Salt Thinking standard terms and conditions for the procurement of services from third parties
These Terms form the basis of the supply of Services to Salt by all Service Providers of Salt and are deemed incorporated into all Statements of Work with Service Providers to Salt unless otherwise agreed in writing between the parties. These Terms take precedence over any other terms and conditions a Service Provider may attempt to impose on Salt unless expressly agreed in writing by an authorised signatory of Salt to override these Terms.
1.
Interpretation
1.1.
In these Terms the following expressions shall have the following meanings:
Affiliates shall mean in relation to a Party, any company, any other company which from time to time is directly or indirectly controlling or controlled by or in common control by such Party and “control” means power to direct the management and affairs of such other company by whatever means.
Anti-Bribery Requirements means all applicable anti-bribery legislation, regulations, codes and/or sanctions, both national and foreign, including the US Foreign Corrupt Practices Act and the UK Bribery Act.
Confidential Information means any information relating to a Party's business, finances, technical capabilities, strategies, personal data, intellectual property, research, development plans, and results or data created under these Terms or any SOW, which is marked as confidential or disclosed in circumstances where it would reasonably be understood to be confidential whether before or after the date of these Terms.
Client(s) means a client or potential client of Salt.
Data Protection Legislation means the Data Protection Act 2018, GDPR, UK GDPR, and all other applicable laws and regulations relating to data protection, privacy, and electronic communications, including relevant guidance issued by the Information Commissioner and any similar legislation that may be enacted from time to time.
Disclosing Party the Party disclosing Confidential Information.
Fees shall mean Service Provider’s fees for the provision of Services as detailed in the SOW.
Intellectual Property Rights means all intellectual property rights worldwide, whether registered or unregistered, including patents, trademarks, copyrights, design rights, trade secrets, know-how, database rights, software rights, domain names and all applications, renewals, and extensions thereof, together with any similar or equivalent rights that may exist now or in the future.
Key Personnel shall mean such key Project staff as shall be deemed necessary by the Parties to achieve the Project, including those key personnel of the Service Provider noted within the applicable SOW as key to delivery of the Services.
Materials means all products and literature provided to the Service Provider for the purpose of carrying out the Services by Salt and/or its clients.
Manager means the representative of the Parties appointed in each SOW as responsible for the Project, as amended by written notice from time to time.
Pass-Through Costs shall mean all ancillary and third party costs incurred by Service Provider in carrying out the Services for Salt including agreed travel expenses, packaging, postage, couriers and any other costs as further described in the SOW.
Payment Schedule shall mean the payment schedule set out in the SOW.
Personal Data shall mean personal data and sensitive personal data (including but not limited to names, addresses, dates of birth and any data relating to a Subject’s medical treatment and history, which allow identification of a Subject) as defined in applicable law pursuant to the GDPR.
Personnel means any employee, director, contractor or agent used by Service Provider to provide the Services.
Project shall mean the project specified set out in the SOW.
Project IPR means any and all materials including all Intellectual Property Rights in such materials generated by or for the Service Provider in connection with the provision of the Services (whether or not generated in response to a specific request or requirement by Salt).
Receiving Party means the Party receiving Confidential Information.
Scope of Work shall mean the technical and quality standards required and processes to be followed, set out in the relevant SOW, as may be updated or amended from time to time.
Services shall mean the services set out in the Scope of Work in the SOW.
Service Provider means the third party providing or proposing to provide Services to Salt.
Statement of Work or SOW means the agreement containing the specific details of the Project agreed between the parties in accordance with clause 2.
Third Party Material means Intellectual Property Rights of third parties used or forming part of the Services or Work Product.
Work Product means the deliverable items that the Service Provider is contracted to provide to Salt under each SOW.
1.2.
In case of any conflict between the terms of these Terms and a SOW, the terms of these Terms shall prevail unless specifically expressed to the contrary in the SOW.
2.
Agreement
2.1.
Salt's submission of a SOW to the Service Provider constitutes an offer by Salt to purchase the Services specified in the SOW from the Service Provider. The SOW shall be deemed to be accepted on the earlier of: (i) the Service Provider issuing written acceptance of the SOW; or (ii) any act by the Service Provider consistent with fulfilling the SOW; at which point and on which date the Terms shall come into force.
2.2.
By accepting Salt’s SOW, the Service Provider shall be deemed to have accepted these Terms, which shall govern the purchase of all Services to the exclusion of any other terms and conditions that the Service Provider seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3.
Any conflicting, additional, or different terms proposed by Service Provider in any form (including but not limited to invoices, delivery notes, confirmations, or other documents) are hereby rejected and shall be void and of no effect. Service Provider's performance of work or acceptance of payment shall constitute Service Provider's acceptance of these Terms regardless of any objection or reservation expressed by Service Provider.
3.
Services
3.1.
Service Provider shall perform such Services relating to the Project as are described in the SOW and which are indicated to be the responsibility of Service Provider.
3.2.
Service Provider agrees to perform the Services in accordance with:
3.2.1.
These Terms and its Schedule.
3.2.2.
The SOW including any amendments thereto.
3.2.3.
Service Provider’s standard operating procedures.
3.2.4.
Best industry practice in a professional and diligent manner including where relevant the ABPI & EFPIA Code of Practice, or equivalent as applicable to the Services.
3.2.5.
All applicable laws, rules and regulations including all relevant Data Protection Legislation, and
3.2.6.
Salt's reasonable requests and instructions.
3.3.
Service Provider will ensure that where relevant:
3.3.1.
The Services are carried out by appropriately qualified and experienced personnel with appropriate qualifications and experience to be responsible for each SOW.
3.3.2.
Personnel are subject to obligations of confidentiality no less stringent than those set out in these Terms.
3.3.3.
All relevant Personnel providing Services have been fully and properly trained on applicable ABPI (or equivalent) and data protection legislation (if relevant to the Services), within the 1 years preceding the date of the SOW.
3.3.4.
Service Provider shall ensure that all Key Personnel of the Service Provider shall be available to provide the Services for the full duration of the Project and no changes or Key Personnel shall be made without the prior written consent of Salt.
3.3.5.
In the event that Salt is not satisfied with the performance of any Key Personnel or a member of the Service Provider's Key Personnel leaves the employment of the Service Provider for whatever reason, Service Provider shall replace that Key Personnel at no additional cost with a substitute. Salt has complete discretion on whether to accept or reject any substitute if they do not have the required skills or experience.
3.3.6.
It allocates sufficient resources to provide the Services in accordance with the terms of these Terms and each SOW.
3.4.
Where timelines and dates are specified within a SOW they shall be considered of the essence.
3.5.
Service Provider has the right to supply a substitute for any Personnel of equivalent knowledge and expertise and acknowledges that Salt has the right to refuse the replacement if, in Salt’s absolute discretion, the replacement is not sufficiently qualified to undertake the work.
3.6.
Where substitution of any sort occurs, Service Provider will be responsible for the payment of the replacement during any handover period between the original Personnel and their replacement and there will be no further payments outside of the agreed terms to pay for any such handover period between the original Personnel and their replacement. Salt will not be charged for any time required to train any substitute in the requisite SOW scope, SOPs and processes.
4.
Payment
4.1.
Unless specified otherwise in the SOW, Service Provider shall invoice Salt upon a monthly basis for Services completed within the previous month or deliverable item that was delivered within the preceding month. All Fees within a SOW are fixed unless otherwise agreed within the SOW.
4.2.
All Pass-Through Costs will be invoiced to Salt at cost on supply of a valid VAT receipt.
4.3.
No Fees or Pass-Through Costs shall be paid by Salt which are not specified in a SOW.
4.4.
Invoices are payable within 30 days of receipt. Interest for late payment will be paid at the rate of two per cent over the Bank of England base rate from time to time in force, per month.
4.5.
All Fees and Pass-Through Costs will be invoiced in Pounds Sterling.
5.
Term & termination
5.1.
The SOW becomes effective in accordance with clause 2 and will remain in force for the term in the SOW unless terminated earlier pursuant to the provisions of these Terms.
5.2.
Each Party may upon not less than 30 days prior written notice, addressed to the other party’s registered office, terminate any SOW for any reason without liability except as expressly provided in this clause.
5.3.
Either Party may terminate these Terms or any SOW with immediate effect if:
5.3.1.
The other Party is in material breach of these Terms or any SOW and where such breach is capable of being remedied, has failed to remedy such breach within fourteen (14) days of receiving notice requiring that such breach be remedied; or
5.3.2.
The other Party becomes bankrupt or insolvent or goes into liquidation or has a resolution passed or petition presented for its winding up (other than for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over all or any part of its assets or ceases or threatens to cease to carry on its business.
5.4.
Upon receipt of notice to terminate prior to the completion of the relevant Services, Service Provider shall promptly terminate conduct of the Services and complete only those Services requested by Salt during such notice period and in accordance with Salt's reasonable instructions. Service Provider shall be reimbursed for all costs and expenses reasonably incurred prior to receipt of notice to terminate.
6.
Confidentiality
6.1.
The Receiving Party shall keep the Confidential Information confidential and shall disclose the Confidential Information only to those employees, agents, advisors or subcontractors or employees, agents, advisors or subcontractors of Affiliates of the Receiving Party who need to know such Confidential Information and to any third parties identified within the Scope of Work as are necessary to carry out the Services. The Receiving Party shall ensure proper and secure storage for the Confidential Information and any copies thereof. The measures which the Receiving Party exercises in relation to the Confidential Information shall be no less secure than the measures the Receiving Party applies to its own confidential information which the Receiving Party warrants as providing adequate protection against unauthorised disclosure, copying or use.
6.2.
Confidential Information shall not include any part of such information which: a) is or comes into the public domain through no breach hereof; b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party or c) is received by the Receiving Party from a third party who has the right to make such disclosure and did not obtain such information from the Disclosing Party or one of their employees. Notwithstanding the foregoing, the Receiving Party shall be entitled to make any disclosure required by law providing that to the extent possible the Receiving Party gives the Disclosing Party reasonable notice of the need to disclose.
6.3.
Subject as set out elsewhere in these Terms, all Confidential Information shall remain the property of the Disclosing Party and all know how, information and data derived from the Confidential Information and all intellectual property rights created, generated or conceived in connection with these Terms shall be vested in and owned by the Disclosing Party, unless otherwise agreed between the Parties in writing.
6.4.
The Confidential Information belonging to the Disclosing Party shall be returned to the Disclosing Party upon the termination of these Terms or earlier if requested by the Disclosing Party. The Receiving Party shall only be entitled to retain a copy of any Confidential Information in order to enable that Party to comply with its obligations hereunder. The obligations in this clause shall remain in force for a period of ten (10) years following disclosure of the Confidential Information irrespective of whether Services are ongoing between the Parties and notwithstanding termination of the Services or these Terms.
6.5.
Neither Party shall use the name, symbol, trademark, trade name or logo of the other Party or its Affiliates or any Cient of Salt named in any SOW in any publicity, publication, press release, public announcement, public statement or any other form of public disclosure, whether oral or written, without the prior written consent of the other Party in each instance.
7.
Ownership of data & intellectual property
7.1.
Project IPR, and all data, materials, documents and information supplied to Service Provider by Salt or specifically prepared or developed during the course of the Services shall be the sole and absolute property of Salt (or its Client) and all such rights, title and interest in the Project IPR (both present and future) are hereby assigned to Salt, in consideration of the Fees paid to the Service Provider by Salt for the Services and the Service Provider hereby waives all moral rights in such Project IPR. The Service Provider shall also procure that the Service Provider Personnel shall assign absolutely all of their rights, title and interest in all and any present and future Project IPR, and will procure that the Service Provider Personnel waive all moral rights in the Project IPR.
7.2.
At the request and reasonable expense of Salt, the Service Provider shall do all things and sign all documents reasonably necessary or desirable in the opinion of Salt to enable Salt to obtain, use, exploit, defend and enforce the Project IPR.
7.3.
The Service Provider represents and warrants that the Project IPR shall not infringe the Intellectual Property Rights of any Third Party and shall be free from any encumbrances, restrictions on transfer to Third Parties and other Third Party rights.
7.4.
The Service Provider may not use or publish nor may it procure any publication regarding Salt, the Services or any data relating to or resulting from the Services whether anonymised or not (including Confidential Information) without the express prior written consent of Salt, which shall be determined at Salt's absolute discretion.
7.5.
If the Service Provider shall incorporate any Third Party Intellectual Property Rights in the Work Product the Service Provider hereby grants to Salt, and shall procure that any such third parties shall grant to Salt, a non-exclusive, royalty free, worldwide, perpetual license, with the right to sublicense and authorise the granting of sublicenses, to use, sell, assign, creative derivative works of, repurpose, reproduce and/or otherwise dispose of all or any part of the Third Party Intellectual Property Rights and the Service Provider shall execute all such necessary documentation in order to give effect to such licence.
7.6.
The Service Provider warrants and undertakes that its Work Product shall be original and shall not have been previously published or exploited in any part of the world and shall not be blasphemous, obscene or libellous, or constitute fraud, misrepresentation, an unlawful business practice or unfair competition.
8.
Indemnity and liability
8.1.
Service Provider shall indemnify Salt, its Affiliates, directors, officers, employees, agents and Clients from and against any and all third party complaints, claims, actions, proceedings, costs, expenses, losses, damages and liabilities whatsoever and howsoever arising from:
8.1.1.
Service Provider's performance or non-performance of the Services.
8.1.2.
Service Provider's breach of any representation, warranty, or obligation under this Agreement.
8.1.3.
Any negligent act or omission or willful misconduct of Service Provider or its Personnel.
8.1.4.
Any actual or alleged infringement of any third party's Intellectual Property Rights by the Work Product or Services.
8.1.5.
Any violation of applicable laws or regulations by Service Provider or its Personnel.
8.1.6.
Defending or settling any such claims identified above, including reasonable legal and professional costs and the full cost of Salt's employees' time involved in dealing with any of the same.
8.2.
Nothing in these Terms shall have the effect of limiting or excluding either party's liability for fraud or for death or personal injury resulting from its negligence or any other liability to the extent the same may not be excluded as a matter of law. Subject to the foregoing, the maximum aggregate liability of Salt arising out of or in connection with these Terms shall not exceed the value of the Fees for Services payable to Service Provider under the particular SOW giving rise to the claim.
8.3.
No Party shall have any liability to any other Party for any indirect or consequential losses or damage, including any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party (whether in contract, tort, including negligence or breach of statutory duty, or otherwise) whensoever, wheresoever or howsoever arising provided that this exclusion shall not apply to Service Provider's breach of clauses 6, 7 or 9 and/or Service Provider's gross negligence or wilful misconduct. This section shall survive termination of these Terms (by completion of Services or otherwise).
9.
Data protection
9.1.
The Service Provider will comply with the Salt Supplier Security & Privacy Requirements here.
9.2.
With regard to Service Provider's Personnel:
9.2.1.
Salt will hold computer records and personnel files relating to Service Provider and its Personnel. Salt requires such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of worker records.
9.2.2.
Service Provider has obtained consent from all Personnel for Salt to process their work related personal data (as "process" and "personal data" are defined in the Data Protection Act 2018) for personnel, administration and management purposes. Salt may also make Personnel business CV available for marketing purposes to Clients and potential clients. Salt may, when necessary for those purposes, make such data available to its advisers, to parties providing products and/or services to Salt, to regulatory authorities (including the Inland Revenue and the MHRA), to any potential purchasers of Salt or its business (on a confidential basis) and to client and potential new clients (on a confidential basis), and as required by law. Service Provider confirms that its Personnel consent to such data being transferred to entities located outside the European Economic Area (including countries not having equivalent protection for personal data to the European Union). Further, Service Provider confirms that its Personnel hereby agree that Salt may transfer such data to and from Salt Affiliates and clients including any Salt Affiliates and clients located outside the European Economic Area.
9.3.
The Service Provider acknowledges and agrees that the Service Provider's name, payment received under these Terms as well as other relevant information, as deemed appropriate by Salt, may be disclosed, reported or transferred to a third party if pursuant to Applicable Laws or if otherwise reasonably required by Salt.
9.4.
The Service Provider hereby warrants and confirms that it has made its Personnel aware of all of the terms set out in this clause and that it has obtained its Personnel's explicit consent to such terms.
10.
Record keeping & right to inspect
10.1.
Service Provider shall keep all materials and records pertaining to a SOW for a period of 7 years subsequent to termination of the SOW at no additional cost. After 7 years, except in case Salt confirms otherwise in writing, then such records can be destroyed by Service Provider.
10.2.
Salt shall have reasonable access to offices, plant, properties, books and records relating to the Products and Services during normal business days during the Term of the SOW and for 6 months post termination, so that Salt can check the Services are being handled in conformance with clauses 3.2 and 3.3 on 3 working days written notice where such inspection is for cause, and in all other circumstances upon 14 days written notice.
10.3.
In the event of any health authority inspection relating to the Services at Service Provider's premises, Service Provider shall inform Salt as soon as it is notified.
11.
Insurance
11.1.
Service Provider shall ensure that it has in place public liability and professional indemnity insurance for the acts or omissions of its employees, directors, agents and subcontractors and cyber insurance to cover all reasonable cyber and IT risks which might reasonably affect its business.
12.
Force majeure
12.1.
No Party hereto shall be responsible or liable to the other for any failure or delay on its part to perform any of its agreements, covenants or obligations under these Terms or any SOW if such failure results from events or circumstances reasonably beyond the control of such Party ("FM Event"). The affected Party shall inform the other Party as soon as it becomes aware of the occurrence of any such event and shall exert all reasonable efforts to resume performance with all possible speed. To the extent that an FM Event continues for a period in excess of one (1) month, either Party may terminate the SOW without incurring any liability to the other Party.
13.
Restrictions
13.1.
Service Provider shall ensure that it shall not (except with the prior written consent of Salt) be involved in any competing projects which are in direct competition with Projects in which Service Provider is involved for Salt without Salt specific written consent.
13.2.
Service Provider shall immediately disclose to Salt any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Service Provider.
13.3.
Service Provider undertakes that it shall not, at any time after the termination of the SOW represent itself as being in any way connected with the business or activities of Salt or its Clients.
13.4.
Service Provider agrees that for a period of twelve (12) months from the termination of the SOW that it will not canvas, solicit or otherwise in any way seek to procure the business or business opportunities from any Client of Salt where the Client has been a Client of Salt at any time during the term of the SOW for which Service Provider has provided Services.
13.5.
Neither party may without the other party's written consent, solicit (directly or indirectly) the employment or engagement of any of the other party's employees or contractors whom are directly involved in the performance of the SOW, during the term of the SOW or for twelve (12) months thereafter.
13.6.
In the event that a party breaches 13.3, 13.4 or 13.5, the breaching party shall indemnify the non breaching party for any and all direct costs incurred by the non breaching party as a result of the disruption caused including agency fees and/or termination costs or expenses.
14.
Anti-bribery and anti-corruption
14.1.
The Service Provider will comply with all applicable Anti-Bribery Requirements.
14.2.
Service Provider and its Personnel will, in compliance with all relevant securities laws, refrain from buying or selling shares or securities in Salt's Clients where it has obtained that non-public information as a consequence of providing the Services.
14.3.
Any breach by Service Provider of this clause will be deemed a material breach of these Terms that is not capable of relief and will entitle Salt to terminate these Terms with immediate effect.
15.
No employment or agency
15.1.
Nothing contained in the SOW shall have effect as constituting any relationship of employer and employee between Salt and the Service Provider or any of its Personnel. Service Provider is engaged by Salt, as an independent professional service provider with the ability to take ownership of the assignment and accepts responsibility for proper performance of the agreed Services. No member of Services Provider's Personnel shall be deemed an employee of Salt, and the Service Provider is capable of performing the Services without requiring supervision or control by Salt, on the terms and subject to the conditions of these Terms and the SOW. Neither Party seeks to create or imply any mutuality of obligation between the Parties. Salt is not obliged to pay Service Provider at any time that there is no work available or required during the Term of the SOW. Service Provider acknowledges that Salt does not guarantee Service Provider any particular amount of work under the SOW and work must be carried out to be invoiced.
15.2.
Nothing in these Terms shall constitute Service Provider or any Personnel as an agent of Salt. Neither Service Provider nor any Personnel shall have any right or power whatsoever to contract on behalf of Salt or bind it in any way in relation to third parties unless specifically authorised to do so in writing.
15.3.
Service Provider shall bear exclusive responsibility for the payment of and shall indemnify and hold harmless Salt in respect of:
15.3.1.
Any social security contributions, income tax or equivalent tax and other statutory charges in respect of any payments made to Service Provider or any Personnel under these Terms chargeable in respect of the fees paid under these Terms by any governmental, national or local tax authority or body.
15.3.2.
Any Service Provider Personnel claiming any right, protection or entitlement against Salt as a consequence of claiming employee or worker status with Salt or its Client.
16.
Information technology
16.1.
Service Provider information technology used as part of the Services shall comply with the Salt Security & Privacy Requirements here.
16.2.
Service Provider shall not use artificial intelligence in the supply of the Services that do not comply with the requirements set forth in Salt Security & Privacy Requirements here.
16.3.
Service Provider may be provided with a Salt e-mail address or access to software or other IT infrastructure for the performance of its Services. Service Provider shall ensure that its Personnel shall use this e-mail address for all email activity with Salt and shall comply with Salt's IT policies from time to time. In any event Service Provider shall ensure that its Personnel shall not send any e-mails of a defamatory or abusive nature or which constitute sexual, racial or any other form or harassment.
17.
General
17.1.
Where required by industry regulations and/or applicable local laws, the Service Provider consents to the public disclosure of the fee paid to Service Provider.
17.2.
The Service Provider may not assign, transfer, charge, sub-contract or otherwise dispose of the SOW or any of its rights or obligations arising hereunder without the prior written consent of Salt. The Service Provider will remain responsible for all actions and omissions of such sub-contractors and will ensure that such sub-contractors enter into terms concerning the Intellectual Property Rights and confidentiality obligations which are at least equivalent to these Terms and shall also comply with Salts Supplier Security & Privacy Requirements here.
17.3.
All notices required to be served or given hereunder shall be in writing and delivered by hand or sent by first class registered post or courier to the recipient's address as specified above or such other address as either party may notify to the other. Any notice shall be deemed to be served if delivered by hand, on delivery or if sent by registered post or courier, two working days after posting or despatch.
17.4.
The failure of either party to enforce any term of or right arising pursuant to these Terms does not constitute a waiver of such term or right and shall in no way affect that party's right later to enforce or exercise the term or right.
17.5.
These Terms may only be varied by written consent of an authorised officer of both parties.
17.6.
The invalidity or unenforceability of any term of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining terms and rights.
17.7.
A party who is not a Party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms other than as specifically specified herein, except that Salt's Client for whom the Service Provider was providing Services may enforce any of these Terms as if it were a party to the SOW.
17.8.
This Agreement sets out the entire Agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter.
17.9.
The validity, construction and performance of the SOW shall be governed by and interpreted in accordance with the laws of England and the Parties hereby submit irrevocably to the non-exclusive jurisdiction of the English Courts.