1. Definitions
1.1. “42T” means 42 Technology Ltd (Company number: 04341237)
1.2. “Agreement” means the agreement between 42T and Vendor consisting of the Purchase Order, these Terms and Conditions and any other documents (or parts of them) specified in any of these documents.
1.3. “Associates” means, in relation to a party, its subsidiary undertakings, any parent undertaking and the subsidiary undertakings of such parent undertaking and any other companies or other legal entities in which any such companies hold a controlling interest from time to time.
1.4. “Confidential Information” means information belonging to 42T or its clients including, without limit, products, processes, techniques, technology, designs, drawings, software, know how, all proprietary information in whatever form held and any related Intellectual Property Right, received by or disclosed to Vendor or its representatives in any form or that results from Vendor’s performance under the Agreement.
1.5. “Deliverables” means any deliverables resulting from Services.
1.6. “Goods” means any Goods specified in the Agreement.
1.7. “Intellectual Property Rights” means: (i) any copyright and related rights, rights in designs, patents, rights to inventions, trademarks and service marks, business names and domain names, rights in get-up, and goodwill; (ii) the right to sue for passing off or unfair competition; (iii) rights to use and protect the confidentiality of Confidential Information; (iv) all other Intellectual Property rights, in each case whether registered or unregistered; (v) 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; (vi) and for the avoidance of doubt, high-level techniques or concepts do not constitute Intellectual Property and are not capable of assignment under the Agreement.
1.8. “Purchase Order” means 42T’s Purchase Order.
1.9. “Services” means any Services specified in the Agreement.
1.10. “Vendor” means the person, firm or company to whom the Purchase Order is issued.
2. Terms and Conditions
2.1. 42T Purchase Orders are subject to these Terms and Conditions which override any other terms the Vendor may seek to impose or incorporate, including any proposals or purchase order acknowledgements, or which are implied by trade, custom, practice or course of dealing unless agreed in writing by 42T. No modification of these Terms and Conditions or any provision of the Agreement shall be effective unless agreed in writing by 42T.
2.2. If there is a conflict between these Terms and Conditions and other documents, the order of priority shall be: (1) the Purchase Order, and (2) these Terms and Conditions.
3. Warranties
3.1. All Deliverables must (i) correspond with the specifications and drawings referred to in the Agreement or, where no specifications are expressly referenced, meet the description, standards and specifications set out in the Vendor’s product descriptions; and (ii) be of satisfactory quality and fit for any purpose held out by 42T or made known to the Vendor by 42T, expressly or by implication, and in this respect 42T relies on the Vendor’s skill and judgement.
3.2. All Services shall be performed with all reasonable skill and care, consistent with the highest standards of the Vendor’s industry and to the best of the Vendor’s skill and ability.
4. Inspection, Delivery, Warranty and Rejection
4.1. Vendor shall ensure that all advice or delivery notes clearly state the 42T Purchase Order number, line number and part number including version number if appropriate.
4.2. Vendor shall protect all Goods supplied from deterioration or contamination during transportation or storage.
4.3. Delivery shall only be deemed to have occurred when Goods and/or Deliverables have been delivered correctly documented and in good and correct packaging.
4.4. Vendor will make reasonable efforts to deliver by the date agreed at the time of purchase. If delivery is delayed as a consequence of provision of information, provision of parts or change of the scope of the project by 42T then a reasonable extension time will be granted. If delivery is delayed for any other reason, 42T may grant a reasonable extension of time or cancel the Agreement in whole or part and refuse to accept any subsequent delivery without prejudice to any other right or remedy which 42T may have.
4.5. If Goods and/or Deliverables delivered by Vendor do not conform with the quality and quantity agreed, 42T shall have the right to reject such Goods and/or Deliverables within a reasonable time of their delivery and to purchase replacements elsewhere. Before exercising its right to purchase elsewhere, 42T shall give Vendor a reasonable opportunity to repair, rework or replace rejected Goods and/or Deliverables such that they conform to the Agreement.
5. Terms of Payment
5.1. The fees shall be as set out in the Purchase Order.
5.2. Unless stated otherwise in the Purchase Order, the Vendor shall invoice 42T on or at any time after completion of delivery of the Goods or Services. Each invoice shall include such supporting information required by 42T to verify the accuracy of the invoice, including the relevant purchase order number.
5.3. Undisputed invoices shall be paid at the end of the month following the date of invoice unless otherwise agreed in the Purchase Order.
6. Ownership of Intellectual Property Rights
6.1. All Intellectual Property Rights created by Vendor specifically for the purposes of the Agreement shall be assigned royalty free to 42T.
6.2. No terms of this Agreement shall operate to assign or transfer any Intellectual Property Rights of 42T to the Vendor.
7. Confidentiality
7.1. Vendor shall keep the Confidential Information confidential and not disclose to any third party, use or copy or otherwise reproduce the Confidential Information for any purpose except where necessary for the performance of the Agreement.
7.2. Vendor shall limit access to Confidential Information to its officers, employees and associates to the extent necessary for the performance of the Agreement and shall ensure that all such persons are subject to confidentiality obligations at least as restrictive as the provisions of this clause 7.
7.3. The confidentiality obligations in clauses 7.1 and 7.2 shall not apply to Confidential Information which:
(i) is in or comes into the public domain, except as result of Vendor’s breach of the Agreement;
(ii) Vendor can show was lawfully in its or its Associates’ possession and was being used by it or its Associates or was recorded in its/their files before receipt from or on behalf of 42T or its Associates and which is or becomes free from any restriction relating to its subsequent disclosure or use by Vendor;
(iii) Vendor can show was independently developed by Vendor without reference to any Confidential Information, as evidenced by Vendor’s contemporaneous written records; or
(iv) is required to be disclosed by Vendor by applicable law or regulation or by any competent court, tribunal or governmental or regulatory authority, provided that Vendor informs 42T in advance of any such disclosure and co-operates with 42T in limiting the scope of such disclosure to that so required.
7.4. Vendor will immediately upon the termination of the Agreement either return to 42T or destroy or permanently erase all documents, materials or other media containing Confidential Information, together with all copies, compilations and analysis of such Confidential Information made by Vendor. Vendor may retain, in agreement with 42T, such confidential information as is necessary to provide continued support to 42T.
7.5. If the parties have signed a separate non-disclosure agreement, the obligations of confidentiality contained in the non-disclosure agreement shall be deemed to be in addition to the obligations contained in the Agreement.
8. General
8.1. The Agreement and any claim or dispute arising out of or in connection with it shall be governed by and interpreted in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales for all purposes in connection with the Agreement.
Last updated: March 20, 2025