Purchasing Terms and Conditions (“Purchasing Terms”)
Unless otherwise agreed in a separate written agreement signed by Insights Learning & Development Limited or its Affiliates identified in an order (“Insights”), Insights will purchase from the Supplier under these Purchasing Terms. Supplier shall be deemed to have agreed to be bound by the following terms and conditions by accepting an order from Insights (“Order”) for the delivery of goods (“Products”), and/or performance of services (“Services”) in the applicable Order. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity.
- Fees and Payment: Insights will pay the Supplier the agreed amounts in the currency specified in the Order within 30 days from the receipt of an undisputed invoice issued in accordance with Insights’ instructions. Supplier will be fully responsible for all costs and expenses, including, without limitation, any applicable delivery costs and levies imposed related to the performance of the Services and provision of Products to Insights.
- Cancellation: Insights may cancel an Order or any part of an Order any time before the Order has been performed or delivered. Insights may terminate the Order immediately, by written notice without any liability to the Supplier, if: (a) Supplier commits a breach of the Purchasing Terms; (b) the continuation of the Order would prevent Insights or any of its Affiliates from complying with any applicable laws; (c) the Supplier makes any voluntary arrangement with its creditors or becomes subject to any administration order or goes into liquidation or receivership; (d) a receiver, trustee or liquidator or equivalent person is appointed over any of the Supplier's property or assets; (e) the Supplier ceases or threatens to cease to carry on any part of its business; (f) Supplier is not able to provide the Product and/or Services as outlined in the Order; or (g) Insights reasonably considers that any of the events set out in 2 (c) to (f) is about to occur to the Supplier and notifies the Supplier accordingly. Insights’ only obligation for terminating the Order is to pay for the Products shipped or delivered prior to such termination.
- Delivery: The Supplier will deliver the Products in accordance with Insights’ instructions to the delivery address set out in the Order and Delivery Duty Paid (“DDP”) as defined in Incoterms 2020. Each Order shall be accompanied by a delivery note from the Supplier showing the Order number, the date of the Order, the relevant Insights’ and Supplier’s details (i.e. name of the entity, address and VAT or applicable tax information), the type and quantity of Services and/or Products and other details specified by Insights. Time of delivery or performance is of the essence. If the Supplier fails to deliver any of the Products or perform any of the Services by the date specified in the Order, Insights shall (without prejudice to its other rights and remedies) be entitled at Insights’ sole discretion to all or any of the following: a) to terminate the Order in whole or in part; b) to purchase the same or similar Products and/or Services from another supplier; c) to refuse to accept the delivery or performance of any more Products or Services under the Order; and d) to recover from the Supplier all costs and losses incurred by Insights from the failure or delay in delivery of Products and/or performance of Services, including the price payable by Insights to acquire the Products and/or Services from another supplier and any loss of profit.
- Acceptance, rejection and inspection: Insights shall not be deemed to have accepted any Products and Services until it has had reasonable time to review the Products and Services following delivery to ensure their conformance to specifications and requirements to Insights’ reasonable satisfaction. To the extent that such Products and/or Services do not conform to the specifications or requirements, Insights may return any rejected Products to the Supplier at the Supplier’s cost and risk and Supplier shall reperform any rejected Services at its expense.
- Title and Risk: Title and risk of loss or damage to the Products shall not pass to Insights until the Products have been delivered to Insights or a location designated by Insights on the Order. Passing of title in the Products shall not prejudice Insights’ right of rejection or any other rights or remedies under the Purchasing Terms.
- General Warranties: Supplier warrants and represents that i) it has all authority, licenses, permits, consents and legal documentation necessary to enter into and perform its obligations under the Order; ii) it will fully comply with all applicable laws, codes, and regulations, including without limitation any applicable data protection laws, export and import requirements; iii) the Products are free from defects; iv) the Products and Services conform with the quality and description in the Order and are provided with due diligence, in a professional manner and in compliance with the highest professional and ethical standards of practice in the industry, applicable laws and regulations; v) the Products and Services provided under the Order do not infringe upon or misappropriate any third party’s proprietary or intellectual property rights; vi) there are no actual or potential conflicts of interest concerning the Order; vii) it will not use or provide Insights with any third party confidential or proprietary information or materials unless Supplier has obtained written authorization from the relevant party for such use; and viii) it observes all applicable employment, health and safety rules and regulations in relation to the provision of Products and/or Services to Insights.
- Intellectual Property: Supplier will not acquire any right, title or interest in or to the intellectual property rights of Insights, its Affiliates or its licensors. Supplier will not amend, modify, copy, adapt or re-use Insights’ intellectual property or in any way, alter, obliterate, conceal, or copy any intellectual property rights of Insights, its Affiliates and its licensors. Except to provide the Products and Services specified in the Order, Supplier must not copy, produce, make, modify, manufacture, supply or assist any other party to copy, produce, make, modify, manufacture or supply Insights’ products, services, or any material incorporating Insights’ intellectual property or any part thereof for use, sale, or other purpose. Supplier will indemnify Insights, its Affiliates and its licensors and hold them harmless against any costs, expenses, losses, damages or liabilities (including attorneys’ fees) incurred, arising out of or in connection with actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual property right arising out of the use by Insights, its Affiliates, its licensors or their employees or customers of any Products or Services provided by Supplier.
- Confidentiality: Supplier agrees to keep confidential all information provided by Insights to Supplier regarding its business and operations which is marked as confidential or that, given the nature of the information and the surrounding circumstances would reasonably be considered confidential or commercially sensitive (“Confidential Information”). All Confidential Information provided by Insights shall be used by Supplier solely for the purpose of providing Products and/or Services pursuant to the Order and shall not be disclosed to any third party without the prior written consent of Insights. Confidential Information does not include any information that is i) publicly available when provided or thereafter becomes publicly available other than through a breach of these Purchasing Terms, ii) or was already known or available to the Supplier at the time of disclosure, other than pursuant to or through breach of any confidentiality obligation owed to Insights, iii) disclosed to the Supplier by a third party who did not acquire or disclose such information unlawfully or by a wrongful act, or iv) independently developed by or on behalf of the Supplier without containing or referencing the Confidential Information in circumstances where the developing party has not had direct or indirect access to the Confidential Information. Upon request by Insights, upon termination of the Order or after the Order has been fulfilled, the Supplier will, within 14 days from the date of termination, Insights’ request or fulfilment of the Order, return or destroy (at the discretion of Insights) all Confidential Information provided by Insights.
- Data Protection & Privacy: Where Supplier processes any personal data on behalf of Insights, the Parties acknowledge that Insights Learning & Development Limited is the data controller and Supplier is a data processor. Supplier will (i) process personal data in accordance with all applicable data protection laws and shall not by act or omission cause Insights (or any other person) to be in breach of any applicable data protection laws; (ii) only process personal data in accordance with Insights’ written instructions and applicable data protection laws; (iii) immediately inform Insights in writing if, in the Supplier’s opinion, Insights’ instructions infringe any applicable data protection law and explain the reasons for its opinion that the instructions are infringing; (iv) implement and maintain appropriate privacy and security protections for the personal data to meet the requirements of applicable data protection laws and ensure the protection of the rights of data subjects; (v) ensure a level of security in respect of personal data processed by it that is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed; (vi) ensure that Supplier’s employees are only granted access to the personal data to the extent necessary to supply the Products and/or Services to Insights and such access is withdrawn and prevented to the extent such access is no longer necessary; (vii) report any breaches involving personal data to Insights at email@example.com without undue delay (no later than within 24 hours of becoming aware of it), viii) cooperate fully with Insights in the investigation of any breaches and provide all details as Insights reasonably requires including, without limitation, the nature of the breach, the likely consequences and the measures taken to address the breach, ix) not engage any sub-processors without Insights’ prior written consent, and where such consent is given, the Supplier shall be responsible for all acts and omissions of each sub-processor as if such acts and omissions were the Supplier’s acts and omissions; (x) not use, disclose, or transfer personal data outside of the European Economic Area without the prior written consent of Insights and, where consent is given, Supplier shall only transfer personal data in compliance with applicable data protection laws, and xi) cooperate fully with Insights’ requests for access, correction of, and destruction of personal data in Supplier’s possession; (xii) provide all reasonable assistance in the preparation of any data protection impact assessment in relation to activities carried out under or in connection with the Order; (xiii) maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of Insights, containing such information as Insights may reasonably require and allow for and contribute to audits, including inspections, conducted by Insights or another auditor mandated by Insights for the purpose of demonstrating compliance by the Supplier and Insights with their respective obligations under applicable data protection laws; (xiv) upon request of Insights and/or upon the termination or fulfilment of the Order, whichever is earlier, delete, destroy and/or return all personal data processed under the Order to Insights; and (xv) ensure all employees and anyone to whom the Supplier discloses personal data to keep such personal data in strict confidence and shall treat the personal data as confidential. In the event of a conflict between a Party’s obligations under these Purchasing Terms and the Party’s obligations toward a data subject under the applicable data protection laws, that Party will comply with its obligations to the data subject under the applicable data protection laws. Supplier will notify Insights, and give Insights an opportunity to object, before Supplier takes any action that violates Insights’ instructions or these Purchasing Terms in order to comply with the data subject’s rights. Under no circumstances will Supplier sell or rent personal data processed under the Order. Insights is entitled, on giving reasonable notice to Supplier, to inspect (or appoint representatives to inspect) all facilities, equipment, documents and electronic data relating to the processing of personal data by Supplier to ensure Supplier’s compliance with these Purchasing Terms. Insights may process personal data disclosed to it by the Supplier in accordance with its data protection and privacy policies, as amended or updated from time to time, and applicable data protection laws. Insights’ current data protection and privacy policies can be found at insights.com. The Supplier shall ensure that these policies are made known to all relevant data subjects prior to disclosing personal data to Insights.
- Indemnification: Supplier will indemnify, defend and hold Insights and its Affiliates, their officers, directors, resellers, employees, agents and customers harmless from and against any and all losses, liabilities, costs, claims, damages and expenses (including attorneys’ fees and costs) arising out of or related to i) any actual or alleged action or failure to act by Supplier, its Affiliates, or its personnel; ii) Supplier’s fraud, willful default, misconduct, lack of reasonable skill and care, negligence, misrepresentation; iii) Supplier’s breach of these Purchasing Terms; iv) Supplier’s violation of any applicable laws, including without limitation applicable data protection laws; v) any liability arising from any employment‐related claim or any claim based on worker status (including reasonable costs and expenses) against Insights arising out of or in connection with the provision of Products and/or Services; or vi) any requirements to pay any kind of taxes, other than sales taxes that are properly itemized on an invoice, where the liability to pay taxes arises from the payment by Insights to Supplier under the Order.
- Liability: Insights’ entire liability to Supplier for any claims, demands, causes of action, arising in statutory claim, tort, contract, or otherwise is limited solely to the price actually paid by Insights to Supplier under the Order. Insights shall not be liable for any consequential or indirect loss which arises out of or in connection with the provision of Products and/or Services under the Order.
- Insurance: Supplier must maintain at its own expense with financially sound and reputable companies adequate insurance policies covering its obligations under the Order. Supplier shall be solely responsible for ensuring that its subcontractors maintain adequate insurance coverage for its obligations under the Order.
- Independent Contractors: The Parties are independent businesses and are not partners, principal and agent or employer and employee and the Purchasing Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided herein. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other Party’s behalf.
- Assignment: Insights may assign or transfer these Purchasing Terms to its Affiliates or successor in the event of merger or reorganization. Otherwise, a Party may not assign, transfer or sub-contract their rights or obligations under these Purchasing Terms without the prior written consent of the other Party.
- Bribery & Corruption: Supplier complies with and will ensure its personnel, agents and subcontractors comply with all applicable anti-bribery legislation and regulations, including, but not limited to, U.S. Foreign Corrupt Practices Act 1977, as amended, or the UK Bribery Act 2010 as amended and will report in confidence to Insights any instance of suspected or actual improper conduct by an employee or contractor of Insights.
- Dispute: These Purchasing Terms and the provision of Products and/or Services shall be governed by Scots law and submitted to the exclusive jurisdiction of the Scottish courts.
- Precedence: In the event that Insights enters into a written agreement for the supply of Products and/or Services with the Supplier and there is any conflict between the terms of that agreement and these Purchasing Terms, the terms of the agreement for the supply of Products and/or Services signed by the Parties shall take precedence.