is sooner.
16 Nothing in the Contract or these terms and conditions constitutes or implies an employment relationship, partnership or joint venture between you and TechAdVenture.
17 We recognise that you will retain your pre-existing intellectual property but we need to ensure that we, and our Investee Companies / Clients, obtain rights to use deliverables. For that reason we need you to grant the rights to us as set out in this condition 17. You hereby assign to TechAdVenture all Foreground Intellectual Property Rights and such Foreground Intellectual Property Rights shall vest in TechAdVenture with effect from the date of their creation. You waive all moral rights in any deliverables. You hereby grant to TechAdVenture a perpetual, royalty-free, non-exclusive licence, with the right to grant sub-licences to use and reproduce any Background Intellectual Property Rights as may be necessary for the use by TechAdVenture or our clients of the Foreground Intellectual Property Rights. You agree to do such further acts and execute such further documents as may be necessary to give effect to the provisions of this condition. This condition shall survive the expiry or termination of the Scope of Work or any agreement between you and us.
18 We expect you to provide us with work that is original and that does not infringe anyone else's rights. You shall be responsible for and shall indemnify TechAdVenture against all losses, costs (including without limitation legal costs), damages, liabilities, claims and expenses suffered or incurred by TechAdVenture in connection with any claim that the Services or deliverables provided by you to us or any of our clients infringe any Intellectual Property Right, moral right or other right belonging to a third party.
19 We consider our business information to be very important. You must not at any time disclose or use for any purpose other than to the extent necessary to perform the Services, any Confidential Information. "Confidential Information" shall include details of TechAdVenture’s business, clients, methodology or information resulting from work which you have carried out for us or for clients of TechAdVenture. For certain projects and at our discretion TechAdVenture may require you to sign a non-disclosure agreement and you shall do so on request. This condition shall survive the expiry or termination of the Purchase Order and completion of the Services or any agreement between you and us.
20 You must not disclose your working relationship with TechAdVenture or any of our products to any third party.
21 You shall not communicate details of work you are carrying out for TechAdVenture or your working relationship with TechAdVenture to the media or using social media (unless directed to do so by TechAdVenture).
22 This Contract (Agreement) and these terms and conditions and any agreement between you and us is subject to Scottish law and the exclusive jurisdiction of the courts of Scotland.
Definitions
Some words and expressions used in these terms and conditions are capitalised. They have the meanings set out below:
- "Background Intellectual Property" means any Intellectual Property Rights, other than Foreground Intellectual Property Rights that are used in the course of or in connection with the provision of the Services by you or that are owed or licensed to you and required for the use of the Foreground Intellectual Property;
- “Contract” the contract between you and TechAdVenture for the supply of Services in accordance with these terms and conditions;
- "Project Management Tool(s) " means any web-based project management tool used by TechAdVenture Limited and communicated to you;
- "Foreground Intellectual Property" means any Intellectual Property Rights that arise or are obtained or developed by you in the course of or in connection with the provision of the Services by you;
- "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- “Company Handbook” means the TechAdVenture Limited company handbook as published online at http://tav.uk.com/handbook
- "Services" means the services to be carried out by you as detailed in the "Purchase Order” means the purchase order issued by TechAdVenture Limited containing a description or specification of the Services
- "you" or "your" means you, the person, firm or corporation detailed in the Scope of Work.