_______________ 2019

MATSOURCE LIMITED

[SUPPLIER]

____________________________________________

Supplier Agreement

____________________________________________

Table Of Contents

1. INTERPRETATION
2. COMMENCEMENT AND DURATION
3. APPOINTMENT AS AGENT
4. SERVICES
5. MATSOURCE'S RESPONSIBILITIES
6. SUPPLIER'S OBLIGATIONS
7. SUPPLIER INDEMNITY
8. REGISTRATION
9. USE OF THE WEBSITE
10. CUSTOMER QUOTE
11. CHARGES AND PAYMENT
12. INTELLECTUAL PROPERTY RIGHTS
13. COMPLIANCE WITH LAWS AND POLICIES
14. DATA PROTECTION
15. CONFIDENTIALITY
16. LIMITATION OF LIABILITY
17. TERMINATION
18. CONSEQUENCES OF TERMINATION
19. FORCE MAJEURE
20. ASSIGNMENT AND OTHER DEALINGS
21. VARIATION
22. WAIVER
23. RIGHTS AND REMEDIES
24. SEVERANCE
25. ENTIRE AGREEMENT
26. CONFLICT
27. NO PARTNERSHIP OR AGENCY
28. THIRD PARTY RIGHTS
29. NOTICES
30. COUNTERPARTS
31. DISPUTE RESOLUTION
32. GOVERNING LAW
33. JURISDICTION
34. Data Sharing

Schedule 

THIS AGREEMENT IS DATED

Parties

• MATSOURCE LIMITED incorporated and registered in England and Wales with company number 11782613 whose registered office is at Cedar House, Hazell Drive, Newport, Gwent, United Kingdom, NP10 8FY (Matsource); and
• [SUPPLIER NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the Supplier).

Background

• Matsource is in the business of providing an online platform which allows independent third party suppliers the opportunity to quote for material requested through Matsource’s website by Customers and supply such materials in the event that Customers accept such quote.
• The Supplier agrees to obtain and Matsource agrees to provide the Services on the terms set out in this agreement.

Agreed Terms

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

• 1.1Definations

• 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
• 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• 1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
• 1.5A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.6Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• 1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• 1.8This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
• 1.9A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• 1.10A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
• 1.11 A reference to writing or written includes fax and email.
• 1.12Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• 1.13 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
• 1.14References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
• 1.15Any 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.

2. COMMENCEMENT AND DURATION

   • 2.1 This agreement shall commence when the Supplier registers to use the Website and accepts Matsource’s terms and conditions contained on its Website (Commencement Date). This agreement shall continue in place, unless terminated in accordance with clause 17 (Termination).
   • 2.2 In consideration of the mutual exchange of promises and other good and valuable consideration, Matsource shall provide the Services to the Supplier in accordance with this agreement.

3. APPOINTMENT AS AGENT

   • 3.1 The Supplier appoints Matsource as its agent to enter into contracts with Customers on behalf of the Supplier on the terms of this agreement, and Matsource accepts its appointment on those terms.

4. SERVICES

   • 4.1 Matsource shall provide the Supplier with access to its Website which is an online platform allowing the Supplier the opportunity to quote for Material requested by Customers. When a Customer accepts a quotation provided by the Supplier, Matsource shall enter into a contract with the Customer as agent for the Supplier (the Services).

5. MATSOURCE'S RESPONSIBILITIES

   • 5.1Matsource shall use reasonable endeavours to supply the Services, in accordance with this agreement in all material respects.
   • 5.2 Should the Supplier wish to submit any queries to Matsource, such queries can be sent to admin@matsource.co.uk

6. SUPPLIER'S OBLIGATIONS

   • 6.1The Supplier shall:
     • 6.1.1 co-operate with Matsource in all matters relating to the Services;
     • 6.1.2 ensure that all persons registered on the Supplier Portal as a “user” have the authority to contractually bind the Supplier on matters relating to the Services (including authority to quote and accept orders); and
     • 6.1.3provide to Matsource in a timely manner all information reasonably required by Matsource in connection with the Services and ensure that such information is accurate and complete.
   • 6.2If Matsource's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Supplier, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Matsource shall be allowed an extension of time to perform its obligations equal to the delay caused by the Supplier.

7. SUPPLIER INDEMNITY

Matsource shall not be liable for any Materials purchased via the website, any loss or damage which may result from their subsequent use or any breach of a sales contract between the Customer and the Supplier. The Supplier shall indemnify Matsource against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Matsource arising out of or in connection with any claim made against Matsource for breach of any sales contract between the Customer and the Supplier.

8. REGISTRATION

   • 8.1 The Supplier shall register for use of the Website, providing full and accurate details.
   • 8.2 By registering to use the Website, the Supplier consents to Matsource conducting a credit check as part of its due diligence process.
   • 8.3 It is the Supplier’s sole responsibility to ensure that all details in the “standing data” section of the Supplier Portal are kept up to date.

9. USE OF THE WEBSITE

   • 9.1The Supplier is responsible for ensuring that its users keep any account details and passwords confidential.
   • 9.2The Supplier shall not contact the Customer directly once a request for a quote has been submitted to the Supplier’s Portal.
   • 9.3The Supplier shall send a copy of its terms and conditions to Matsource (admin@matsource.co.uk) during the registration process and shall send updates to its terms and conditions should they change. The contract for the sale of the Material is between the Customer and the Supplier. At no point shall title to the Material pass to Matsource.
   • 9.4The Supplier agrees that by using the Website, once a Customer accepts a quote, the Supplier is entering into an agreement with the Customer for the provision of the Material.

10. CUSTOMER QUOTE

    • 10.1 Matsource provides no guarantee that the Supplier will be asked to provide any quotes or any minimum number of quotes.
    • 10.2 The Supplier will receive an email notification as well as a notification on the Supplier Portal confirming that a quote has been requested. The timescale to provide the quote will be dictated by the Customer when the Customer requests a quote.
    • 10.3 Matsource shall provide the Supplier with access to a credit score for the Customer along with the date the credit score was obtained. This will be visible to the Supplier when the Customer submits a request for a quote. It is the Supplier’s decision as to whether it is prepared to offer credit terms to a Customer. The Supplier is responsible for its own checks in this regard and should not rely on information provided by Matsource.
    • 10.4 When submitting a quote, the Supplier shall complete all required fields on the Website.
    • 10.5 The Supplier is responsible for the accuracy of the pricing when returning its quote to the Customer;

11. CHARGES AND PAYMENT

    • 11.1 Customer payments shall be made to Matsource as agent for the Supplier. Matsource shall remit payment to the Supplier within five Business Days of receipt from the Customer.
    • 11.2Except where Customers are offered credit terms, Material will not be released to the Customer until such time as payment has been received by Matsource. Once payment has been received by Matsource, a notification will be issued to the Supplier via the Supplier Portal and via email, to release the Material. The Supplier agrees that payment received by Matsource shall be treated as payment received by the Supplier for the purposes of issuing the Material to the Customer.
    • 11.3Where Customers are offered credit terms, the Supplier enters into a contract with the Customer upon acceptance of a quote by the Customer through the Website. Once a Supplier’s quote is accepted, a notification will be issued to the Supplier to release the Material to the Customer.
    • 11.4All payments received from the Customer and due to the Supplier will be held in a separate segregated account prepared for the benefit of the Supplier.
    • 11.5Matsource shall issue a statement to the Supplier at the end of each calendar month confirming any amounts due to the Supplier. This statement can also be accessed via the Supplier Portal.
    • 11.6 Matsource shall charge an agency fee for all contracts entered into between the Supplier and a Customer. Such charge shall be payable by the Customer.
    • 11.7 Matsource shall not be liable for making any payments to the Supplier if such payment has not been received from the Customer. If payment is not received from the Customer, Matsource shall chase the Customer for payment. If payment is not received from the Customer within 14 days after payment is due, the Supplier is permitted to chase the Customer for payment directly.
    • 11.8Matsource shall keep a record of any late payments received from Customers and shall make such information available to the Supplier where relevant.

12. INTELLECTUAL PROPERTY RIGHTS

    • 12.1In relation to the Deliverables:
      • 12.1.1Matsource and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Supplier Materials; and
      • 12.1.2 Matsource grants the Supplier, or shall procure the direct grant to the Supplier of, a fully paid-up, worldwide, non-exclusive, non-sub-licensable, non-transferable, royalty-free licence during the term of this agreement to copy and modify the Deliverables (excluding the Supplier Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
    • 12.2 In relation to the Supplier Materials, the Supplier:
      • 12.2.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Supplier Materials; and
      • 12.2.2 grants Matsource a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Supplier Materials for the term of this agreement for the purpose of providing the Services to the Supplier.
    • 12.3 Matsource:
      • 12.3.1 warrants that the receipt, use and onward supply of the Services and the Deliverables by the Supplier shall not infringe the rights, including any Intellectual Property Rights, of any third party;
      • 12.3.2 shall, subject to clause 16 (Limitation of liability), indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and
      • 12.3.3shall not be in breach of the warranty at clause 3.1, and the Supplier shall have no claim under the indemnity at clause 12.3.2, to the extent the infringement arises from:
        • the use of the Supplier Materials in the development of, or the inclusion of the Supplier Materials in any Deliverable;
        • any modification of the Deliverables or Services, other than by or on behalf of Matsource; and
        • compliance with the Supplier's specifications or instructions.
      • 12.4 The Supplier:
        • 12.4.1 warrants that the receipt and use of the Supplier Materials in the performance of this agreement by Matsource, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
        • 12.4.2 shall indemnify Matsource in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Matsource arising out of or in connection with any claim brought against Matsource, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, arising out of, or in connection with, the receipt or use in the performance of this agreement of the Supplier Materials.
      • 12.5 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 12, the Indemnified Party shall:
        • 12.5.1 notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 3.2 or clause 12.4.2 (as applicable) (IPRs Claim);
        • 12.5.2 allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;
        • 12.5.3provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and
        • 12.5.4not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

13. COMPLIANCE WITH LAWS AND POLICIES

    • 13.1In performing its obligations under this agreement, the Supplier shall comply with the Applicable Laws.
    • 13.2 Changes to the Services required as a result of changes to the Applicable shall be agreed in writing between the parties.

14. DATA PROTECTION

    • 14.1Both parties will comply with all applicable requirements of the Data Protection Legislation and the obligations set out in Schedule 1. This clause 14 and Schedule 1 are in addition to, and do not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

15. CONFIDENTIALITY

    • 15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Suppliers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
    • 15.2Each party may disclose the other party's confidential information:
      • 15.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
      • 15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • 15.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

16. LIMITATION OF LIABILITY

    • 16.1 The restrictions on liability in this clause 16 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • 16.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    • 16.3Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
      • 16.3.1 death or personal injury caused by negligence;
      • 16.3.2 fraud or fraudulent misrepresentation; and
      • 16.3.3 any other liability that cannot be excluded by law.
    • 16.4 Subject to clause 3, Matsource's total liability to the Supplier per Contract Year shall not exceed the agency fees paid to Matsource as a result of the sales generated by the Supplier via the Website during the previous 12 months.
    • 16.5 This clause 5 sets out specific heads of excluded loss:
      • 16.5.1 Subject to clause 3, the types of loss listed in clause 16.5.2 are wholly excluded by the parties.
      • 16.5.2The following types of loss are wholly excluded:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill; and
        • indirect or consequential loss.
      • 16.6Matsource has given commitments as to compliance of the Services with relevant specifications in clause 5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
      • 16.7 Unless the Supplier notifies Matsource that it intends to make a claim in respect of an event within the notice period, Matsource shall have no liability for that event. The notice period for an event shall start on the day on which the Supplier became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

17. TERMINATION

    • 17.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      • 17.1.1 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
      • 17.1.2 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      • 17.1.3 any of the following (each being an “Insolvency Event”) occurs in relation to the Supplier or Matsource (being the “Relevant Party”):
        • any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction (which in each case which is not withdrawn or dismissed as soon as reasonably practicable) in relation to or with a view to: (i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Relevant Party (except that no right to terminate will arise in respect of any procedure commenced for the purpose of a solvent amalgamation or reconstruction); (ii) the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of the Relevant Party or any of its assets; (iii) the enforcement of any security over any assets of the Relevant Party; (iv) a debt relief order being made in respect of the Relevant Party; (v) the attachment, sequestration, distraining upon or execution over or affecting any material asset of the Relevant Party;
        • the Relevant Party is unable to pay its debts as they fall due or is insolvent; or
        • the Relevant Party enters into a composition or arrangement with its creditors or any class of them;
        • the party ceases to carry on its business or substantially all of its business, or is struck off; or
        • the commencement of any analogous procedure or step in relation to such party in any jurisdiction other than England and Wales.
      • 17.2 Without affecting any other right or remedy available to it, Matsource may terminate this agreement with immediate effect by giving written notice to the Supplier if there is a change of Control of the Supplier.
      • 17.3 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days written notice to the other party.

18. CONSEQUENCES OF TERMINATION

    • 18.1 On termination or expiry of this agreement the following clauses shall continue in force: clause 1 (Interpretation), clause 7 (Non-solicitation), clause 12 (Intellectual property rights), clause 15 (Confidentiality), clause 16 (Limitation of liability), clause 18 (Consequences of termination), clause 22 (Waiver), clause 24 (Severance), clause 26 (Conflict), clause 31 (Multi-tiered dispute resolution procedure), clause 32 (Governing law) and clause 33 (Jurisdiction).
    • 18.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

19. FORCE MAJEURE

    • 19.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
      • 19.1.1 acts of God, flood, drought, earthquake or other natural disaster;
      • 19.1.2 epidemic or pandemic;
      • 19.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      • 19.1.4 nuclear, chemical or biological contamination or sonic boom;
      • 19.1.5 any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
      • 19.1.6 collapse of buildings, fire, explosion or accident;
      • 19.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and
      • 19.1.8 interruption or failure of utility service.
    • 19.2 Provided it has complied with clause 4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    • 19.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    • 19.4 The Affected Party shall:
      • 19.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 10 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
      • 19.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    • 19.5If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving two weeks’ written notice to the Affected Party.

20. ASSIGNMENT AND OTHER DEALINGS

    • 20.1 This agreement is personal to the Supplier and the Supplier 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 this agreement.
    • 20.2Matsource may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

21. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. WAIVER

    • 22.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • 22.2 A failure or delay by a party to exercise any right or remedy provided under this agreement 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • 22.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

23. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24. SEVERANCE

    • 24.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    • 24.2If any provision or part-provision of this agreement is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25. ENTIRE AGREEMENT

    • 25.1 This agreement 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.
    • 25.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

26. CONFLICT

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

27. NO PARTNERSHIP OR AGENCY

    • 27.1Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • 27.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

28. THIRD PARTY RIGHTS

    • 28.1Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    • 28.2The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

29. NOTICES

    • 29.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
      • 29.1.1 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); or
      • 29.1.2 sent by email to the following email addresses:
        • Matsource: admin@matsource.co.uk
        • Supplier: Business Administrator Email Address
      • 29.2 Any notice or communication shall be deemed to have been received:
        • 29.2.1if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 29.2.2 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 or at the time recorded by the delivery service; and
        • 29.2.3if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.3, 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.
      • 29.3This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

30. COUNTERPARTS

    • 30.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
    • 30.2Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.
    • 30.3No counterpart shall be effective until each party has executed and delivered at least one counterpart.

31. DISPUTE RESOLUTION

    • 31.1If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
      • 31.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Supplier and Matsource shall attempt in good faith to resolve the Dispute;
      • 31.1.2 if the Supplier and Matsource are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a director of the Supplier and a director of Matsource who shall attempt in good faith to resolve it; and
      • 31.1.3 if the director of the Supplier and director of Matsource are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 10 days after the date of the ADR notice.
    • 31.2The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 33 (Jurisdiction) which clause shall apply at all times.

32. GOVERNING LAW

This agreement 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.

33. 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 this agreement or its subject matter or formation.

THIS AGREEMENT has been entered into on the date stated at the beginning of it.

SCHEDULE 1

data sharing

1. purpose

The parties wish to share personal data for the purpose of facilitating the provision of quotes to Customers.

2. TYPES OF PERSONAL DATA
   • 2.1 The following is a non-exhaustive list of the types of personal data that will be shared between the parties whilst this agreement remains in effect:
     • 2.1.1 names;
     • 2.1.2 addresses;
     • 2.1.3 telephone numbers;
     • 2.1.4 email addresses;

3. FAIR AND LAWFUL PROCESSING
   • 3.1Each party will ensure that its processing of Shared Personal Data complies with the requirements of the Data Protection Legislation and that personal data is processed on the basis of one or more applicable grounds for processing set out in the Data Protection Legislation.
   • 3.2The Data Discloser will, in respect of Shared Personal Data, ensure that its privacy notices are clear and provide sufficient information to the data subjects for them to understand what of their personal data the Data Discloser is sharing, the circumstances in which it will be shared, the purposes of the sharing and either the identity of the Data Receiver or a description of the types of organisation that may receive the Shared Personal Data.
4. DATA QUALITY
   • 4.1 The Data Discloser will take steps to confirm that on the date of disclosure of Shared Personal Data, the data is accurate. Following the date of disclosure and whilst this agreement remains in effect, upon becoming aware of changes or inaccuracies, the parties will promptly update the Shared Personal Data and notify the other of the update.
5. DATA SUBJECTS’ RIGHTS
   • 5.1 Data subjects have the right to obtain certain information about the processing of their personal data through a Data Subject Access Request. Data subjects may also request rectification, erasure or blocking of their personal data. The parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with Data Subject Access Requests and to respond to any other queries or complaints from data subjects.
   • 5.2 If a party receives a Data Subject Access Request or other query or complaint from data subjects relating to the Shared Personal Data, it will, as soon as reasonably practicable, notify the other party using the contact details set out in above at clause 29 (Notices). Where a Data Subject Access Request or other query or complaint pertains to both parties or is received by both parties, the parties will liaise and cooperate with one another to determine the handling of and response to the Data Subject Access Request, query or complaint.
6. DATA RETENTION AND DELETION
   • 6.1 A Data Receiver will not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose unless it is required to retain Shared Personal Data in accordance with any applicable statutory or professional retention periods.
   • 6.2A Data Receiver will ensure that any Shared Personal Data is returned to the Data Discloser or permanently destroyed upon the termination of this agreement or once processing of the Shared Personal Data is no longer necessary for the Agreed Purpose.
7. TRANSFERS
   • 7.1A Data Receiver will not transfer the Shared Personal Data outside the EEA.
8. DATA LOSS
   • 8.1 The parties will notify any actual or potential Data Loss Event to the other Party as soon as possible and in any event within three working days of identification of any actual or potential Data Loss Event to enable the parties to consider what action is required to resolve the issue.
   • 8.2 The Parties will provide reasonable assistance as is necessary to each other to facilitate the handling of any Data Loss Event to minimise harm to data subjects.
9. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE INFORMATION COMMISSIONER
   • 9.1In the event that a dispute or claim is brought against either or both of the parties by a data subject or the Information Commissioner concerning the Shared Personal Data, the parties will promptly inform each other about any such disputes or claims, and will cooperate with one another with a view to settling them amicably and in a timely fashion.
10. COMMITMENTS
    • 10.1 Each party will:
      • 10.1.1process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its personal data processing operations;
      • 10.1.2where it is the Data Discloser, make available to the relevant data subjects the essence of the provisions of clause 14 and this Schedule;
      • 10.1.3 respond within a reasonable time and as far as reasonably possible to enquiries from the Information Commissioner in relation to the Shared Personal Data; and
      • 10.1.4 respond to Data Subject Access Requests in accordance with paragraph 5 of this Schedule and the Data Protection Legislation.

11. DIRECT MARKETING
    • 11.1A Data Receiver will not use Shared Personal Data received under this agreement for the purposes of direct marketing.