Terms and conditions

The Devonshire Group’s Standard Terms and Conditions of Purchase – purchase of goods and/or services

1. Definitions
   Agreement – the Contract between you and us for the sale and purchase of Goods and/or Services, incorporating these Conditions, the Purchasing Agreement and the Purchase Order (including any Goods Specification or Service Specification) provided that if there is a conflict between the documents, the following order of priorities will apply:

1. 1. Purchase Agreement
   2. Conditions
   3. Purchase Order

Affiliate – any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the relevant entity.

Conditions – these terms and conditions as amended from time to time and viewed https://devonshiregroup.co.uk/supplier-information/terms

Contract – the contract between any member of the Devonshire Group and the Supplier for the supply of goods and/or services in accordance with these Conditions.

Control – shall be defined as in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer Materials – has the meaning set out in Clause 11.1.

Devonshire Group – means the entities comprising the Devonshire Group including, the Trustees of the Chatsworth Settlement, Chatsworth House Trust, Chatsworth House Enterprises Ltd, Chatsworth Estate Trading Ltd, Devonshire Hotels and Restaurants Group Ltd, The Bolton Abbey Estates Company Ltd, Peacock Hotel (Baslow) Ltd, Devonshire Property (Retail) Ltd, the Trustees of the Duke of Devonshire’s Charitable Trust, the Trustees of the Devonshire Maintenance Fund, Elm Tree Farm Limited, and any other entities that are connected or affiliated to the above from time to time. References to the Devonshire Group include references to any member, as applicable.

Data Protection Laws – The Data Protection Act 2018 together with all other data protection laws applicable in the United Kingdom from time to time.

Deliverables – all documents, products, designs, software, reports, specifications, plans and other materials or items of any kind (including drafts) developed, provided or to be provided by or on behalf of the Supplier, or by its agents, contractors and employees, as part of or in relation to the Services in any form or media, including any deliverables specifically set out in the relevant Purchase Order and any drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports and other outputs (including drafts).

Delivery Date – the date specified in the Purchase Order, or as otherwise agreed in writing by us, if none is specified within 10 days of the date of the Purchase Order.

Delivery Location – the address for delivery as set out in the Purchase Order.

Goods – the goods (or any part of them) to be provided by the Supplier, as set out in the Purchase Order.

Goods Specification – the specification of the Goods, including any related plans and drawings, that is provided by Devonshire Group and agreed by us and you, or where Devonshire Group is purchasing standard Goods “off the shelf”, the specification published by the Supplier and are incorporated into a Purchase Order.

Intellectual Property Rights – patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, 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.

Mandatory Policies – our mandatory supplier policies and procedures as listed in Schedule 1 as may be updated from time to time and a copy of which is available on request or can be found on https://devonshiregroup.co.uk/supplier-information

Purchase Agreement – the framework purchase agreement issued by us which includes any applicable rebate provisions and other agreed terms that form part of our Agreement.

Purchase Order – Devonshire Group’s Purchase Order for the supply of Goods and/or Services, as set out in the Devonshire Group’s Purchase Order or as otherwise agreed in writing by us.

Services – the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

Service Specification – the description or specification for Services set out in the relevant scope of work and/or service level agreement or as otherwise agreed in writing by Devonshire Group and the Supplier.

Supplier, you, your – the entity set out in the Purchase Order who will supply the Goods and/or Services to us.

Supplier Materials – all documents, information, items and other materials in any form created prior to the date the Supplier became under contract to supply the Goods and/or Services or wholly outside the scope of the Devonshire Group’s engagement of Supplier or its suppliers or licensors and which are used to perform the Services or Goods or provided or made available to the Devonshire Group in connection with such engagement.

Third Party Materials –   all documents, information, items and other materials in any form belonging to a third party which the Supplier uses or wants to use in connection with the Goods and/or Services.

We, us, our, Buyer – the Devonshire Group entity identified as the buyer of the Goods and/or Services in the Purchase Order.

2. Interpretation

2.1 These Conditions of Purchase will be interpreted without reference to their headings. In the Agreement any words following the terms “including”, “include” or “such as” shall be construed as illustrative and shall not limit the sense of such words.

2.2 A reference to a URL is a reference to that URL as amended from time to time.

2.3 Unless otherwise stated, a reference to a day means a calendar day.

2.4 Notices must be given in writing. Any reference to “writing” or “written” includes communication by email.

2.5 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

3. Basis of Contract

3.1 The Purchase Order constitutes an offer by us to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

3.2 The Purchase Order shall be deemed to be accepted on the earlier of:

a. Supplier issuing written acceptance of the Purchase Order, or

b. Any act by the Supplier consistent with fulfilling the Purchase Order at which point the Agreement will come into existence (Commencement Date).

3.3 These Conditions apply to the Agreement to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.4 All these Conditions shall apply to the supply of both Goods and/or Services except where the application to one or the other is specified.

3.5 You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your correspondence or documents that is inconsistent with these Conditions.

4. The Goods

4.1 The Supplier shall ensure that the Goods shall:

a. correspond with their description and any applicable Goods Specification;

b. 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 Devonshire Group, expressly or by implication, and in this respect Devonshire Group relies on the Supplier’s skill and judgement.

c. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery or such a period as may be agreed between Devonshire Group and the Supplier in writing; and

d. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

4.2 We may inspect and test the Goods at any time before delivery. You will remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing will not reduce or otherwise affect your obligations under the Agreement .

4.3 If following such inspection or testing we consider the Goods do not conform or are unlikely to comply with the obligations under this Clause 4, we will inform you, and you will immediately take such remedial action as is necessary to ensure compliance. We may conduct further inspections and tests after you have carried out the remedial actions.

5. Supply of Services

5.1 The Supplier shall from the date set out in the Purchase Order and for the duration of the Agreement supply the Services to Devonshire Group and/or its Affiliates in accordance with the terms of the Agreement.

5.2 The Supplier shall meet any performance dates for the Services specified in the Purchase Order or that Devonshire Group notifies to the Supplier and time is of the essence in relation to any of those performance dates.

5.3 In providing the Services, the Supplier shall:

a. fully co-operate with Devonshire Group in all matters relating to the Services, and comply with all instructions of Devonshire Group;

b. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

c. use personnel who are suitably qualified, skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Agreement;

d. ensure that the Services and the Deliverables conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Devonshire Group expressly or impliedly makes known to the Supplier;

e. provide all equipment, tools and vehicles and such other items as are required to provide the Services;

f. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all the goods and materials supplied and used in the Services or transferred to Devonshire Group, will be free from defects in workmanship, installation and design;

g. observe all health and safety rules and regulations and any other security requirements that apply at any of Devonshire Group’s premises;

h. hold all Customer Materials (as defined below) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to Devonshire Group, and not dispose or use Customer Materials other than in accordance with Devonshire Group’s written instructions or authorisation; and

i. not do or omit anything which may cause Devonshire Group to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Devonshire Group may rely or act on the Services.

5.4 Devonshire Group shall provide the Supplier with reasonable access at reasonable times to Devonshire Group’s premises for the purpose of providing the Services and such necessary information for the provision of the Services as the Supplier may reasonably request.

6. Delivery of Goods

The Supplier shall ensure that:

a. the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition;

b. each delivery of Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods, special storage instructions (if any), and if the Goods are being delivered in instalments, the outstanding balance of Goods remaining to be delivered; and

c. if there is any requirement for Devonshire Group to return packaging material for the Goods to the Supplier, it will be clearly stated on the delivery note. Any packaging materials shall only be returned to the Supplier at the cost of the Supplier.

6.2 The Supplier shall deliver the Goods:

a. on the date specified in the Purchase Order or, if no such date is specified, then within 10 days of the date of the Purchase Order. Where a date is specified on a Purchase Order, time shall be of the essence for such Purchase Order;

b. to the location set out in the Purchase Order or as instructed by Devonshire Group before delivery (Delivery Location); and

c. during Devonshire Group normal business hours.

6.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

6.4 If the Supplier:

a. delivers less than 95% of the quantity of Goods ordered, Devonshire Group may reject the Goods; or

b. delivers more than 105% of the quantity of Goods ordered, Devonshire Group may reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Devonshire Group accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

6.5 Where it is agreed that the Goods are to be delivered in instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in the instalment shall entitle Devonshire Group to remedies set out in Clause 9.

7. Title & Risk

7.1 You warrant that you have complete ownership of Goods and are free from encumbrances. Title and risk in the Goods will pass to us on completion of delivery.

8. Supplier Compliance with Applicable Laws & Policies

8.1 In performing its obligations under the Agreement, the Supplier shall:

a. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Goods, the Services and the Deliverables;

b. comply with all applicable laws, regulations, regulatory policies, guidelines or industry from time to time in force including the Modern Slavery act 2015 and Human Trafficking (Scotland) Act 2015 (Applicable Laws);

c. require that each of its subcontractors and suppliers shall comply with the Applicable Laws relating to anti-bribery and anti-slavery and human trafficking; and

d. comply with the Supplier obligations under Devonshire Group’s Mandatory Policies.

8.2 The Supplier represents, warrants and undertakes that:

a. neither it nor any director, officer, agent, employee or Affiliate of the Supplier is aware of or has taken any action, directly or indirectly, that could result in a breach of Applicable Laws; and

b. it conducts and has conducted its business in compliance with the Applicable Laws and has instituted and maintains policies and procedures designed to ensure continued compliance with the Applicable Laws.

8.3 The Supplier agrees to advise Devonshire Group immediately and in writing should it or any Affiliate become aware of any breach of the Applicable Laws.

8.4 A breach of this Clause 8 will be a material breach and we may immediately terminate the Agreement as a result.

9. Remedies

9.1 If the Supplier fails to deliver the Goods and/or perform the Services in accordance with the Agreement, Devonshire Group shall, without limiting or affecting other rights or remedies available to it have one or more of the following rights whether or not it has accepted the Goods and/or Services:

a. to terminate the Agreement in whole or in part with immediate effect by giving written notice to the Supplier;

b. to reject the defective Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

c. to require the Supplier to repair or replace the rejected Goods, to re-perform the Services or to provide a full refund of the price of the rejected Goods and/or Services (if paid);

d. to refuse to accept further deliveries of Goods and/or performance of the Services which the Supplier attempts to make;

e. to recover from the Supplier any costs incurred by Devonshire Group in obtaining substitute Goods and/or Services from a third party;

f. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not yet provided and/or cost of Goods that it has not delivered; and

g. to claim damages for any additional costs, loss of expenses incurred by Devonshire Group which are in any way connected to your failure to carry out your obligations under the Agreement.

9.2 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement Goods supplied by the Supplier.

9.3 Devonshire Groups rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

10. Price & Payment

10.1 The Price of the Goods and/or Services are fixed for the term of the Agreement and each Purchase Order will show the total price for the supply of the quantities of the Goods or supply of the Services.

10.2 The Price of Goods shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise stated in the Agreement.

10.3 The charge for Services shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed by Devonshire Group in advance, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

10.4 No price increases or extra charges will be applied by you unless agreed in writing by us and we require a minimum 3 months lead time before any price increases we agree with you can be applied.

10.5 Unless otherwise specified in the Purchase Order, the Supplier shall invoice Devonshire Group on or at any time after completion of delivery of the Goods and for Services on completion of the Services. You will ensure the invoice includes the date of the Purchase Order, the invoice number, our assigned number to the Purchase Order, your VAT registration number, and any other supporting documents that we may reasonably require.

10.6 We will pay undisputed and correctly invoiced amounts to the bank account nominated in writing by you within 30 days from end of month from the date the invoice is received.

10.7 All amounts payable by Devonshire Group under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Supplier to Devonshire Group, Devonshire Group shall on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time payment is due for the Supply of the Goods and/or Services.

10.8 Devonshire Group may at any time, without limiting any other rights or remedies, set off any liability that the Supplier has to Devonshire Group and what Devonshire Group has to the Supplier. Any exercise by Devonshire Group of its rights under this Clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

11. Customer Materials

11.1 The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by Devonshire Group to the Supplier (Customer Materials) and all rights (including its Intellectual Property Rights) in the Customer Materials are and will remain Devonshire Groups exclusive property. The Supplier will keep the Customer Materials in safe custody at the Supplier’s own risk, maintain them in good condition until returned to Devonshire Group and not dispose or use them other than in accordance with Devonshire Groups written instructions or authorisation.

12. Intellectual Property

12.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by the Devonshire Group.

12.2 The Supplier assigns to the Devonshire Group, immediately on creation, with full title guarantee, all Intellectual Property Rights in the Deliverables (excluding any Customer Materials contained within the Deliverables).

12.3 The Supplier and its licensors shall retain ownership of all Supplier Materials. The Supplier grants to the Devonshire Group a non-exclusive, royalty-free, transferable, perpetual and irrevocable licence (with the right to grant sublicences) to use, copy and modify the Supplier Materials for the purpose of receiving and using the Goods and/or Services and the Deliverables.

12.4 The Supplier shall not include in the Deliverables any Third Party Materials that cannot be assigned to the Devonshire Group under Clause 12.2, or licensed to the Devonshire Group on the terms of Clause 12.3, unless their inclusion and licence terms are approved in writing in advance by the Devonshire Group. The Supplier grants to the Devonshire Group a licence to use any Third Party Materials approved by the Devonshire Group for inclusion in the Deliverables on the terms (including parties, costs and restrictions on use) approved by the Devonshire Group.

12.5 The Supplier grants to Devonshire Group, or shall procure the direct grant to Devonshire Group of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Customer Materials) for the purpose of receiving and using the Goods and/or Services and the Deliverables.

12.6 Subject to the terms of any licence agreement that may be in place between the Devonshire Group and the Supplier, the Devonshire Group grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Customer Materials for the term of the Contract for the sole purpose of providing the Goods and/or Services and the Deliverables to the Devonshire Group.

13. Indemnity

13.1 The Supplier shall indemnify Devonshire Group in full against all losses, claims, liabilities, costs, expenses, demands and damages (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred as a result or in connection with:

a. any claim made against Devonshire Group for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with, the manufacture, supply or use of the Goods, or receipt or supply of the Services

b. for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered or the Deliverables; and

c. arising out of or in connection with the supply of the Goods, as delivered, or the Services.

13.2 This Clause 13 shall survive termination of the Agreement.

14. Insurance

14.1 During the term of the Agreement and for 3 years after the end of the term, the Supplier shall maintain in force, with a reputable insurance company, appropriate professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Agreement. You will provide us with evidence of such insurance of an adequate limit to cover the Agreement if and when we request.

15. Limitation of Liability

15.1 Without prejudice to Clause 15.2 our maximum aggregate liability for breach of the Agreement (including any liability for the acts or omissions of our employees and agents), whether arising in contract tort (including negligence), misrepresentation or otherwise, will in no circumstances exceed the aggregate amount paid by us under the Agreement during the 12 month prior to the occurrence of such cause.

15.2 Nothing in the Agreement will exclude or in any way limit either party’s liability for death or personal injury caused by its own negligence.

15.3 Nothing in the Agreement will exclude or in any way limit either party’s liability for fraud or fraudulent misrepresentation.

15.4 The Agreement sets out the full extent of our purchase obligations and liabilities to you. To the fullest extent permitted by law, we exclude all other conditions, warranties or other terms, express or implied, whether by statute, common law or otherwise.

15.5 Without prejudice to Clause 15.2 we shall not be liable under the Agreement for any loss of profit, loss of revenue, loss of business, or for any indirect or consequential loss or damage, in each case, however caused, even if foreseeable.

16. Termination

16.1 Without affecting any other right or remedy available to it, Devonshire Group may terminate the Contract:

a. with immediate effect by giving written notice to the Supplier if:

i. there is a change of Control of the Supplier;

ii. The Supplier’s financial position deteriorates to such an extent that in Devonshire Group’s opinion the Supplier’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy;

iii. The Supplier suspends or threatens to suspend, or cease or threaten to cease or carry on all or a substantial part of the business; or

iv. The Supplier commits a breach of Clause 8; or

b. for convenience by giving the Supplier 30 days’ written notice.

16.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

a. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; or

b. the other party takes any step or action in connection with it entering administration, provisional liquidation, insolvency or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (either voluntarily or by order of the courts, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

16.3 On termination of the Agreement, the Supplier shall immediately deliver to Devonshire Group all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then Devonshire Group may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.

16.4 Termination or expiry of the Agreement shall not effect the parties’ rights and remedies that have accrued as at termination or expiry , including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

16.5 Any provision of the Agreement that expressly or by implication is intended to come into or continue in full force on or after termination or expiry of the Agreement shall remain in full force and effect.

17. Confidentiality

17.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except that each party may disclose the other party’s confidential information:

a. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure the employees, officers, representatives, subcontractors or advisors to whom it discloses the other party’s confidential information must comply with this Clause 17; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.2Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement

17.3 For the purpose of this Clause 17 “confidential information” means all information in respect of our business and financing including but not limited to, any ideas, business methods, finance, prices, financial marketing, development or manpower, plans, drawings, market opportunities, product information, design rights, customer information, trade secrets, details, computer systems and software, know-how on any medium and software listings of any party and other matters connected with the products or services manufactured, marketed, provided or obtained by Devonshire Group

17.4 The Supplier will not publicly announce that it provides Goods and/or Services to Devonshire Group nor use the Devonshire Group’s, or any of its related companies’ or individuals’, names as endorsement of it or its Goods and/or Services without Devonshire Group’s prior written consent.

18. Data Protection

18.1 The following definitions apply in this Clause 18:

a. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures – as defined in the Data Protection Legislation;

b. Data Protection Legislation – all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426);

c. Domestic Law – the law of the United Kingdom or a part of the United Kingdom; and

d. UK GDPR – has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

18.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

18.3 The parties acknowledge that for the purposes of the Data Protection Legislation, Devonshire Group is the Controller and the Supplier is the Processor.

18.4 Without prejudice to the generality of Clause 18.2, Devonshire Group will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of Devonshire Group for the duration and purposes of the Contract.

18.5 Without prejudice to the generality of Clause 18.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

a. process that Personal Data only on the documented written instructions of Devonshire Group unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify Devonshire Group of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying Devonshire Group;

b. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Devonshire Group, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

d. not transfer any Personal Data outside of the UK unless the prior written consent of Devonshire Group has been obtained and the following conditions are fulfilled:

i). Devonshire Group or the Supplier has provided appropriate safeguards in relation to the transfer;

ii. the Data Subject has enforceable rights and effective legal remedies;

iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

iv. the Supplier complies with reasonable instructions notified to it in advance by Devonshire Group with respect to the processing of the Personal Data;

e. assist Devonshire Group, at Devonshire Group’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f. notify Devonshire Group without undue delay on becoming aware of a Personal Data Breach;

g. at the written direction of Devonshire Group, delete or return Personal Data and copies thereof to Devonshire Group on termination of the Contract unless required by Domestic Law to store the Personal Data; and

h. maintain complete and accurate records and information to demonstrate its compliance with this Clause 18 and allow for audits by Devonshire Group or Devonshire Group’s designated auditor and immediately inform Devonshire Group if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

18.6 Devonshire Group does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.

18.7 Either party may, at any time on not less than 30 days’ notice, revise this Clause 18 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

19. Amendment

19.1 We may change the provisions of the Conditions (other than the price and payment terms) by giving notice to you and/or by publishing such changes on our website.

19.2 Other than changes permitted above, no other provision of the Agreement will be amended in any way unless otherwise agreed by us in writing.

20. Waiver

20.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

21. Notices

20.1 Any notice under or in connection with the Agreement will be effective if given in writing and sent by pre-paid post, by email or delivered by hand to the address of the other party. Notices will have deemed to have been received, if delivered by hand or by email, on the day of delivery and if sent by post, on the second usual working day after posting.

22. Force Majeure

22.1 We will not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of our obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control (such as war, acts of terrorism, extreme weather conditions, earthquakes, fire floods, industrial action (including our own or sub-contractors workforce), disease, pandemic and epidemic).

22.2 We will aim to tell you promptly about any described force majeure event that effects our performance of the Agreement and will try to mitigate the effect on the performance of our obligations.

22.3 If we are unable to perform our obligations for a continuous period of 4 weeks, we may terminate the Agreement immediately by giving notice to you.

23. Rights of Third Parties

23.1 Unless expressly stated to the contrary, the Agreement does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to any third party who is not a party to the Agreement to enforce any term of the Agreement.

24. No Assignment of Sub Contractors

24.1 The Supplier shall not assign its rights under the Agreement or subcontract any part of the performance of the Agreement without Devonshire Group providing prior written consent. If Devonshire Group consent to any subcontracting by the Supplier, the Supplier will remain responsible for all the acts and omissions of the Supplier’s subcontractors as if they were the Suppliers own.

25. Severability

25.1If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision will be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this clause will not affect the validity and enforceability of the rest of the Agreement.

26. No Partnership or Agency.

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

27. Entire Agreement

27.1 The 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. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

28. General

28.1 The use of the name, logo, images and video of the Devonshire Group or any of its companies, brands, trade marks (whether registered or unregistered) or related individuals may not be used in any way for marketing, PR, sales or other commercial purposes, including on the Supplier’s own website or on social media, without explicit prior written approval.

28.2 Commercial and/or professional photography and videography are not permitted at any Devonshire Group businesses, properties or premises without advance written permission.

29. Governing Law and Jurisdiction

29.1 The 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Schedule of Mandatory Policies:

• Supplier Code of Conduct
• Privacy Policy

Version 1.1, last updated on 28 November 2025