Terms and Conditions
THIS AGREEMENT is dated:
(1) THE SOIL ASSOCIATION LIMITED a company registered in England and Wales under company number 00409726 whose registered office is at Spear House, 51 Victoria Street, Bristol BS1 6AD (“SA”); and
a company registered in N/A
whose registered office/principal place of business is at N/A (“Client”).
- SA is a company limited by guarantee incorporated in England and Wales and is a registered charity.
- The Client is desirous of achieving the Qualifying Standards on the terms and conditions set out in this Agreement.
- SA has agreed to evaluate the Client on the terms set out in this Agreement to determine whether the Client is fit to be issued with a Certificate of Registration, and if so, to issue such a Certificate of Registration.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement (including the Recitals), each of the following words and expressions shall, unless the context requires otherwise, have the following meanings:
||any applicable laws, statutes, legislation, statutory instruments or orders made thereunder, any EU or international legislation, regulations, requirements or standards and any required consents, licences, permissions, authorisations or compliance with any regulatory policies, codes of conduct, guidelines, industry codes or standards, as any of the foregoing may be amended, consolidated, modified, extended, re-enacted or replaced from time to time;
||an inspection of any of the Sites together with any documentation or other information as deemed necessary to inspect by SA;
||any day other than a Saturday or Sunday when banks in London are open for business;
|“Certificate of Registration”
||a certificate, including the relevant scope of registration schedule and any other schedules attached to it, registering the issue of a Licence to the Client on the terms of this Agreement and confirming the Qualifying Standards to which the Client is certified;
|“Certificate Expiry Date”
||the expiry date specified on the Certificate of Registration;
||any person, agency or other body who falls under the definition of "Data Controller" or "controller" under any Data Protection Law;
|“Client Personal Data”
||Personal Data of the Client (if any) and of the Client's employees, staff, and other representatives;
|“Data Protection Law”
||(a) the DPA 2018, the GDPR, the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), any other applicable law concerning data protection, privacy or confidentiality and any subordinate or related legislation; (b) any replacement to, addition to, or amendment of, any of the foregoing; and (c) any other applicable UK laws concerning data protection, confidentiality or privacy which may come into force from time to time;
||all relevant documentation of the Client as SA may request to allow it to consider whether to grant a Certificate of Registration and a Licence to the Client and any information provided by the Client in support of its application to be certified to the Qualifying Standards;
||the Data Protection Act 2018;
||the online enrolment form located here: [ ● insert link] that the Client shall complete prior to entering into this Agreement and which shall be construed by SA as the Client submitting an offer for Evaluation by SA;
||an evaluation of the Client by SA against the Qualifying Standards, which may include any number of Audits as SA deems necessary;
|“Fees and Charges”
||the fees and charges set out in Clause 6.1;
|“Force Majeure Event”
||as defined in Clause 15;
||Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016, otherwise known as the General Data Protection Regulation;
|“Intellectual Property Rights”
||all patents, rights to inventions, copyright and related rights, moral rights, database rights, semiconductor topography rights, supplementary protection certificates, petty patents, utility models, plant variety rights, rights in designs, trade marks, service marks, trade names, domain names, rights in goodwill, rights in undisclosed or confidential information (including know-how, trade secrets and inventions (whether patentable or not)), and other similar or equivalent rights or forms of protection (whether registered or unregistered) and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world;
||the licence granted by SA to the Client in association with the Qualifying Standards, dependent on compliance with the terms of this Agreement and the terms of a valid Certificate of Registration, as more fully described in Clause 8;
||any information which falls within the definition of "personal data" under any Data Protection Law;
|"Processing, Processed and Process”
||the standards to which the Client makes an application for registration and from time to time published or updated. The Qualifying Standards will set out which Scheme Logos or Trade Marks that the Client is permitted to use and the Client will be required to comply with the Qualifying Standards at all times;
||the standards to which the Client makes an application for registration and from time to time published or updated. The Qualifying Standards will set out which Scheme Logos or Trade Marks that the Client is permitted to use and the Client will be required to comply with the Qualifying Standards at all times;
|"SA Privacy Notice"
||The SA privacy notice which can be found here: Privacy Notice as may be amended from time to time;
|“Scheme Logos" or “Trade Marks”
||the Scheme logos or trade marks, symbols, marks or other items as set out in the Qualifying Standards (as amended from time to time by notice from SA);
||the specific scheme(s) set out in the Qualifying Standards (as amended from time to time by notice from SA);
||each and any of the Client's sites or premises, which SA may require to visit as part of the Agreement, including all those (whether or not owned or occupied by the Client) where the Qualifying Standards apply.
1.2.1. A reference to SA includes any inspectors, auditors, employees, directors, agents or duly authorised
representatives of SA.
1.2.2. Unless the context otherwise requires, words in the singular include the plural and in the plural include
1.2.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted
from time to time.
1.2.4. A reference to a statute or statutory provision shall include all subordinate legislation made from time
to time under that statute or statutory provision.
1.2.5. Clause headings shall not affect the interpretation of this Agreement.
1.2.6. References to Clauses are to the Clauses of this Agreement.
1.2.7. A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person’s personal representatives, successors and permitted
1.2.8. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.2.9. Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
1.2.10. References to “either” or the “other” party shall mean SA on the one hand and the Client on the other
2. COMMENCEMENT AND DURATION
2.1 The Client shall submit an offer to SA for Evaluation (an "Offer") by completing the online Enrolment Form and confirming its acceptance of these terms and conditions by [● ticking the relevant box at the end of these terms and conditions].
2.2 After the Client places an order, SA will send an email to the Client acknowledging that it has received the Client's Offer, but this shall not mean that the Client's Offer has been accepted. SA's acceptance of the Client's Offer will take place as described in Clause 2.3.
2.3 SA's acceptance of the Client's Offer takes place when SA sends an email to the Client to confirm that the Offer has been accepted (the "Offer Confirmation"), at which point and on which date ("Enrolment Date") the
Agreement between the Client and SA will come into existence.
2.4 This Agreement shall continue, unless terminated earlier in accordance with Clause 11, until either party gives to the other three month’s written notice in advance to terminate or, if earlier, the Certificate Expiry Date of the most recently issued Certificate of Registration, unless it is extended in accordance with Clause 2.5.
2.5 During the period of [● 3] months directly preceding the Certificate Expiry Date of each current Certificate of Registration, and subject to the Client agreeing and paying any associated Fees and Charges in that regard, the Client shall be entitled to submit itself for a revised Evaluation so that SA may consider whether to issue a further Certificate of Registration (a "Renewed Certificate of Registration") for a new 12 month period ("the Renewal Process"). The provisions of Clauses 3 and 4 shall apply in relation to that Renewal Process.
2.6 If the Renewal Process concludes prior to the Certificate Expiry Date of the current Certificate of Registration and a Renewed Certificate of Registration is issued in accordance with Clause 2.5, this Agreement shall continue subject to the provisions of Clause 2.4.
2.7 If the Renewal Process does not conclude prior to the Certificate Expiry Date of the current Certificate of
Registration SA shall be entitled, at its sole discretion, to either:
2.7.1. agree to a temporary extension of the current Certificate of Registration until such time as SA has
completed the Renewal Process. During that temporary extension, unless SA expressly agrees
otherwise, the Licence shall be suspended and during that period the Client shall cease to have the right
to use the Trade Marks and Scheme Logos. At the end of that Renewal Process, SA may either issue a
new Certificate of Registration to run for a period of 12 months from the original Certificate Expiry
Date of the current Certificate of Registration, or confirm to the Client that a Renewed Certificate of
Registration will not be issued (in which case the provisions of Clause 2.8 shall apply); or
2.7.2. confirm to the Client that the Renewal Process will not be continued, in which case the provisions of
Clause 2.8 shall apply.
2.8 If a Renewed Certificate of Registration is not issued in accordance with Clause 2.5, this Agreement shall
terminate on the Certificate Expiry Date of the then current Certificate of Registration and the provisions of
Clause 12 shall come into effect.
3. BASIS OF AGREEMENT
3.1 SA has agreed to enter into this Agreement to carry out an Evaluation of the Client, to determine whether the necessary Qualifying Standards have been met and to consider issuing a Certificate of Registration. The Evaluation shall continue throughout the term of this Agreement.
3.2 If a Certificate of Registration is issued, the Client shall have a revocable, non-exclusive licence to use the
appropriate Scheme Logos and/or Trade Marks permitted by SA, as set out in the Certificate of Registration in
accordance with the provisions of Clause 8, unless such Certificate of Registration is suspended or revoked or
the Certificate Expiry Date is reached (and not temporarily extended pursuant to Clause 2.7.1) for the first
Certificate of Registration or the Renewed Certificate of Registration as the case may be, or this Agreement is
3.3 The Client agrees to supply SA with such details as it may require to certify the Client in accordance with the Qualifying Standards and allow the issue of a Certificate of Registration. As part of the Evaluation, SA will
undertake any number of Audits of the Client as it, in its sole discretion, shall determine. Such Audits shall take place at the times requested by SA and may either be undertaken with or without notice to the Client.
3.4 The Client hereby undertakes to SA that:
3.4.1. all information provided to SA, including, any information supplied to or inspected by SA is complete
and accurate in all material respects and the Client hereby acknowledges that SA has relied on such
information to enter into this Agreement and that SA will rely on any information made available to it
during the course of an Audit in issuing a Certificate of Registration;
3.4.2. it has not withheld any material information from SA and will not do so during the course of an Audit;
3.4.3. it has read and understood the applicable Qualifying Standards and agrees to abide by them including
any additions, amendments or variations from time to time made which are notified to the Client by SA
3.5 SA reserves the right to revise the requirements of the registration and/or the Qualifying Standards from time to time upon reasonable notice to the Client. If the Client fails to comply with the Qualifying Standards, then SA may either amend, suspend or revoke the Certificate of Registration in whole or in part or terminate this Agreement.
4. CERTIFICATE OF REGISTRATION
4.1 If SA is satisfied with its Evaluation, it may (at its sole discretion) issue to the Client a Certificate of Registration which will last until the Certificate Expiry Date, subject to successful ongoing Evaluation unless the Certificate of Registration is suspended for any reason or revoked or this Agreement is terminated.
4.2 The issue of a Certificate of Registration will detail the scope of the registration and any conditions as SA may determine (in its sole discretion) against the Qualifying Standards.
4.3 The Certificate of Registration shall:
4.3.1. authorise the Client to use the specific Scheme Logos or Trade Marks governed by the Qualifying
Standards as set out in Clause 8; and
4.3.2. confirm compliance against SA’s systems in relation to the schedules issued and subject to the
5. CLIENT OBLIGATIONS
5.1 The Client shall:
5.1.1. comply in all respects with the Qualifying Standards;
5.1.2. immediately inform SA upon becoming aware of any infringement or breach of any obligations on the
Client whether under this Agreement or not, including under the Qualifying Standards or scope of
registration and any restrictions set out in the Certificate of Registration;
5.1.3. not make claims of being consistent or conforming (partly or in whole) with the Qualifying Standards
until and unless the Certificate of Registration is granted;
5.1.4. promptly, and at no more than 10 days from the date of change, notify SA of any material changes to
their address, contact details, changes to structure or management (where such changes relate to the
implementation of the Qualifying Standards);
5.1.5. immediately notify SA of any change to the ownership or beneficial ownership of the Client;
5.1.6. not market with any Scheme Logos or Trade Marks any goods or services not specifically noted in the
Certificate of Registration;
5.1.7. permit SA access to the Sites, Documents, equipment, records (including complaints), contractors and
personnel that SA shall determine necessary to access. Such visits will be during normal working hours
and may be made at short notice or without prior notice to check compliance to the Qualifying
Standards or, for example, in response to complaints received by SA;
5.1.8. permit SA to enter the Sites (or procure that SA may enter any Sites which are not owned or occupied
by the Client) including to photograph or take copies of printed materials (e.g. menus, displays,
documents) at any reasonable time without prior notice;
5.1.9. allow anyone specified by SA to attend any Audit as an observer if the Client’s justification for not
allowing them is not accepted by SA;
5.1.10. permit SA to subcontract the inspection in accordance with Clause 5.1.8 and to allow such
subcontractors the same access and other rights as if they were SA;
5.1.11. comply with all Applicable Laws, the Qualifying Standards (including any conditions notified to the
Client and detailed in relation to any non-compliances within the times specified), and requests in using
the Scheme Logos and Trade Marks (including those notified by SA);
5.1.12. permit SA the right to use information which is brought to its attention, to follow up on misuses of any
Scheme Logos or Trade Marks or other Intellectual Property associated with the Qualifying Standards;
5.1.13. take appropriate action to address all complaints received about the Client, and/or its adherence to the Qualifying Standards, and keep a record of the actions taken by the Client to address those complaints
and provide all such information to SA upon request;
5.1.14. only reproduce copies of its Certificate of Registration and any other formal registration documents in
5.1.15. not do anything to bring SA’s name or reputation into disrepute and not make any statement regarding its registration that may be considered misleading or unauthorised;
5.1.16. permit SA provide any information on the Client required for SA to comply with its regulatory
5.1.17. where any documents are not in the English language, provide an accurate and complete translated
version of any such documents as SA may request or as may be required as part of the Qualifying
5.1.18. for trade mark reasons, the "Soil Association Food for Life Served Here" mark and series of marks must not be applied to any food and beverage goods.
5.2 In the event that a Certificate of Registration is suspended or revoked by SA (including in the circumstances set out in Clause 2.7.1) or this Agreement is terminated for any reason by either party, the Client shall cooperate with SA and (at the Client’s own expense) shall (or shall procure that such actions are taken where required) immediately on notice from SA to the Client:
5.2.1. cease to make or allow to be made any use of the Scheme Logo or Trade Marks;
5.2.2. cease to sell or offer any goods or services of any type or description under, or by reference to, the
Trade Marks, Scheme Logos, Intellectual Property Rights or any confusingly similar marks;
5.2.3. cease to make any claims that imply that the Client or anything it produces, or allows to be produced,
comply with the requirements of the Qualifying Standards;
5.2.4. cease to make any claims or references to the Qualifying Standards and withdraw any existing
marketing material that makes such a claim or reference;
5.2.5. remove all uses of SA’s Intellectual Property Rights, the Scheme Logos or Trade Marks.
5.3 The Client hereby indemnifies SA against any and all direct or indirect losses (of whatever nature), costs, claims, demands, expenses and other liabilities (including any tax and legal expenses) which SA and/or any group company of SA incurs or suffers from time to time arising out of or in connection with any of the Client's activities under this Agreement, or out of defects (whether obvious or hidden) in any of the Client's goods or services from time to time, or arising from personal injury, or from any infringement of any rights of SA or of any third party by the manufacture, sale, possession or use of goods by the Client, or from the Client's failure to comply with all Applicable Laws and regulations, or any misrepresentation, or breach of any term of this Agreement by the Client.
6.1 The Client shall pay the Fees and Charges to SA, or their nominated agent, as detailed and as supplied to the Client in the online registration process and accompanying fee sheet (as amended from time to time by notice from SA, such amendments to take effect from the date set out in the notice).
6.2 All Fees and Charges shall be exclusive of VAT, which SA shall add to its invoices as appropriate.
6.3 The parties agree that SA may review and increase or decrease the Fees and Charges, and such amendments to
the Fees and Charges will apply at the next payment date after written notification to the Client by SA.
6.4 The Client shall pay each invoice submitted to it by SA, in full and without set off in cleared funds, within 30 days of the date of each invoice to a bank account nominated in writing by SA (from time to time).
6.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay SA on the due date:
6.5.1. the Client shall pay interest on the overdue amount at the rate of 2% per annum above Barclay’s Bank
Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until
actual payment of the overdue amount, whether before or after judgment. The Client shall pay the
interest together with the overdue amount; and
6.5.2. SA may immediately on written notice suspend or revoke the Certificate of Registration until payment
has been made in full.
6.6 All sums payable to SA under this Agreement shall become due immediately on its termination, despite any other provision. This Clause is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
6.7 All amounts due under this Agreement 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).
7. DATA PROTECTION
7.1 The parties acknowledge and agree that for the purposes of Data Protection Law, SA is a Controller of any Client
Personal Data Processed by it in connection with this Agreement.
7.2 The Client acknowledges that SA may process Client Personal Data in connection with this Agreement. The Client's attention is drawn to the SA Privacy Notice. The Client shall ensure that the SA Privacy Notice has been provided to any of its employees, staff and other representatives whose Personal Data are Processed by SA in connection with this Agreement or the Services. In addition, the Client shall ensure that the information in Clause Error! Reference source not found. is also provided to its employees, staff and other representatives.
7.3 Both parties shall comply with their obligations under Data Protection Law.
8. TRADE MARKS & INTELLECTUAL PROPERTY RIGHTS
8.1 Upon the issue of a Certificate of Registration, SA grants the Client a revocable, non-exclusive, non-transferable licence to use the Trade Marks, Scheme Logos or the specified Intellectual Property Rights only as permitted in the Certificate of Registration and exclusively for the purpose set out in the Certificate of Registration and under the terms of this Agreement (the " Licence"). The Client shall not use the the Trade Marks, Scheme Logos or any Intellectual Property Rights of SA for any other purpose and nothing shall be deemed to constitute a right for the Client to do so.
8.2 The Client shall comply with the directions of SA regarding the form and manner of the application of the Trade Marks and the use by the Client of any of the Intellectual Property Rights. The Client shall submit to SA, upon request, samples of the Client's proposed use of any Scheme Logos or Trade Marks or any other Intellectual Property Rights prior to printing or using such items or in any marketing materials for SA to approve. The Client will make any changes or modifications as required by SA.
8.3 The Client shall not use in its business any trade mark, certificate, sign, indication or other intellectual property confusingly similar to any of the Trade Marks or Scheme Logos or any Intellectual Property Rights owned or used by SA or any of its group companies for any purpose.
8.4 The Client acknowledges that SA is the owner of the Trade Marks, the Scheme Logos and all Intellectual Property Rights existing prior to, on, or after, the date of this Agreement and the Client shall assert no right, title nor interest in or to such Intellectual Property Rights. Any goodwill derived from the use by the Client of the Trade Marks, the Scheme Logos or any of the Intellectual Property Rights accrues to SA, and the Client shall immediately execute a confirmatory assignment of the goodwill at SA's request.
8.5 The Client shall not apply for, or obtain, registration of any of the Trade Marks or the Scheme Logos for any goods or services in any country.
8.6 The Client shall not do, or omit to do, anything to diminish, or to prevent the diminishment of, the rights of SA in any of the Trade Marks or any of the Intellectual Property Rights, to diminish the reputation of SA or to impair any registration of any of the Trade Marks or any of the Intellectual Property Rights which are capable of registration.
8.7 The Client shall ensure that all of its goods and services comply with all Applicable Laws from time to time and are safe for the use for which they are intended. The Client shall comply with the Qualifying Standards [as well as any other standards of quality notified to it by SA from time to time] in respect of the Client's goods and services.
8.8 Each Party shall promptly notify the other of any actual or suspected infringement of the Trade Marks or the Intellectual Property Rights that comes to its attention (an "Infringement"). The Client shall co-operate fully with SA in taking all steps required by SA in connection with any Infringement, including legal proceedings in the name of SA or in the joint names of the Parties. SA shall be responsible for the cost of any legal proceedings it requires and is entitled to any damages, account of profits and / or awards of costs recovered.
8.9 The Client shall be entitled to revoke the Licence granted in Clause 8.1 at any time in respect of any Intellectual Rights by giving notice in writing to the Client.
8.10 If the Client is in breach of this Clause 8, SA may, by giving written notice to the Client, immediately terminate the Licence granted in Clause 8.1.
9.1 Subject to Clause 9.3, each party shall keep confidential any confidential information relating to the other party
and any information expressly marked as confidential.
9.2 For the purposes of Clause 9.1, "confidential information" includes any information that would be regarded as
confidential by a reasonable person relating to SA's staff and beneficiaries and the operation of SA.
9.3 Each party may disclose the other party's confidential information:
9.3.1. to its employees, officers, representatives or advisers who need to know such information for the
purposes of exercising the party's rights or carrying out its obligations under or in connection with this
Agreement. SA may also disclose the Client’s confidential information to employees, officers,
representatives or advisers of its subsidiary companies and other companies in the Group of companies
of which it is a member, including but not limited to Soil Association Certification Ltd. Each party shall
ensure that its employees, officers, representatives or advisers to whom it discloses the other party's
confidential information comply with this Clause 9; or
9.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory
10. CONTRACTUAL DISPUTES
10.1 Subject as may be provided elsewhere in this Agreement, all disputes, differences or questions arising in relation to this Agreement shall be referred in the first instance to a nominated representative of the Client and a nominated representative of SA, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one calendar month.
10.2 If the matter is not resolved in accordance with Clause 10.1, then the matter shall be referred to the chief executive of the Client and the chief executive of SA, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within a further one calendar month.
10.3 If the matter is not resolved in accordance with Clause 10.2, then either party shall be entitled to refer the matter for mediation.
10.4 Any reference to mediation shall be made in accordance with the procedures of the Centre for Effective Dispute Resolution (CEDR). The mediation shall be conducted by a single mediator appointed by the parties or, if the parties are unable to agree on the identity of the mediator within fourteen (14) days after the date of the request that the dispute be resolved by mediation, or if the person appointed is unable or unwilling to act, the mediator shall be appointed by CEDR on the application of either party. The mediation shall be conducted in English at the offices of CEDR in London.
10.5 The provisions of this Clause 10 are without prejudice to the rights of the parties to the injunctive relief or to the rights of the parties in any future proceedings or to the rights of the parties to issue proceedings in the courts.
11.1 In addition to the rights of the parties in Clause 2 this Agreement may be terminated by either party by written notice with immediate effect if the other party:
11.1.1. commits a material breach of this Agreement and fails to remedy the material breach (if capable of
remedy) within ten (10) Business Days' written notice of the material breach being given by the other
11.1.2. (being a company) becomes or is declared insolvent, has a liquidator, receiver or administrative
receiver appointed or passes a resolution for winding up (otherwise than for the purpose of a solvent
amalgamation or reconstruction) or if a court having proper authority makes an order to that effect;
11.1.3. (being a company) enters into administration, is the subject of an administration order or proposes to
or enters into any voluntary arrangement with its creditors in the content of a potential liquidation;
11.1.4. (being an individual) is convicted of any criminal offence (other than an offence under any road traffic
legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
11.1.5. (being an individual) is declared bankrupt or makes any arrangement with or for the benefit of his
creditors or has a county court administration order made against him under the County Court Act
11.1.6. is the subject of any events or circumstances analogous to any of the events described in Clauses 11.1.2 and 11.1.5 in any applicable jurisdiction.
11.2 SA may terminate this Agreement with immediate effect by written notice to the Client,:
11.2.1. if, in the reasonable opinion of SA, any information supplied by the Client to SA in accordance with
Clause 5 is materially inaccurate, incomplete or otherwise misleading;
11.2.2. if in the sole opinion of SA, the Client has not complied with, wholly or in part, the conditions specified
in the Qualifying Standards to achieve registration;
11.2.3. if the Client refuses to allow, following a request from SA, an inspection or audit by SA;
11.2.4. if the Client fails to comply with any of its obligations under the terms of this Agreement;
11.2.5. if the Client commits any fraud or dishonesty or acts in any manner which in the opinion of SA brings
or is likely to bring SA or the Client into disrepute or is materially adverse to the interests of SA;
11.2.6. if the Client commits any breach of the Qualifying Standards or any policies and procedures provided
to it by SA;
11.2.7. if the Client commits any offence under the Bribery Act 2010;
12. CONSEQUENCES OF TERMINATION
12.1 On termination or expiry of this Agreement, for whatever reason:
12.1.1. the Client shall pay all sums due to SA (together with any interest (if applicable));
12.1.2. save as set out in Clause 12.1.3, the Fees and Charges paid or payable by the Client will not be
12.1.3. SA may agree, in its sole discretion, to refund certain of the Fees and Charges paid or payable by the
Client where this Agreement is terminated by SA pursuant to Clause 2 or as a result of termination by
the Client pursuant to Clauses 11.1.1 (material breach by SA). For the avoidance of any doubt, the
Client will not be entitled to any refund of the Fees and Charges paid or payable where this
Agreement is terminated for any other reason, including for breach;
12.1.4. the Licence granted in accordance with Clause 8 shall cease immediately;
12.1.5. the Client shall return to SA all confidential information of SA (including all copies in whatever form of
any such information);
12.1.6. SA may inform parties who may have interest in the reasons for termination. These parties may include without limitation, competent authorities, statutory bodies, the press and others;
12.1.7. the Client shall return the Certificate of Registration to SA or (if directed by SA) destroy the original,
and commit to destroy any electronic copies and printed copies in their possession; and
12.1.8. the provisions of Clause 5.2 shall apply.
12.2 Termination of this Agreement for any reason shall be without prejudice to any rights of either party which may have accrued up to the date of such termination and rights to terminate this Agreement shall be in addition to every other remedy or right, now or hereafter existing, including the right to recover damages which may be available to either party.
12.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, shall remain in full force and effect.
13. LIMITATION OF LIABILITY
13.1 Nothing in this Agreement shall limit or exclude the liability of SA for:
13.1.1. death or personal injury caused by its negligence;
13.1.2. fraud or fraudulent misrepresentation; or
13.1.3. any other liability which cannot be lawfully limited or excluded.
13.2 Subject to Clause 13.1, SA shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
13.2.1. loss of profits;
13.2.2. loss of sales or business;
13.2.3. loss of agreements or contracts;
13.2.4. loss of anticipated savings;
13.2.5. loss of or damage to goodwill;
13.2.6. loss of use or corruption of software, data or information; and
13.2.7. any indirect or consequential loss.
13.3 Subject to Clause 13.1, the total liability of SA to the Client whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the amount paid in Fees and Charges by the Client in the previous twelve months (or anticipated to be paid if this Agreement has not been in existence for twelve months).
13.4 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
Any notice to be given by either party to this Agreement shall be in writing in English and shall be delivered by email, hand or sent by recorded delivery (or other analogous method that requires a signature on delivery) to the last known address of the addressee and shall be deemed to have been given, in the case of email or hand delivery immediately, and, in the case of recorded delivery (or other analogous method that requires a signature on delivery), three (3) Business Days’ after posting. For the avoidance of doubt notice shall not be validly served by facsimile.
15. FORCE MAJEURE
15.1 Notwithstanding anything else contained in this Agreement neither party shall be liable for any delay or failure in performing its obligations hereunder if such delay or failure is caused by circumstances beyond its reasonable control including by way of illustration acts of God, fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; fire, explosion or accidental damage; wilful or criminal damage or theft by a third party; loss at sea; extreme adverse weather conditions; collapse of building structures; interruption or failure of utility service, including but not limited to electric power, gas or water; and labour disputes including but not limited to strikes, industrial action or lockouts, animal diseases and restrictions affecting the movement of animals or other regulatory intervention (a “Force Majeure Event”).
15.2 In the event that a Force Majeure Event shall have occurred in respect of a party that party shall forthwith notify the other party of such occurrence whereupon the parties shall seek to mitigate the effect of the Force Majeure Event so that the operation of the Agreement for each party shall continue to be achieved so far as reasonably possible.
15.3 In the event that the Force Majeure Event materially affects the operation of the Agreement and has subsisted for more than 3 calendar months, then either party may terminate this Agreement on giving 20 Business Days’ notice in writing to the other party.
16. ASSIGNMENT AND SUB-CONTRACTING
16.1 This Agreement is personal to the parties and the Client shall not, assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights or obligations under this
Agreement without the prior written consent of SA.
16.2 The Client shall not grant any sub-licence in respect of any registration mark, Scheme Logo, Trade Mark(s) or Intellectual Property Right.
17.1 If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, but that shall not affect the legality, validity or enforceability of any other provision of this Agreement.
17.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. VARIATION AND WAIVER
18.1 Save as set out in Clause 18.2, no variation or extension to this Agreement shall be effective unless it is in writing and signed by the parties.
18.2 The provisions contained in the Qualifying Standards, Schedules or relating to the Fees and Charges may be amended from time to time by SA providing written notice in advance to the Client. Such changes may be as a result of, for example, SA's requirements or adjusted fees.
18.3 The failure or delay by SA in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.
19. ENTIRE AGREEMENT
19.1 Save as set out in this Clause 19, this Agreement, together with any documents referred to within it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter except where expressly indicated in this Agreement. Any terms implied into this Agreement by law are hereby excluded to the fullest extent permissible. However, nothing in this Agreement excludes any liability for pre-contract statements or representations made fraudulently.
19.2 The Client agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty made by SA (whether made innocently or negligently) that is not set out in this Agreement. The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
19.3 SA is entering into this Agreement in reliance on the statements, representations, assurances and warranties (whether made innocently or negligently) that the Client gives to SA and whether set out in this Agreement or not.
20. FURTHER ASSURANCE
At its own expense each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
21. RIGHTS OF THIRD PARTIES
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party except that any group company of SA has the right to enforce the terms of this Agreement.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered
shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
23. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture
between any of the parties, constitute any party the agent of another party, or authorise any party to make or
enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Each party shall bear its own legal and other costs incurred in the preparation, negotiation and implementation of this Agreement.
This Agreement is drafted in the English language. If this Agreement is translated into any other language, the
English language version shall prevail.
26. GOVERNING LAW AND JURISDICTION
26.1 This Agreement and all matters (including, without limitation, any contractual or non-contractual obligation) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
26.2 The parties irrevocably submit to the exclusive jurisdiction of the English and Welsh courts to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) subject to Clause 10 (Complaint and Appeal Resolution) in the first instance.
This Agreement has been entered into on the date stated at the beginning of it.
Signature and Agreement
Signed for and on behalf of the Client
Signed for and on behalf of The Soil Association Limited