Terms & Conditions
The purpose of this document is to confirm the arrangements between us. Your continuing instructions on this and subsequent projects will amount to your acceptance of these Terms of Business.
Payment Terms – Retainer Based Clients
If you are on a retainer based monthly service agreement, we will issue a single invoice on the last day of each month including your monthly fee and any additional ad hoc projects.
On occasion we may invoice for ad hoc work throughout the month. We will invoice for ad hoc projects upon delivery of a first proof.
Unless stated otherwise in your quotation document, all payments are due within 30 days of receipt of invoice.
Payment Terms – Ad-hoc Projects
Unless stated otherwise in your project quotation document, our payment terms for ad-hoc projects are as follows:
- 50% of total amount due on confirmation of order.
- 50% of total amount due on delivery of first proof.
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Estimate: The estimate of the time and expenses to be incurred in the provision of the Services provided to the Client and as updated by the Supplier from time to time.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment) and includes the Suppliers costs and any disbursements and third party costs and expenses incurred or to be incurred in the provision of the services.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the person or firm who purchases Services from the Supplier.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Deliverables: the deliverables set out in the Marketing Service Level Agreement and/or Quotes and Estimates produced by the Supplier for the Client.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.
Order: The Client’s written acceptance of a Marketing Service Level Agreement, Quote or Estimate by the Supplier, the Client’s purchase order or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied by the Supplier to the Client as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Client, which may form part of the Marketing Service Level Agreement, Quote or Estimate.
Supplier: Davies Marketing Associates Europa Ltd. registered in England and Wales with company number 04058940.
Supplier Materials: has the meaning set out in clause 4.1(h).
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written excludes fax but not email.
- Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Any Estimate given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue. Any Estimate given by the Supplier is an estimate of costs only and the basis for the Charges shall be determined in accordance with these Conditions.
- Supply of Services
3.1 The Supplier shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
- Client’s obligations
4.1 The Client shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Client’s premises for the supply of the Services where necessary;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Specification.
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by or if the Supplier sustains or incurs any claims costs expenses or losses as a result of any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall indemnify the Supplier from and against all claims costs expenses or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default, including without limitation in connection with any allegation the that Services infringe any Intellectual Property Rights of a third party.
- Charges and payment
5.1 The basis for the Charges for the Services shall be set out in the Estimate, or if not set out in the Estimate the basis for the Charges shall be the hourly rates set out in the Supplier’s current rate card. Rates set out in the rate card shall be subject to review by the Supplier on the 1st April in each year.
5.2 The Client shall pay the Charges within 30 days of receiving an invoice for the Services in cleared funds to a bank account nominated in writing by the Supplier.
5.3 The Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.4 Time for payment shall be of the essence of the Contract.
5.5 Risk in the Deliverables shall pass to the Client on delivery but property in the Deliverables shall not pass to the Client until the Supplier has received payment of the Charges in full and in cleared funds.
5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0% unless and until the Client has paid all of the Charges in connection with the Contract in full. The Supplier shall have a general lien on the Deliverables and any Client materials in its possession and the Supplier shall be entitled to sell such Deliverables and Materials in the event that any payment remains outstanding for more than two months after it falls due.
5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned or licenced by the Supplier.
6.2 The Supplier grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free non-transferable perpetual and irrevocable licence to copy in connection with its business for the purpose specified in the Specification the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables. This excludes any third-party rights which are subject to a specific licence, which will be specified by the supplier. Such rights will only be granted in accordance with the terms of the third-party licence. The supplier will be indemnified from any claims made by a third party in the event of the client exceeding those rights.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Client grants the Supplier or shall procure the grant to the Supplier of a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client. The Client warrants that the use of materials provided by the Client to the Supplier shall not infringe the Intellectual Property Rights of any third party.
- Data protection and data processing
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Supplier is the processor.
7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
7.4 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
(e) assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Client if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
7.5 The Client consents to the Supplier appointing third party processors of Personal Data under the Contract subject to the Client’s prior approval. The Supplier confirms that it has entered or (as the case may be) will enter with any third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7 and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 7.
7.6 The Supplier may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
- Limitation of liability:
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1, the Supplier’s total liability to the Client shall not exceed the Charges paid by the Client to the Supplier in connection with this Contract. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
8.3 This clause 8.3 sets out specific heads of excluded loss:
(a) Subject to clause 8.1, the types of loss listed in clause 8.3(b) are wholly excluded by the parties.
(b) The following types of loss are wholly excluded:
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
8.4 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.5 This clause 8 shall survive termination of the Contract.
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days written notice.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the Client commits a material breach of any term of the Contract
(b) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Client’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
(e) the Client fails to pay any amount due under the Contract on the due date for payment;
(f) there is a change of control of the Client.
(g) The Client fails to pay any amount due under any other contract between the Client and the Supplier on the due date for payment under that Contract,
9.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(d), or the Supplier reasonably believes that the Client is about to become subject to any of them.
- Consequences of termination
10.1 On termination of the Contract:
(a) in the event of termination by the Client under clause 9.1 or the Supplier under clause 9.2 the payment made (or due to be made) by the Client under clause 5.2 shall be forfeit to the Supplier.
(b) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied or costs incurred by the Supplier but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
(c) the Supplier shall return any deposit paid by the client less the sum of costs incurred in service to the contract.
(d) the Client shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
(e) Unless otherwise agreed by the Supplier in writing, in the event that termination of the Contract by the Client under clause 9.1 or the Supplier under clause 9.2 occurs less than 2 weeks prior to any proposed performance date specified in the Order the Client shall be liable to pay 100% of the Charges as set out in the latest Estimate issued by the Supplier.
10.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
(d) Notwithstanding this sub-clause 11.3, the Client grants to the Supplier the irrevocable, non-exclusive, world-wide licence to use the Client’s name and the likeness and biographical information of any person from whom the Client is acting in connection with the Services in any promotional materials of the Supplier.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice given to a party under or in connection with the Contract shall be either by email or in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address or, if this time falls outside business hours in the place of receipt, at 9:00 am on the next Business Day. In this clause 11.8(b)(i), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting
(iii) an email has been received during working hours as detailed in 11.8(b)(i)
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Independent Contractors. The Supplier and the Client are contractors independent of each other and neither has the authority to bind the other to any third party or act in any way as the representative of the other unless otherwise expressly agreed in writing by both parties. The Supplier may in addition to its own employees engage sub-contractors to provide all or part of the services being provided to the Client.
11.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
- Artwork Copyright.
12.1 Design proposals created during the process of pitching or providing an Estimate are intended for review by the Client referred herein only. It is not intended to be shared to any third, or other unauthorised party. All designs, drawings, renderings, pictures, plans are the property of the Supplier and are subject to Copyright. Any unauthorised copying, distribution, adaption, or use, for whatever purpose, whether in full or in part, without prior written consent is prohibited. Anyone who distributes or imitates this design will also be guilty of infringement of copyright.
12.2 All designs, drawings, renderings, pictures, plans created in the process of delivering Services are the property of the Supplier and are subject to Copyright. The Supplier agrees to transfer such Copyright in its entirety to the Supplier upon the receipt of payment in full for services as detailed in 5.2.
- Pandemic Restrictions.
13.1 In the event that restrictions are imposed due to a pandemic (such as those imposed due to COVID-19) and an event can no longer be delivered, the Supplier shall invoice the Client based on works completed and costs incurred up until the point of termination.
- Exhibition Exclusions
14.1 Floor space cost is not included as part of any quotation. Items not included as part of the quotation have not been quoted for.
- Pricing Notes
15.1 International quotation prices may be subject to change if there is a fluctuation in exchange rates. VAT is due on all quotations.
16.1 All items remain the property of the Supplier unless otherwise specified and/or the goods have been paid for in full.
17.1 Storage of any purchased items or stand elements are excluded from this proposal. Storage facilities are subject to quotation.
18.1 Failure to meet agreed deadlines may result in additional charges being occurred or delivery dates being missed.
19. Third-Party Involvement
19.1 The Supplier cannot be held liable for any non-deliveries by a third-party supplier.
20.1 The Supplier hold public liability insurance (PLI) up to £5,000,000.