Supplier Conditions 

These Conditions are the conditions by which J9 Limited, trading as Barriers Direct, incorporated and registered in England and Wales with company number 03452292 and VAT number 700 3464 81, whose registered office is at 18 New Horizon Business Centre, Barrows Road, Harlow, England, CM19 5FN (referred to as J9 in these Conditions) agrees to purchase the Products (defined below) from the Supplier who is the entity which J9 enters into this agreement as shown on the Supplier Portal (defined below) or as otherwise identified in the Order (defined below). 

Where the Supplier is providing Products via the portal which the Supplier is given access by J9 and through which Orders placed by Customers are recorded and managed (Supplier Portal) the Supplier agrees to supply the Products to the Customer in accordance with this agreement.  

The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of J9 or otherwise communicated to J9 that is inconsistent with these Conditions. 

Where the Supplier does not use the Supplier Portal the Supplier shall use the following email address [email protected] in regards to all correspondence in respect of the Products and [email protected] in regards to all correspondence in respect of Orders, unless otherwise requested by J9. 

CONDITIONS 

1. Interpretation 

1.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 

1.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 

1.3 A reference to writing or written includes emails. 

2. Supply of the products 

During the term of the agreement, as determined in accordance with clause 20 (Term), the Supplier shall supply to the Customers such quantities of Products the Customers may order from J9 via the Supplier Portal, or as notified to the Supplier, under clause 3 in accordance with these Conditions. Products means the products of the type that the Supplier has agreed to provide to Customers of J9 and which become the subject of an Order. 

3. Orders 

3.1 All Orders for Products will be placed with J9 by its Customers through www.barriersdirect.co.uk, www.barriersdirect.com, www.barriersdirect.ie or such other websites as J9 may from time to time use in the usual course of its business (Websites), over the telephone or by mail or email  and will be subject to these Conditions. All such Orders shall constitute offers by the Customers to purchase Goods from J9 in accordance with the terms and conditions forming the contract between J9 and its Customers as set out on the Websites (Website Terms and Conditions) included within J9’s business policies contained in the ‘Documents’ section of the Supplier Portal or, if the Supplier does not have access to the Supplier Portal, as provide to the Supplier by J9 (Documents). In accepting an Order in accordance with clause 3 the Supplier agrees that it will not take any action which will cause J9 to breach the Website Terms and Conditions. The term Order (or Orders, as appropriate) when used in this agreement, refers to an Order or Orders placed in accordance with this clause 3.1. 

3.2 J9 shall make available Orders from its Customers to the Supplier via: 

3.2.1 the Supplier’s  email  address as provided on the Supplier Portal;  

3.2.2 the Supplier Portal for the Supplier to download; or 

3.2.3 email, as otherwise provided in writing for Suppliers not using the Supplier Portal,  

such email address shall be treated by J9 as the email address designated by the Supplier for receipt of the Orders from J9 (Designated Email Address).   

3.3 The Supplier shall be deemed to accept the Order submitted in accordance with clause 3.2 above by doing any act consistent with fulfilling the Order unless the Supplier notifies J9 in writing that it is unable to meet the Order or to meet the Order within the Standard Delivery Time Period (defined below).  The Supplier shall confirm to J9 the delivery date for the Products within the Standard Delivery Time Period (Delivery Date) by updating the Supplier Portal or by email if the Supplier does not use the Supplier Portal.  

3.4 If the Supplier is unable to meet the Standard Delivery Time Period and notifies J9 in accordance with clause 3.3, the Supplier shall notify J9 through the Supplier Portal of the revised Delivery Date of the Products by the Supplier to a Customer or if the Supplier does not have access to the Supplier Portal the Supplier should email J9. If the revised date is not rejected by J9 in accordance with 3.5 below, such revised date will be treated as the Delivery Date.  

3.5 If the Supplier notifies J9 of a delay in accordance with clause 3.4 above, J9 may withdraw the Order in the event that J9, in its complete discretion considers the delay to be unreasonable or inconsistent with the Customers’ wishes. For the avoidance of doubt, J9 will have no liability for any costs associated with the withdrawal of an Order.   

3.6 The Supplier agrees and undertakes that it shall deliver the Products in accordance with this agreement (Deliver). The Supplier agrees and undertakes that it shall Deliver the Products in accordance with the Standard Delivery Time Period  which means the relevant anticipated time period for the Products to be delivered to the Customer, as notified by the Supplier to J9 via the Supplier Portal or, if the Supplier does not have access to the Supplier Portal, in writing before the date the Order is placed. 

3.7 The Supplier is under an obligation to ensure that it keeps the Standard Delivery Time Period updated on the Supplier Portal for any products which the Supplier makes available for sale via the Websites. Where the Supplier does not use the Supplier Portal, J9 may request a Standard Delivery Time Period from the Supplier for any products to be sold via the Websites. In the event that J9 considers the Standard Delivery Time Period unreasonable or not consistent with its Customers’ expectations it reserves the right to request the Supplier amends the Standard Delivery Time Period. In the event that the Supplier is unable to make such an amendment, J9 reserves the right to terminate any Orders placed with the Supplier for the relevant Product without any liability to J9, and, in the event that J9 has made payment for the Products, the Supplier agrees to refund all monies paid by J9 within 14 days of J9 requesting the refund.  

3.8The Supplier shall supply and Deliver Products to J9’s Customers in accordance with: 

3.8.1 the Order; and  

3.8.2 the delivery information specified on the Websites and the availability and delivery provisions set out in the Website Terms and Conditions. 

3.9 J9 may assign a purchase order number and customer reference (Order Details) to each Order received from its Customers and notify the same to the Supplier. Each party shall use the relevant Order Details in all subsequent correspondence relating to the Order. 

4. Quality and packing 

4.1 The Supplier shall ensure the correct Products are packed and supplied in accordance with all generally accepted industry standards and practices that are applicable. 

4.2 The Products supplied to J9 or its Customers by the Supplier under this agreement shall: 

4.2.1 conform to the specification of the Products set out on the Websites or as otherwise provided by the Supplier to J9 prior to any Order (Specification); 

4.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by J9 or a Customer; 

4.2.3 be free from defects in design, material and workmanship and remain so for a minimum of 12 months after Delivery or such longer time as maybe relevant under any warranty given by the Supplier in connection with a Product; and 

4.2.4 comply with all applicable statutory and regulatory requirements. 

4.3 The Supplier shall ensure that: 

4.3.1 the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; and 

4.3.2 where reasonably requested by J9, the Supplier shall ensure that any label provided by J9 is applied to the Product as directed by J9 at no extra cost to J9. 

4.4 The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the terms of these Conditions. 

4.5 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the Products. 

5. Delivery 

5.1 The Supplier shall use all reasonable endeavours to deliver the Products specified in each Order to the location specified for delivery of Products as outlined in an Order (Delivery Location) on or by the anticipated Delivery Date. If the Supplier becomes aware that it will be unable to meet a Delivery Date and has access to the Supplier Portal, it must notify J9 via the Supplier Portal immediately. If the supplier has no access to the Supplier Portal then the Supplier should email J9 immediately. 

5.2 Delivery of an Order shall be finalised upon the completion of unloading the Order at the Delivery Location (Delivery). The Supplier will provide the Customer with an opportunity to inspect the Order upon Delivery.  

5.3 The Supplier shall not deliver Orders by instalments except with the prior written consent of J9. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in these Conditions to Orders shall, where applicable, be read as references to instalments. 

5.4 If an Order is not delivered to the Delivery Location on the specified Delivery Date, and, in addition, the Supplier is able to but has not notified J9 via the Supplier Portal as set out in clause 5.1, then, without limiting any other right or remedy J9 may have, J9 may: 

5.4.1 terminate the Order with immediate effect; 

5.4.2 obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by J9 or a Customer in obtaining such substitute products; and 

5.4.3 subject to clause 16.5, claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by J9's failure to comply with its obligations under this agreement. 

5.5 The Supplier shall ensure that each delivery of Products shall be accompanied by an up to date dispatch note provided by J9 in the Supplier Portal or as emailed by J9 to the Supplier’s Designated Email Address. The Supplier will also endeavour to obtain at least one of the following methods of proof of Delivery in addition to obtaining the Customer’s signature: 

5.5.1 taking a photograph of the Order at the Delivery Location; and/or 

5.5.2 including the GPS co-ordinates of the Delivery Location.  

6. Acceptance and defective products 

6.1 The Supplier accepts that in accordance with the Website Terms and Conditions and J9’s policy in relation to cancellation by a Customer of an Order applicable to each of the Customer and the Supplier as set out on the Websites (Cancellation, Returns and Refunds Policy), the Customer may have the right to return any Product direct to the Supplier. The Supplier agrees to comply with the obligations in the Website Terms and Conditions and the Cancellation, Returns and Refunds Policy (which are incorporated into this agreement) as if it were J9 when handling any return by the Customer. 

6.2 To allow the Supplier to comply with clause 6.1, the Supplier shall provide J9 with details of where returned Products should be sent to at the time J9 places the Order.  

6.3 If any Products delivered to the Customers do not comply with clause 4.2, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that J9 may have (whether under statute or otherwise), J9 or the Customer may reject the Products and J9 may: 

6.3.1 require the Supplier to repair or replace the rejected Products for the Customer at the Supplier’s risk and expense within five Business Days of being requested to do so; or 

6.3.2 require the Supplier to, at J9’s discretion, repay to J9 the price of the rejected Products in full or provide credit to J9, or to the Customer should J9 so request, for use on alternative Products (whether or not J9 has previously required the Supplier to repair or replace the rejected Products); and 

6.3.3 claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Products that do not conform with the terms of this agreement. 

6.4 J9's rights and remedies under this clause 6 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into these Conditions by the Sale of Goods Act 1979. 

6.5 The terms of these Conditions shall apply to any repaired or replacement Products supplied by the Supplier. 

6.6 If the Supplier fails to promptly repair or replace rejected Products in accordance with clause 6.3.1, J9 may, without affecting its rights under clause 6.3.3, obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse J9 for any reasonable costs it incurs in doing so. 

7. Title and risk 

7.1 The Supplier acknowledges and agrees that in accordance with the Website Terms and Conditions: 

7.1.1 The risk in Products delivered to Customers shall pass direct to the Customers on Delivery to the Delivery Location and in accordance with the Website Terms and Conditions. 

7.1.2 Title to Products delivered by the Supplier direct to Customers shall pass to those Customers on receipt by J9 of payment for the Products in full, providing that J9 complies with its payment obligations as set out in clause 9.1. 

8. Supplier product information 

8.1 The Supplier warrants that all information on its Product(s), including but not limited to the specifications, descriptions of the Products, photos of the Products and the Standard Delivery Time Periods, shown on the Supplier Portal, Website or as otherwise provided to J9 (Product Information) that it provides to J9 for the purpose of advertising and marketing the Products for sale on the Websites is complete and accurate in all material respects and the Supplier shall ensure that it notifies J9 immediately in writing on becoming aware that any change is required to the Product Information. 

8.2 The Supplier shall ensure that the Product Information is kept up to date by updating the Product Information on the Supplier Portal (or by notifying J9 in writing if they do not have access to the Supplier Portal) and shall be responsible for any failure to keep the same up to date.  

8.3 The Supplier undertakes and warrants that it shall not upload any third party imagery or content to J9’s Websites when uploading content to the Supplier Portal, without prior written consent from J9.The Supplier will only use the Supplier’s own content, including any imagery or wording, and the Supplier undertakes that the Supplier owns, or has the appropriate right to use, any such imagery and content and that use of such imagery and content on the Supplier Portal and/or the Website will not infringe the intellectual property rights of any third party. The Supplier will be held responsible if any action, proceedings, complaints or claims are made against J9 as a result of the Supplier acting in any actual or alleged infringement of any rights associated with the use of any of the imagery and content used by the Supplier on the Supplier’s Portal and/or Websites.  

8.4 In the event that the Supplier is in breach of clause 8.3, the Supplier will indemnify J9 in full 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 reasonable legal and other reasonable professional costs and expenses) suffered or incurred by J9 arising out of or in connection with any breach, or alleged breach, of clause 8.3. 

9. Product prices 

9.1 The Parties acknowledge and agree that: 

9.1.1 J9 shall be invoiced by the Supplier via the J9 Self Billing system for any Products which are the subject of an Order from the Customers;   

9.1.2 Subject to clause 9.1.1, if the Supplier does not have access to the Supplier Portal, the Supplier will issue an invoice to J9 upon dispatch of the Products. The invoice will be payable in full within 45 days from the end of the month in which the invoice was raised.    

9.1.3 J9 shall be entitled to charge a different price to its Customers than the price paid by J9 to the Supplier for the Products which are the subject of Orders. For the avoidance of doubt, such price to be paid by the Customer is to be determined in J9’s absolute discretion. 

9.2 The prices set for the products (Product Prices) as at the date upon which the Supplier is added to the Supplier Portal as a supplier, the date as notified to the Supplier via the Supplier Portal that these Conditions have been put in place or the date upon which J9 uploads the Supplier’s products onto the Websites (Commencement Date) shall be as set out in the Supplier Portal and confirmed via  a document outlining the Customer’s Order which is sent to the Supplier. If the Order is placed via the Website, the Purchase Order is automatically generated and sent to the Supplier via the Supplier Portal (Purchase Order) and shall remain the same until reviewed in accordance with clause 10, or as otherwise agreed in writing.  

9.3 The Product Prices are exclusive of amounts in respect of value added tax chargeable in the UK (VAT). J9 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 a supply of Products. 

9.4 The Supplier must use all reasonable endeavours to ensure that Product Prices are inclusive of the costs of packaging, insurance and carriage of the Products to a Delivery Location (provided such delivery location is in mainland United Kingdom).  Any deviation from this policy must be notified to the Supplier Portal before dispatch. 

9.5 The Supplier warrants that, unless expressly agreed with J9, it shall not at any time during the Term sell any Product directly or indirectly to end users for less than the  price advertised by J9 on its website for that Product and J9 reserves the right to remove from sale any Product which the Supplier is selling to third parties for less than the Product Price contrary to this clause 9.5 or require the Supplier to offer the same prices on the Websites.  

9.6 J9 may at any time, without notice to the Supplier, set off any liability of the Supplier to J9 against any liability of J9 to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. 

9.7 All amounts due under this agreement from the Supplier to J9 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). 

10. Product Review, supplier records and disputes 

10.1 The parties shall meet (whether in person or via telephone or video conference call) as and when J9 requests a review and at least once in each calendar year during the Term to review and, where appropriate, agree changes to the Product Prices and any of the Product Information (Product Review).  

10.2 Any changes agreed to the Product Price following a Product Review (or otherwise enacted by a Supplier) shall take effect at least one month from when such changes were agreed or on a mutually agreed date and in agreeing any such change, the parties shall have regard to the following factors:   

10.2.1 changes to the Supplier's costs of manufacturing and distributing the Products; 

10.2.2 the volumes of Products ordered by, and supplied to, the Customers; 

10.2.3 the price at which the Supplier advertises the Products to comparable customers whether on their website or otherwise; 

10.2.4 the prices at which comparable products are supplied by other suppliers in the open market; and 

10.2.5 any cost reductions achieved by the Supplier since the last Product Review (to the extent that they have not already been taken into account in the Product Prices). 

10.3 The Supplier shall provide all such information and evidence as J9 may reasonably request in order to verify the Product Information provided by the Supplier and to justify any changes to the Product Prices, provided that the Supplier is not required to share any Confidential Information. 

11. Terms of payment 

11.1 Where the Supplier and J9 have agreed that J9 will self-bill, the Supplier agrees to comply with J9’s Self Billing Agreement from year to year in place, the terms of which are expressly incorporated into this agreement.  

11.2 J9 shall pay: 

11.2.1 invoices J9 has raised in accordance with clause 11.1 in full within 45 days of the end of the month in which such invoice has been raised. Please note HMRC Self Billing Regulations require the supplier not to send any invoices; and 

11.2.2 where no Self-Billing Agreement is in place, within 45 days of the end of the month in which a valid invoice is received from the Supplier,  

and in each case, payment shall be made to the bank account nominated in writing by the Supplier. 

11.3 J9 may at any time, without notice to the Supplier, set off any liability, whether or not such sums arise under this agreement or otherwise, of the Supplier to J9 against any liability of J9 to the Supplier. This includes the right of J9 to withhold full or part payment of an invoice until the issue is resolved. Any exercise by J9 of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise. 

11.4 If a party fails to make any payment due to the other under this agreement by the due date for payment, then, without limiting the other party's remedies under clause 21.2, the defaulting party shall pay interest on the overdue amount at the rate of 1% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from 30 days after the dispute is resolved until payment. 

11.5 All payments payable to the Supplier or J9 under this agreement shall become due immediately on its termination. This clause 11.5 is without prejudice to any right to claim for interest under the law or under this agreement. 

12. Use of Supplier Portal 

12.1 The Supplier shall only be given access to the Supplier Portal with J9’s express consent and for the main purpose of supplying the Products in accordance with this agreement. J9 may terminate the Supplier’s access to the Supplier Portal  at any time at J9’s complete discretion if J9 believes, or has reason to believe, that the Supplier is using the Supplier’s Portal in any way that is not consistent with this agreement.  

12.2 The Supplier’s access to the Supplier Portal will be terminated automatically on termination of this agreement.  

12.3 The Supplier acknowledges and agrees that J9 and/or its licensors own all intellectual property rights in the Supplier Portal. Except as expressly stated herein, this agreement does not grant the Supplier any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Supplier Portal. 

12.4 The Supplier shall not access, store, distribute or transmit any viruses, or any material during the course of this agreement that: 

12.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 

12.4.2 facilitates illegal activity; 

12.4.3 depicts sexually explicit images; 

12.4.4 promotes unlawful violence; 

12.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

12.4.6 is otherwise illegal or causes damage or injury to any person or property; 

and J9 reserves the right, without liability or prejudice to its other rights to the Supplier, to disable the Supplier’s access to any material that breaches the provisions of this clause. 

12.5 The Supplier shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: 

12.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Supplier Portal (as applicable) in any form or media or by any means; or 

12.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Supplier Portal; or 

12.5.3 introduce or permit the introduction of any virus into the J9's network and information systems. 

12.6 The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Supplier Portal and, in the event of any such unauthorised access or use, promptly notify J9. 

13. Insurance 

During the term of the agreement and for a period of 3 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the agreement, and shall, on J9’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. 

14. Compliance with laws and policies 

14.1 In performing its obligations under the agreement, the Supplier shall comply with: 

14.1.1 all applicable laws, statutes, regulations and codes from time to time in force; and 

14.1.2 the Cancellation, Returns and Refunds Policy as applicable to Suppliers and shall not do anything which conflicts with any  Cancellation, Returns and Refunds Policy so far as it applies to a Customer, paying particular attention to the Policy with regard to B2C customers; and 

14.1.3 the Documents, which are located within the ‘Documents’ section of the Supplier Portal or as otherwise provided to the Supplier by J9.  

14.2 J9 may terminate the agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of clause 14.1. 

15. Indemnity 

15.1 The Supplier shall indemnify J9 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 reasonable legal and other reasonable professional costs and expenses) suffered or incurred by J9 arising out of or in connection with: 

15.1.1 any claim made against J9 for actual or alleged infringement of a third party's 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 (Intellectual Property Rights) arising out of, or in connection with, the supply or use of the Products; 

15.1.2 subcontractors; and 

15.1.3 any claim made against J9 by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors. 

15.2 If any third party makes a claim, or notifies an intention to make a claim, against J9 which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), J9 shall: 

15.2.1 as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; and 

15.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed), provided that J9 may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Supplier, but without obtaining the Supplier's consent) if J9 reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect. 

15.3 If a payment due from the Supplier under this clause is subject to tax (whether by way of direct assessment or withholding at its source), J9 shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to J9 in respect of the payment is the same as it would have been were the payment not subject to tax. 

15.4 Nothing in this clause shall restrict or limit J9's general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity. 

16. Limitation of liability 

16.1 This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of: 

16.1.1 any breach of this agreement; 

16.1.2 any use made or resale of the Products by J9, or of any product incorporating any of the Products;  

16.1.3 any breach of J9’s Intellectual Property Rights in relation to use of the Supplier Portal; and 

16.1.4 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement. 

16.2 Nothing in this agreement shall limit or exclude the liability of either party for: 

16.2.1 death or personal injury resulting from negligence; or 

16.2.2 fraud or fraudulent misrepresentation; or 

16.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or 

16.2.4 breach of section 2 of the Consumer Protection Act 1987; or 

16.2.5 the indemnities contained in clause 15; or 

16.2.6 the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors. 

16.3 Without prejudice to clause 16.2, neither party shall be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: 

16.3.1 loss of business opportunity; or 

16.3.2 loss of anticipated saving; or 

16.3.3 loss or corruption of data or information; or 

16.3.4 special, indirect or consequential damage or loss 

suffered by the other party that arises under or in connection with this agreement. 

16.4 Without prejudice to clause 16.2 or clause 16.3, the Supplier's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the higher of the aggregate value of the prices for the Products paid by a Customer to J9 in the period of 12 months immediately preceding the date of any claim arising under or in connection with this agreement or the level of insurance cover available to the Supplier obtained in accordance with clause 13. 

16.5 Without prejudice to clause 16.2 or clause 16.3, J9's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited as follows: 

16.5.1 for non-payment of invoices for Products purchased, to the amount unpaid, and any interest due on such amount pursuant to clause 11.34; or 

16.5.2 for any other type of liability, to £1,000. 

17. Assignment and other dealings 

17.1 Subject to clause 17.2, the Supplier shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of J9 (such consent being at the absolute direction of J9 and which may or may not be given subject to such conditions as J9 reasonably require). 

17.2 The Supplier may subcontract any or all of its rights or obligations under this agreement, provided that the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own. 

17.3 J9 may assign or subcontract any or all of its rights and obligations under this agreement to a third party. 

18. Confidentiality  

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under this agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.  

19. Data Protection 

The parties shall each comply with the Data Protection Schedule. 

20. Commencement and term 

This agreement shall commence on the Commencement Date and shall continue year on year, unless terminated earlier in accordance with clause 21. 

21. Termination 

21.1 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than six months' written notice to the other party (Termination). 

21.2 Without affecting any other right or remedy available to it, J9 may terminate this agreement with immediate effect by giving written notice to the Supplier if the Supplier: 

21.2.1 commits a material breach of any other term of this agreement which breach is irremediable or and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

21.2.2 breaches any of the terms of this agreement on three or more occasions in any rolling 12 month period during the Term; 

21.2.3 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; 

21.2.4 commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; 

21.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Supplier; 

21.2.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier; 

21.2.7 the holder of a qualifying floating charge over the assets of the Supplier has become entitled to appoint or has appointed an administrative receiver; 

21.2.8 a person becomes entitled to appoint a receiver over all or any of the assets of the Supplier or a receiver is appointed over all or any of the assets of the Supplier; 

21.2.9 a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 

21.2.10 any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 21.2.3 to clause 21.2.8 (inclusive); 

21.2.11 ceases, or threatens to cease, to carry on all or substantially the whole of its business; or 

21.2.12 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 

21.3 The Supplier may terminate this agreement immediately on written notice to J9 where J9 fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 

22. Obligations on termination 

22.1 Each party shall promptly: 

22.1.1 return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it in connection with the supply of the Products under this agreement; 

22.1.2 return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information; 

22.1.3 erase all the other party’s Confidential Information from its computer systems (to the extent possible); and 

22.1.4 on request, certify in writing to the other party that it has complied with the requirements of this clause 22. 

23. Consequences of termination 

23.1 On termination of this agreement the following clauses shall survive and continue in full force and effect: 

23.1.1 Clause 13 (Insurance); 

23.1.2 Clause 15 (Indemnity); 

23.1.3 Clause 16 (Limitation of liability); 

23.1.4 Clause 18 (Confidentiality); 

23.1.5 Clause 22 (Obligations on termination); 

23.1.6 Clause 33 (Governing law). 

23.1.7 Clause 34 (Jurisdiction) 

23.2 Termination of this agreement 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 agreement which existed at or before the date of termination. 

24. Force majeure 

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate this agreement by giving 3 weeks’ written notice to the affected party.  

25. Costs 

Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement and any documents referred to in it. 

26. Severance 

If any provision or part-provision of this agreement 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 this agreement. 

27. Further assurance 

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement. 

28. Variation 

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

29. Waiver 

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. 

30. Notices 

30.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be: 

30.1.1 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 

30.1.2 sent by email to the following addresses (or such other addresses as a party shall notify to the other from time to time):   

30.1.2.1 Supplier: the email address as provided via the Supplier Portal 

30.1.2.2 J9: [email protected] 

30.2 Any notice or communication shall be deemed to have been received: 

30.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 

30.2.2 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. 

30.2.3 if sent by email, at 9.00 am on the next Business Day after transmission. 

30.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

31. Entire agreement 

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. 

32. Third party rights 

This agreement, does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

33. 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. 

34. 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. 

SCHEDULE 1 - Data Protection Schedule 

Part A
J9 and the Supplier (who will be referred to as the ‘Provider’ in this Data Protection Schedule) entered into the Supplier Service Agreement above on the Commencement Date and such agreement may require the Provider to process Personal Data on behalf of J9. 

This Personal Data Processing Agreement (Agreement) sets out the terms, requirements and conditions on which the Provider will process Personal Data when providing services under the Supplier Service Agreement.  

Operative provisions 

1 Definitions  

1.1 In this Schedule: 

Controller	has the meaning given in applicable Data Protection Laws from time to time;
Data Protection Laws	means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including:  a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 2018 or the GDPR;  b) any laws which implement any such laws;  c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and  d) all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding);
Data Protection Supervisory Authority	means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject	has the meaning given in applicable Data Protection Laws from time to time;
GDPR	means the UK General Data Protection Regulation;
International Organisation	has the meaning given in the GDPR;
Personal Data	has the meaning given in applicable Data Protection Laws from time to time;
Personal Data Breach	has the meaning given in the GDPR;
processing	has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Processor	has the meaning given in applicable Data Protection Laws from time to time;
Protected Data	means Personal Data received from or on behalf of the Customer, or otherwise obtained in connection with the performance of the Supplier’s obligations under this Agreement; and
Sub-Processor	means any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.

1.2 Unless otherwise expressly stated in this Agreement the Supplier’s obligations and J9’s rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of this agreement. 

2. Compliance with data protection laws 

2.1 The parties agree that J9 is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to this Agreement.  

2.2 Part B of this Schedule describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Provider may process the Personal Data. 

2.3 The Supplier shall, and shall ensure its Sub-Processors and each of the supplier’s personnel involved with the provision of the Products under the Supplier Service Agreement (Supplier Personnel) shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Products to Customers and shall not by any act or omission cause J9 (or any other person) to be in breach of any of the Data Protection Laws. Nothing in this Agreement relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.  

3. Supplier indemnity 

The Supplier shall indemnify and keep indemnified J9 against: 

3.1 all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Supplier of its obligations under this Schedule; and 

3.2 all amounts paid or payable by J9 to a third party which would not have been paid or payable if the Supplier’s breach of this Schedule had not occurred. 

4. Instructions 

The Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with Part B of this Schedule, this Agreement and  J9’s written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform  J9 of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform the Customer if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. 

5. Security 

The Supplier shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall reflect the nature of the Protected Data and are outlined in Part C of this Schedule.  

6. Sub-processing and personnel 

6.1 The Supplier shall not permit any processing of Protected Data by any agent, subcontractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that Sub-Processor by J9 and only then subject to such conditions as J9 may require. 

6.2 The Supplier shall ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services. 

6.3 The Supplier shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this Schedule in respect of Protected Data that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations. 

6.4 The Supplier shall remain fully liable to J9 under this Agreement for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own. 

6.5 The Supplier shall ensure that all persons authorised by the Supplier or any Sub-Processor to process Protected Data are reliable and: 

6.5.1 adequately trained on compliance with this Schedule as applicable to the processing; 

6.5.2 informed of the confidential nature of the Protected Data and that they must not disclose Protected Data; 

6.5.3 subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and 

6.5.4 provide relevant details and a copy of each agreement with a Sub-Processor to J9 on request. 

7. Assistance 

7.1 The Supplier shall (at its own cost and expense) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as J9 may require in relation to the fulfilment of  J9’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws). 

7.2 The Supplier shall (at its own cost and expense) provide such information, co-operation and other assistance to J9 as J9 reasonably requires (taking into account the nature of processing and the information available to the Supplier) to ensure compliance with J9’s obligations under Data Protection Laws, including with respect to: 

7.2.1 security of processing; 

7.2.2 data protection impact assessments (as such term is defined in Data Protection Laws); 

7.2.3 prior consultation with a Data Protection Supervisory Authority regarding high risk processing; and 

7.2.4 any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to J9’s prior written authorisation) regarding any notification of the Personal Data Breach to Data Protection Supervisory Authorities and/or communication to any affected Data Subjects. 

8. Data subject requests 

The Supplier shall (at no cost to J9) record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to J9 which relate (or which may relate) to any Protected Data promptly (and in any event within 3 days of receipt) and shall not respond to any without J9’s express written approval and strictly in accordance with J9’s instructions unless and to the extent required by law. 

9. International transfers 

The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of J9 (which may be refused or granted subject to such conditions as J9 deems necessary). 

10. Records 

The Supplier shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of J9. Such records shall include all information necessary to demonstrate its and J9’s compliance with this Schedule, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as J9 may reasonably require from time to time. The Supplier shall make copies of such records available to J9 promptly (and in any event within 5 days of request) on request from time to time. 

11. Audit 

The Supplier shall (and shall ensure all Sub-Processors shall) promptly make available to J9 (at the Supplier’s cost) such information as is reasonably required to demonstrate the Supplier’s and the J9’s compliance with their respective obligations under this Schedule and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by J9 (or another auditor mandated by J9) for this purpose at J9’s request from time to time. The Supplier shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection. 

12. Breach 

12.1 The Supplier shall promptly (and in any event within 24 hours) notify J9 if it (or any of its Sub-Processors or the Supplier Personnel) suspects or becomes aware of: 

12.1.1 the loss, unintended destruction or damage, corruption, or un-usability of part or all of the Personal Data. The Provider will restore such Personal Data at its own expense as soon as possible; 

12.1.2 any accidental, unauthorised or unlawful processing of the Personal Data; or 

12.1.3 any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data. 

12.2 The Supplier shall promptly (and in any event within 24 hours) provide all information as J9 requires to report the circumstances referred to in paragraph 12.1 (above) to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws. 

12.3 The Provider will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining J9’s written consent, except when required to do so by domestic law. 

12.4 The Provider agrees that J9 has the sole right to determine:  

12.4.1 whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in J9’s discretion, including the contents and delivery method of the notice; and 

12.4.2 whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy. 

13. Deletion/return 

The Supplier shall (and shall ensure that each of the Sub-Processors and Supplier Personnel shall) immediately at  J9’s written request, either securely delete or securely return all the Protected Data to J9 in such form as J9 reasonably requests after the earlier of: 

13.1 the end of the provision of the relevant Services related to processing of such Protected Data; or 

13.2 once processing by the Supplier of any Protected Data is no longer required for the purpose of the Supplier’s performance of its relevant obligations under this Agreement, 

and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, the Supplier shall inform J9 of any such requirement). 

14. Termination

The Provider’s failure to comply with the terms of this Agreement is a material breach of the Supplier Service Agreement. In such event, J9 may terminate the Supplier Service Agreement or any part of the Supplier Service Agreement involving the processing of the Personal Data effective immediately on written notice to the Provider without further liability or obligation of J9.  

15. Survival 

This Schedule shall survive termination or expiry of this agreement for any reason. 

16. Cost 

The Supplier shall perform all its obligations under this Schedule at no cost to J9.       

Part B
Data processing and security details 

Section 1—Data processing details 

Processing of the Protected Data by the Supplier under this agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B. 

1. Subject-matter of processing:  

Protected Data 

2. Duration of the processing: 

The processing shall only take place for the duration of this Agreement whilst the Supplier is providing Products via J9 to the Customers, unless otherwise agreed in writing. 

3. Nature and purpose of the processing: 

The Supplier may process Protected Data as necessary to provide the Products to the Customers.  

4. Type of Personal Data: 

J9 may provide such Protected Data to the Supplier as it in its discretion believes is necessary to enable the Supplier to provide the Services. Such protected Data shall include in relation to the Customers, a Customer’s: 

• First name and surname 

• Contact number or email address 

• Delivery address and/or home address 

• Details of the goods purchased and details of the person who original placed an order for a Product (whether or not that person is the actual Customer). 

5. Categories of Data Subjects: 

J9 may provide to the Supplier Protected Data concerning its Customers. 

Part C 

Security Measures 

Provider to insert description of its technical and organisational data security measures such as: 

• Physical access controls 

• System access controls 

• Data access controls 

• Transmission controls 

• Input controls 

• Data backups 

• Data segregation 

Download a copy of this document here.

 Installer Conditions
These Conditions are the conditions by which J9 Limited, trading as Barriers Direct, incorporated and registered in England and Wales with company number 03452292 and VAT number 700 3464 81, whose registered office is at 18 New Horizon Business Centre, Barrows Road, Harlow, England, CM19 5FN (referred to as J9 in these Conditions) agrees to purchase  the Installation Services (defined below) from the Supplier who is the entity which J9 enters into this agreement as shown on  the Supplier Portal (defined below) or as otherwise identified in the Order (defined below).

Where the Supplier is providing the Installation Services via the  portal which the Supplier is given access by J9 and through which Orders are placed by Customers are recorded and managed (Supplier Portal) the Supplier agrees to supply the Installation Services to the Customer in accordance with this agreement.

These Conditions will commence at the date upon which the Supplier is added to the Supplier Portal as a supplier, the date as notified to the Supplier via the Supplier Portal that these Conditions have been put in place or the date upon which J9 uploads the Supplier’s Installation Services onto the Websites (Commencement Date).
The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of J9 that is inconsistent with these Conditions.
Where the Supplier does not use the Supplier Portal, the Supplier shall use the following email address [email protected] in regard to all correspondence in respect of the Installation Services and Orders, unless otherwise requested by J9.
    
CONDITIONS
1.    INTERPRETATION
1.1    A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2    Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.3    A reference to writing or written includes emails.

2.    PROVISION OF INSTALLATION SERVICES
During the term of the agreement, as determined in accordance with clause 20 (Term), the Supplier shall supply to the Customers, the Installation Services of which the Customers may order from J9 via the Supplier Portal, or as notified to the Supplier, under clause 3 in accordance with these  Conditions. Installation Services means the services of the type that the Supplier has agreed to provide to Customers of J9 and which become the subject of an Order. 

3.    ORDERS
3.1    All Orders for Installation Services will be placed with J9 by its Customers through  www.barriersdirect.co.uk, www.barriersdirect.com, www.barriersdirect.ie or such other websites as J9 may from time to time use in the usual course of its business (Websites), over the telephone or by mail or email and will be subject to these Conditions. All such Orders shall constitute offers by the Customers to purchase  Installation Services from J9 in accordance with the terms and conditions forming the contract between J9 and its Customers as set out on the Websites (Website Terms and Conditions) included within J9’s business policies contained in the ‘Documents’ section of the Supplier Portal or, if the Supplier does not have access to the Supplier Portal, as provided to the Supplier by J9 (Documents). In accepting an Order in accordance with clause 3 the Supplier agrees that it will not take any action which will cause J9 to breach the Website Terms and Conditions. The term Order (or Orders, as appropriate) when used in this agreement, refers to an Order or Orders placed in accordance with this clause 3.1.
3.2     J9 shall make available Orders from its Customers to the Supplier  via: 
3.2.1    the Supplier Portal, such Orders to be downloaded from the section of the Supplier Portal called ‘Manage Installations’; 
3.2.2     the Supplier’s  email address as provided on the Supplier Portal; or
3.2.3    email, as otherwise provided in writing for Suppliers not using the Supplier Portal,
such email address shall be treated by J9 as the email address designated by the Supplier for receipt of the Orders from J9 (Designated Email Address) . 
3.3    The Supplier shall be deemed to accept the Order submitted in accordance with clause 3.2 above by  doing any act consistent with fulfilling the Order unless the Supplier notifies J9 in writing that it is unable to meet the Order or to meet the Order within the Standard Installation Time Period (defined below). The Supplier shall confirm to J9 the installation date for the Products (defined below) within the Standard Installation Time Period (Installation Date) by updating the Supplier Portal or by email if the Supplier does not use the Supplier Portal. Products means the products of the type that the Supplier has agreed to provide to Customers of J9 and which become the subject of an Order and an Installation. 
3.4    If the Supplier is unable to meet the Standard Installation Time Period, they must  notify J9 immediately in accordance with clause 3.3.  The Supplier shall also notify J9 through the Supplier Portal of the revised Installation Date or if the Supplier does not have  access to the Supplier Portal  the Supplier should email J9 at [email protected]. If the revised date is not objected to by J9, such revised date will be treated as the Installation Date. 
3.5    If the Supplier notifies J9 of a delay in accordance with clause 3.4 above, J9 may withdraw the Order in the event that J9, in its complete discretion considers the delay to be unreasonable or inconsistent with the Customers’ wishes. For the avoidance of doubt, J9 will have no liability for any costs associated with the withdrawal of an Order.  
3.6    The Supplier agrees and undertakes that it shall complete the installation of the Products specified in an Order in accordance with this agreement (Installation). The Supplier agrees and undertakes that it shall undertake the Installation of the Products  in accordance with the Standard Installation Time Period which means the relevant anticipated time period for the Products to be installed at the appropriate location, as notified by the Supplier to J9 via the Supplier Portal or, if the Supplier does not have access to the Supplier Portal, in writing before the date the Order is placed.
3.7    The Supplier is under an obligation to ensure that it keeps the Standard Installation Time Period updated on the Supplier Portal for any services which the Supplier makes available for sale via the Websites. Where the Supplier does not use the Supplier Portal, J9 may request a Standard Installation Time Period from the Supplier for any services to be sold via the Websites. In the event that J9 considers the Standard Installation Time Period unreasonable or not consistent with its Customers’ expectations it reserves the right to request the Supplier to amend the Standard Installation Time Period. In the event that the Supplier is unable to make such an amendment, J9 reserves the right to terminate any Orders placed with the Supplier for the relevant Installation Services without any liability to J9, and, in the event that J9 has made payment for the Installation Services, the Supplier agrees to refund all monies paid by J9 within 14 days of J9 requesting the refund. 
3.8    The Supplier shall install the Products  in accordance with:
3.8.1    the Orders; and
3.8.2    the Standard Installation Time Period and the availability and delivery provisions set out in the Website Terms and Conditions.
3.9    J9 may assign a purchase order number and customer reference (Order Details) to each Order received from its Customers and notify the same to the Supplier. Each party shall use the relevant Order Details in all subsequent correspondence relating to the Order.

4.    QUALITY OF  SERVICE
4.1    The Supplier shall ensure the correct Products are installed in accordance with all generally accepted industry standards and practices that are applicable.
4.2    The Installations performed for J9 or its Customers by the Supplier under this agreement shall:
4.2.1    be performed to a high standard and not contravene Health and Safety regulations. Suppliers shall attend any necessary introductory sessions where specific health and safety considerations as well as working restrictions (for example) are explained to the Supplier by the customer/site supervisor before the Supplier can begin working on site (Induction Sessions), that are required by J9; 
4.2.2    use an appropriate cable avoidance tool for the Installation Services provided to detect and avoid any underground services during excavation;
4.2.3    be free from defects in material and workmanship and remain so for a minimum of 12 months after installation; and
4.2.4    comply with all applicable statutory and regulatory requirements.
4.3    The Supplier shall ensure that:
4.3.1    they provide all required materials and tools required for the installation, including water supply and generator for electrical supply;
4.3.2    where reasonably requested by J9, the Supplier shall ensure that any label provided by J9 is applied to the Product which has been installed  as directed by J9 at no extra cost to   J9.
4.3.3    the site is left in a tidy state with a good finish and waste is taken away and disposed in a safe and secure manner  at an appropriate waste site or collected by a waste carrier who is registered to dispose of waste. Waste transfer notes should be completed and retained for each load of waste that is disposed of. If hazardous waste is to be disposed of this must be disposed of appropriately.
4.3.4    all personnel used by the Supplier are courteous, respectful and polite to the Customer;
4.3.5    the Supplier and the Supplier’s personnel shall take no action, nor omit to do anything which could damage J9’s reputation.
4.4    The Supplier shall ensure that its employees, agents and/or subcontractors are all suitably qualified to complete the Installation Services including the following examples: 
4.4.1    Completion of a Gate Safe or equivalent course for those installing automatic gates; 
4.4.2     Construction Skills Certification Scheme (CSCS) cards or appropriate equivalents.
4.5    The Supplier shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to carry out installations in accordance with the terms of this agreement including those listed at clause 4.4 above.
4.6    The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the Installation Services .
 

5.    INSTALLATION DATES
5.1    The Supplier shall install the Products specified in each Order at the specified location (Installation Location) by the Installation Date in accordance with clause 3.3. 
5.2    Installation of an Order shall be complete on the successful completion of an installation as evidenced by a job sheet signed and dated by the Customer to say that the Installation has been completed to their satisfaction.
5.3    The Supplier shall not install Orders by instalments except with the prior written consent of J9. Where Orders are to be installed by instalments, they may be invoiced and paid for separately. References in this agreement to Orders shall, where applicable, be read as references to instalments.
5.4    If an Installation is not completed at the Installation Location on the specified Installation Date as set out in clause 5.1, then, without limiting any other right or remedy J9 may have, J9 may:
5.4.1    terminate the Order with immediate effect;
5.4.2    obtain substitute Installation Services from another supplier and recover from the Supplier any costs and expenses reasonably incurred by J9 or a Customer in obtaining such substitute services; and
5.4.3    subject to clause 16, claim damages for any other costs, expenses or losses resulting from the Supplier's failure to install the Order on the Installation Date, provided that the Supplier shall have no liability for any failure or delay in installing an Order to the extent that such failure or delay is caused by J9's failure to comply with its obligations under this agreement

6.    ACCEPTANCE AND DEFECTIVE PRODUCTS
6.2     If any Installations do not comply with clause 4, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that J9 may have (whether under statute or otherwise), J9 or  the Customer may reject the installation and may:
6.2.1    require the Supplier to re-install or repair the rejected installation for the Customer at the Supplier’s risk and expense within five Business Days of being requested to do so; or
6.2.2    require the Supplier to, at J9’s discretion, repay to J9 the price of the rejected Installation in full or provide credit to J9, or to the Customer should J9 so request, for use on alternative Products and/or Installation (whether or not J9 has previously required the Supplier to repair or replace the rejected Products); and
6.2.3    claim damages for any other costs, expenses or losses resulting from the Supplier's installation of Products that do not conform with the terms of this agreement.
6.3    J9's rights and remedies under this clause 6 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
6.4    The terms of this agreement shall apply to any re-installations or repaired installations carried out by the Supplier.
6.5    If the Supplier fails to promptly repair or re-install rejected Installations in accordance with clause 6.2.1, J9 may, without affecting its rights under clause 6.2.3, obtain substitute installations from a third party supplier, or have the rejected installations repaired by a third party, and the Supplier shall reimburse J9 for any reasonable costs it incurs in doing so, including the costs of any replacement Products, if such Products need to be replaced due to the Installation.

7.    LEFT BLANK

8.    SUPPLIER INSTALLATION INFORMATION
8.1    The Supplier warrants that all information on its Installation Services, including but not limited to the Specifications, descriptions of the Installation Services, photographs of the Installation Services and the Standard Installation Lead Time Periods (Installation Information) that it provides to J9 for the purpose of advertising and marketing the Installation Services for sale on the Websites is complete and accurate in all material respects and the Supplier shall ensure that it notifies J9 immediately in writing on becoming aware that any change is required to the Installation Information.
8.2    The Supplier  shall ensure that the Installation Information is kept up to date by updating the Installation Information on the Supplier Portal (or by notifying J9 in writing if they do not have access to the Supplier Portal) and shall be responsible for any failure to keep the same up to date.
8.3    The Supplier will only use the Supplier’s own content, including any imagery or wording, and the Supplier undertakes that the Supplier owns, or has the appropriate right to use, any such imagery and content and that use of such imagery and content on the Supplier Portal and/or the Website will not infringe the intellectual property rights of any third party. The Supplier grants J9 a non-exclusive, irrevocable licence to reproduce, re-use, modify and distribute any content which is uploaded to the Website. The Supplier will be held responsible if any action, proceedings, complaints or claims are made against J9 as a result of the Supplier acting in any actual or alleged infringement of any rights associated with the use of any of the imagery and content used by the Supplier on the Supplier’s Portal and/or Websites. 
8.4    In the event that the Supplier is in breach of clause 8.3, the Supplier will indemnify J9 in full 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 reasonable legal and other reasonable professional costs and expenses) suffered or incurred by J9 arising out of or in connection with any breach, or alleged breach, of clause 8.3.

9.    INSTALLATION PRICES
9.1    The Parties acknowledge and agree that:
9.1.1    J9 shall be invoiced by the Supplier via the J9 Self Billing system for any Installations which are the subject of an Order from the Customers; 
9.1.2    Subject to clause 9.1.1, if the Supplier does not have access to the Supplier Portal, the Supplier will issue an invoice to J9 upon Installation of the Products. The invoice will be payable in full within 45 days from the end of the month in which the invoice was raised.   
9.1.3    J9 shall be entitled to charge a different price to its Customers for the Installations than the price paid by J9 to the Supplier for the Installations which are the subject of Orders. For the avoidance of doubt, such price to be paid by the Customer is to be determined in J9’s absolute discretion. 
9.2    The prices set for the Installations (Installation Prices) as at the Commencement Date shall be as notified by the Supplier to J9 via email and confirmed via a document outlining the Customer’s Order which is sent to the Supplier. If the Order is placed via the Website, the Purchase Order is automatically generated and sent to the Supplier via the Supplier Portal (Purchase Order) and shall remain the same until reviewed in accordance with clause 10, or as otherwise agreed in writing. 
9.3    The Installation Prices are exclusive of amounts in respect of value added tax chargeable in the UK (VAT). J9 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 a supply of Installation Services. J9 shall deduct the appropriate HMRC Construction Industry Scheme (CIS) tax on behalf of HMRC. The Supplier will furnish the split between Labour and materials for the Installation Services to enable J9 to deduct the appropriate CIS Tax.
9.4    All Installation Prices are inclusive of the costs of labour, materials and transport to the Installation Locationand are agreed by J9.
9.5    The Supplier warrants that it shall not at any time during the Term sell any Product directly or indirectly to third parties for less than the Installation Price then in place for that Product and J9 reserves the right to remove from sale any Installation service which the Supplier is selling to third parties for less than the Installation Price contrary to this clause 9.5.
9.6    J9 may at any time, without notice to the Supplier, set off any liability of the Supplier to J9 against any liability of J9 to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement.
9.7    All amounts due under this agreement from the Supplier to J9 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).

10.    REVIEW OF INSTALLATION SERVICE, PRICE AND INFORMATION
10.1    The parties shall meet (whether in person or via telephone or video conference call) as and when J9 requests a review and, at least once in each calendar year during the Term, to review and, where appropriate, agree changes to the Installation Prices and any of the Installation Information (Installation Service and Information Review).
10.2    Any changes agreed to the Installation Price following an Installation Service Review shall take effect at least one month from when such changes were agreed or on a mutually agreed date and in agreeing any such change, the parties shall have regard to the following factors:
10.2.1    changes to the Supplier's costs;
10.2.2    the volumes of Installations ordered by, and supplied to, the  Customers;
10.2.3    the price at which the Supplier advertises the Installation Services to comparable customers whether on their website or otherwise;
10.2.4    the prices at which comparable Installation Services are supplied by other suppliers in the open market; and
10.2.5    any cost reductions achieved by the Supplier since the last Installation Review (to the extent that they have not already been taken into account in the Installation Prices).
10.3    The Supplier shall provide all such information and evidence as J9 may reasonably request in order to verify the Installation Information provided by the Supplier and to justify any changes to the Installation Prices.

11.    TERMS OF SERVICE
11.1    Where the Supplier and J9 have agreed that J9 will self-bill in accordance with the Self Billing Agreement set out in the Documents, the Supplier agrees to comply with J9’s Self Billing Agreementwhich may be updated from time to time at J9’s discretion, the terms of which are expressly incorporated into this agreement.
11.2    J9 shall pay:
11.2.1    invoices J9 has raised in accordance with clause 11.1 in full within 45 days of the end of the month in which such invoice has been raised. Please note HMRC Self Billing Regulations require the Supplier not to send any invoices; and
11.2.2    where no Self-Billing Agreement is in place, within 45 days of the end of the month in which a valid invoice is received from the Supplier, and in each case, payment shall be made less any CIS deductions to the bank account nominated in writing by the Supplier.
11.3     J9 may at any time, without notice to the Supplier,  set off any liability, whether or not such sums arise under this agreement or otherwise, of the Supplier to J9 against any liability of J9 to the Supplier. This includes the right of J9 to withhold full or part payment of an invoice until the issue is resolved. Any exercise by J9 of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
11.4    If a party fails to make any payment due to the other under this agreement by the due date for payment, then, without limiting the other party's remedies under clause 21.2, the defaulting party shall pay interest on the overdue amount at the rate of 1% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from 30 days after the dispute is resolved until payment.
11.5    All payments payable to the Supplier or J9 under this agreement shall become due immediately on its termination. This clause 11.5 is without prejudice to any right to claim for interest under the law or under this agreement.

12.    USE OF SUPPLIER PORTAL 
12.1    The Supplier shall only be given access to the Supplier Portal with J9’s express consent and for the main purpose of supplying the Installation Services in accordance with this agreement. J9 may terminate the Supplier’s access to the Supplier Portal at any time at J9’s complete discretion if J9 believes, or has reason to believe, that the Supplier is using the Supplier’s Portal in any way that is not consistent with this agreement. 
12.2    The Supplier’s access to the Supplier Portal will be terminated automatically on termination of this agreement. 
12.3    The Supplier acknowledges and agrees that J9 and/or its licensors own all intellectual property rights in the Supplier Portal. Except as expressly stated herein, this agreement does not grant the Supplier any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Supplier Portal.
12.4    The Supplier shall not access, store, distribute or transmit any viruses, or any material during the course of this agreement that:
12.4.1    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
12.4.2    facilitates illegal activity;
12.4.3    depicts sexually explicit images;
12.4.4    promotes unlawful violence;
12.4.5    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
12.4.6    is otherwise illegal or causes damage or injury to any person or property;
and J9 reserves the right, without liability or prejudice to its other rights to the Supplier, to disable the Supplier’s access to any material that breaches the provisions of this clause.
12.5    The Supplier shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
12.5.1    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Supplier Portal (as applicable) in any form or media or by any means; or
12.5.2    attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Supplier Portal; or
12.5.3    introduce or permit the introduction of any virus into the J9's network and information systems.
12.6    The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Supplier Portal and, in the event of any such unauthorised access or use, promptly notify J9.

13.    INSURANCE
During the term of the agreement and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the agreement, and shall, on J9’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

14.    COMPLIANCE WITH LAW AND POLICIES
14.1    In performing its obligations under the agreement, the Supplier shall comply with:
14.1.1    all applicable laws, statutes, regulations and codes from time to time in force; and
14.1.2    the Documents, which are located within the ‘Documents’ section of the Supplier Portal or as otherwise provided to the Supplier by J9.
14.2    J9 may terminate the agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of clause 14.1.

15.    INDEMNITY
15.1    The Supplier shall indemnify J9 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 reasonable legal and other reasonable professional costs and expenses) suffered or incurred by J9 arising out of or in connection with:
15.1.1    any claim made against J9 for actual or alleged infringement of a third party's 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 (Intellectual Property Rights) arising out of, or in connection with, the supply or use of the Products and Installation Services;
15.1.2    subcontractors; and
15.1.3    any claim made against J9 by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products and Installation Services, to the extent that the defect in the provision of Products and Installation Services is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
15.2    If any third party makes a claim, or notifies an intention to make a claim, against J9 which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), J9 shall:
15.2.1    as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail; and
15.2.2    not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed), provided that J9 may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Supplier, but without obtaining the Supplier's consent) if J9 reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect.
15.3    If a payment due from the Supplier under this clause is subject to tax (whether by way of direct assessment or withholding at its source), J9 shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to J9 in respect of the payment is the same as it would have been were the payment not subject to tax.
15.4    Nothing in this clause shall restrict or limit J9's general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.
 

16.    LIMITATION OF LIABILITY
16.1    Nothing in this agreement shall limit or exclude the liability of either party for:
16.1.1    death or personal injury resulting from negligence; or
16.1.2    fraud or fraudulent misrepresentation; or
16.1.3    breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
16.1.4    breach of section 2 of the Consumer Protection Act 1987; or
16.1.5    the indemnities contained in clause 15.; or
16.1.6    the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.
16.2    Without prejudice to clause 16.2, J9 shall not be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
16.2.1    loss of business opportunity; or
16.2.2    loss of anticipated saving; or
16.2.3    loss or corruption of data or information; or
16.2.4    special, indirect or consequential damage or loss
suffered by the Supplier that arises under or in connection with this agreement.
16.3    Without prejudice to clause 16.1 or clause 16.2, J9's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited as follows:
16.3.1    for non-payment of invoices in relation to the provision of Installation Services , to the amount unpaid, and any interest due on such amount pursuant to clause 11.4; or
16.3.2    for any other type of liability, to the value of the Order for a period of 6 months from the Installation Date.

17.    ASSIGNMENT AND OTHER DEALINGS
17.1    Subject to clause 17.2, the Supplier shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of J9 (such consent being at the absolute direction of J9 and which may or may not be given subject to such conditions as J9 reasonably require).
17.2    The Supplier may subcontract any or all of its rights or obligations under this agreement, provided that the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
17.3    J9 may assign or subcontract any or all of its rights and obligations under this agreement to a third party.

18.    CONFIDENTIALITY
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

19.    DATA PROTECTION
The parties shall each comply with the Data Protection Schedule.
 

20.    COMMENCEMENT AND TERM
This agreement shall commence on the Commencement Date and shall continue year on year, unless terminated earlier in accordance with clause 21.

21.    TERMINATION
21.1    Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than six months' written notice to the other party (Termination).
21.2    Without affecting any other right or remedy available to it, J9 may terminate this agreement with immediate effect by giving written notice to the Supplier if the Supplier:
21.2.1    commits a material breach of any other term of this agreement which breach is irremediable or and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
21.2.2    breaches any of the terms of this agreement on three or more occasions in any rolling 12 month period during the Term;
21.2.3    suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
21.2.4    commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
21.2.5    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Supplier;
21.2.6    an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier;
21.2.7    the holder of a qualifying floating charge over the assets of the Supplier has become entitled to appoint or has appointed an administrative receiver;
21.2.8    a person becomes entitled to appoint a receiver over all or any of the assets of the Supplier or a receiver is appointed over all or any of the assets of the Supplier;
21.2.9    a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
21.2.10    any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 21.2.3 to clause 21.2.8 (inclusive);
21.2.11    ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
21.2.12    there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
21.3    The Supplier may terminate this agreement immediately on written notice to J9 where J9 fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

22.    OBLIGATIONS ON TERMINATION
22.1    Each party shall promptly:
22.1.1    return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it in connection with the supply of the Products and Services under this agreement;
22.1.2    return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
22.1.3    erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
22.1.4    on request, certify in writing to the other party that it has complied with the requirements of this clause 22.

23.    CONSEQUENCES OF TERMINATION
23.1    On termination of this agreement the following clauses shall survive and continue in full force and effect:
23.1.1    Clause 13 (Insurance);
23.1.2    Clause 15 (Indemnity);
23.1.3    Clause 16 (Limitation of liability);
23.1.4    Clause 18 (Confidentiality);
23.1.5    Clause 22 (Obligations on termination);
23.1.6    Clause 34 (Governing law).
23.1.7    Clause 35 (Jurisdiction)
23.2    Termination of this agreement 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 agreement which existed at or before the date of termination.

24.    FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate this agreement by giving 3 weeks’ written notice to the affected party.

25.    COSTS
Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement and any documents referred to in it.

26.    SEVERANCE
If any provision or part-provision of this agreement 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 this agreement.

27.    FURTHER ASSURANCE
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
 

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

29.    WAIVER
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.

30.    NOTICES
30.1    Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
30.1.1    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
30.1.1.1    sent by email to the following addresses (or such other addresses as a party shall notify to the other from time to time):
30.1.1.2    Supplier:  Designated Email Address
30.1.1.3    J9: [email protected]
30.2    Any notice or communication shall be deemed to have been received:
30.2.1    if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
30.2.2    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.
30.2.3    if sent by  email, at 9.00 am on the next Business Day after transmission.
30.3    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

31.    ENTIRE AGREEMENT
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.

32.    THIRD PARTY RIGHTS
This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

33.    COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one  agreement.

34.    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.

35.    JURISDICTION
Each party irrevocably agrees that the courts of England 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.

36.     COMPETITION 

36.1    The Supplier undertakes to J9 that it shall not do any of the following in any capacity, whether directly or indirectly, and whether on its own behalf, or on behalf of, or jointly with, any other person, at any time during the Term and for a period of 1 year thereafter without prior written consent from J9:
36.1.1    in any geographic area in which the Business is conducted at the commencement of the Term, carry on or be concerned, engaged or interested in, or in any way assist, any business that is or would be in competition with any part of the Business as carried on at the commencement of the Term other than the normal Business of the Supplier;

36.1.2    canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of J9 which  the Supplier carried out work for on behalf of J9, at any time during the Term; or
36.1.3    employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from J9, any person who is employed or engaged by J9;
36.1.4    use, in the course of any business:
36.1.4.1    the words “Barriers Direct”;
36.1.4.2    any trade or service mark, business or domain name, design or logo which, during the Term, was or had been used by J9 or in connection with the Business; or
36.1.4.3    anything which is, in the reasonable opinion of  J9, capable of confusion with the words, mark, name, design or logo referred to in clause 36.1 (d)(i) or clause 36.1(d)(ii).
36.2    Each such undertaking is considered fair and reasonable by the parties in order to protect the Business and interests of J9.

Dear Sirs,                                                 INSERT DATE

New Self-Billing Scheme.
Terms of Engagement J9 Limited Trading as Barriers Direct Vat Reg. No. 700 3464 81

As discussed, self-billing is an arrangement between a customer J9 Limited Trading as Barriers Direct and a supplier (yourselves) in which we prepare your VAT invoice and forward you a copy. Therefore you are not required to issue us with any VAT invoices for the transactions covered by this self-billing agreement and any VAT on the invoices we issue will be your output tax. This will be a rolling 12 month contra ct.

If a supplier is not VAT registered then they are not eligible to enter into the agreement or do business with Barriers Direct. Therefore, if your VAT status changes in the future (e.g. you cease to be registered, change your registration number or sell all or part of your business) we will need to be advised.

For us to  enter into a self-billing agreement commencing   INSERT DATE  we require that you complete the agreement attached below. Before signing and returning the agreement to us, please check that your company name and VAT number are entered in the space indicated.

We also require a copy of your VAT certificate to be returned to us. Please return the agreement and a copy of your VAT certificate by email to accounts@barriersdirect    .co.uk or to the postal address below.

On receipt of your signed agreement we will send you your log in details and instructions for the Self Billing section of the website if not already done. We can also give you a call to demonstrate how easy it is to use the system.

It is anticipated that this will not only save you a massive amount of time and paper, but it can also bring payments forward and improve cash flow. Please be assured there is a facility to access invoices on dedicated web link.

If you have any questions please do not hesitate to contact us at [email protected] or ring accounts on 01279 775942. Download a copy here.

Thank you in advance for your co-operation.

Mark Carhart

Company Secretary

Self-Billing Agreement

This is an agreement to a self-billing procedure between:

Customer Name:J9 Limited trading as Barriers Direct   VAT Number: 700 3464 81 And
Supplier Name:                         VAT Number: 

The self-biller (the customer) agrees:

1.    To issue self-billed invoices for all supplies made to them by the self-billee (the supplier) until at least one year from the date of this agreement, or at such time after one year from the date of this agreement that either party otherwise gives the other at least one month's notice in writing.
2.    To complete self-billed invoices showing the suppliers name, address and VAT registration number, together
with all the other details which constitute a full VAT invoice.
3.    To make a new self-billing agreement in the event that their VAT registration number changes.
4.    To inform the supplier if the issue of self-billed invoices will be out sourced to a third party.

The self-billee (supplier) agrees:

1.    To accept invoices raised by the self-biller on their behalf until at least one year from the date of this agreemen,t or at such time after one year from the date of this agreement that either party otherwise gives the other at least one month's notice in writing.
2.    Not to raise sales invoices for the transactions covered by this agreement.
3.    To notify us immediately if they change their VAT registration number and/or cease to be VAT registered and/or sell part or all of the business.

Signed:   .......:...............................

Name (in block letters)....................................
Position: Director/Proprietor/Partner/Co. Secretary (delete as applicable)

Date:...........................................

On behalf of: 

Signed by
 
Position: Company Secretary,    

Name: Mark Carhart

On behalf of: J9 Limited trading as Barriers Direct