Terms & Conditions For Supply Of Goods & Services

STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES

1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable
Specification Documents;
1.2 “Customer” means the organisation or person who purchases goods and services from Valeanto
Ltd;
1.3 “Intellectual Proper Rights” means all patents, registered and unregistered designs, copyright,
trademarks, know-how, databases and all other forms of intellectual property wherever in the world
enforceable;
1.4 “Specification Document” means a statement of work, quotation or other similar document
describing the goods and services to be provided by Valeanto Ltd;

2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by
Valeanto Ltd to the Customer.
2.2 Before the commencement of the services Valeanto Ltd shall submit to the Customer a
Specification Document which shall specify the goods and services supplied and the price payable.
The Customer shall notify Valeanto Ltd immediately, if the Customer does not agree with the
contents of the Specification Document. All Specification Documents shall be subject to these Terms
and Conditions.
2.3 Valeanto Ltd shall use all reasonable endeavours to complete the services within estimated time
frames but time shall not be of the essence in the performance of any services.

3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Specification Document.
Valeanto Ltd shall invoice the Customer upon the agreement of the customer that they wish to
purchase the said goods.
3.2 Invoiced amounts shall be due and payable immediately on receipt of invoice In the event that
the customer’s procedures require that an invoice be submitted against a purchase order to
payment, the Customer shall be responsible for issuing such purchase order before the goods and
services are supplied.
3.3 All prices are quoted inclusive of UK Vat, where applicable.
3.4 Any prices quoted in any sales may be subject to change without notice.
3.5 The Company reserves the right to repossess any goods should the customer become insolvent
or fail to pay for them under the terms of the contract.

4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For
the avoidance of doubt no description, specification or illustration contained in any product
pamphlet or other sales of marketing literature of Valeanto Ltd and no representation written of
oral, correspondence or statement shall form part of the contract.

5 DELIVERY
5.1 The date of delivery specified by Valeanto Ltd is an estimate only. Time for delivery shall not be
of the essence of the contract and Valeanto Ltd shall not be liable for any consequential loss, costs,
damages, charges, loss of profit or expenses of whatsoever nature caused directly or indirectly by
any delay in the delivery of goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 Divisibility Clause: This contract is divisible. Each delivery made hereunder shall be deemed to
arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be
payable in full in accordance with the terms of payment provided for herein, without reference to
and notwithstanding any defect of default in delivery of any other instalment.

6 TITLE
Title in the Goods shall not pass to the Customer until Valeanto Ltd has been paid in full for the
Goods.

7 CUSTOMER’S OBLIGATIONS
7.1 To enable Valeanto Ltd to perform its obligations under this Agreement the Customer shall;
7.1.1 co-operate with Valeanto Ltd;
7.1.2 provide Valeanto Ltd with any information reasonable required by Valeanto Ltd;
7.1.3 obtain all necessary permissions and consents which may be required before the
commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the Specification Document
or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate Valeanto Ltd for any expenses incurred by Valeanto
Ltd as a result of the Customer’s failure to comply with Clause 7.1
7.3 Without prejudice to any other rights to which Valeanto Ltd may be entitled, in the event that
the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification
Document, the Customer shall be required to pay to Valeanto Ltd, as agreed damages and not as a
penalty, the full amount of any third party costs to which Valeanto Ltd has committed and in respect
of cancellations on less than five working days’ written notice the full amount of the goods and
services contracted for as set out in the Agreement, and the Customer agrees this is a genuine pre-
estimate of Valeanto Ltd’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods
and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of Valeanto Ltd,
shall omit or commit anything which prevents or delays Valeanto Ltd from undertaking or complying
with any of its obligations under this Agreement, then Valeanto Ltd shall notify the Customer as
soon as possible and:
7.4.1 Valeanto Ltd shall have no liability in respect of any delay to the completion of any
project;
7.4.2 If applicable, the timetable for the project will be modified accordingly;
7.4.3 Valeanto Ltd shall notify the Customer at the same time if it intends to make any claim
for any additional costs.

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon and execute new Specification Documents.
Any alterations in the scope of goods and/or services to be provided under this Agreement shall be
set out in the Specification Document, which shall reflect the changed goods and/or services and
price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification Document by notice in
writing to Valeanto Ltd. On receipt of the request for alterations Valeanto Ltd shall, within 5 working
days or such other period as may be agreed between the parties, advise the Customer by notice in
writing of the effect of such alterations, if any, on the price and any other terms already agreed
between the parties.
8.3 Where Valeanto Ltd gives written notice to the Customer agreeing to perform any alterations on
terms different to those already agreed between the parties, the Customer shall, within 5 working
days of receipt of such notice or such other period as may be agreed between the parties, advise
Valeanto Ltd by notice in writing whether or not it wishes the alterations to proceed.
8.4 Where Valeanto Ltd gives written notice to the Customer agreeing to perform alterations on
terms different to those already agreed between the parties, and the Customer confirms in writing
that it wishes the alterations to proceed on those terms, the Specification Document shall be
amended to reflect such alterations and thereafter Valeanto Ltd shall perform this Agreement upon
the basis of such amended terms.

9 WARRANTY
9.1 Valeanto Ltd warrants that the services performed under this Agreement shall be performed
using reasonable skill and care, and of a quality conforming to generally accepted industry standards
and practices.
9.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by
operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by Valeanto Ltd. This exclusion does not exclude liability for fraud or fraudulent
misrepresentation.

10 INDEMNIFICATION
The Customer shall indemnify Valeanto Ltd against all claims, costs and expenses which Valeanto Ltd
may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations
under this Agreement, including any claims brought against Valeanto Ltd alleging that any goods
and/or services provided by Valeanto Ltd in accordance with the Specification Document infringes a
patent, copyright or trade secret or other similar right of a third party.

11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to gross negligence for which no limit applies,
the entire liability of Valeanto Ltd to the Customer in respect of any claim whatsoever or breach of
this Agreement, whether or not arising out of gross negligence, shall be limited to the price paid or
payable under the agreement.
11.2 In no event shall Valeanto Ltd be liable to the Customer for any loss of business, loss of
opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
This shall apply even where such a loss was reasonably foreseeable or Valeanto Ltd had been made
aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit Valeanto Ltd’s liability for death or
personal injury resulting from Valeanto Ltd’s gross negligence or that of its employees, agents or
sub-contractors.

12 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 The other party commits a material breach of this Agreement and, in the case of a breach
capable of being remedied, fails to remedy it within 30 calendar days of being given written notice
from the other party to do so;
12.2 The other party commits a material breach of this Agreement which cannot be remedied under
any circumstances.
12.3 The other party passes a resolution for winding up (other than for the purpose of solvent
amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 The other party ceases to carry on its business or substantially the whole of its business; or
12.5 The other party is declared insolvent, or convenes a meeting of or proposes to make any
arrangement or composition with its creditors; or liquidator, receiver, administrative receiver,
manager, trustee or similar officer is appointed over any of its assets.
12.6 For any reason by Valeanto Ltd so long as 30 days notice in writing is provided.

13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this
Agreement shall, so far as not already vested, become the absolute property of Valeanto Ltd..

14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, pandemics, the act or omission of government,highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Valeanto Ltd also has the right to terminate the agreement in the event of Force Majeure.

15 INDEPENDENT CONTRACTORS
15.1 Valeanto Ltd and the Customer are contractors independent of each other, and neither has the
authority to bind the other to any third party or act in any way as the representative of the other,
unless otherwise expressly agreed to in writing by both parties. Valeanto Ltd may, in addition to its
own employees, engage sub-contractors to provide all or part of the services being provided to the
Customer and such engagement shall not relieve Valeanto Ltd of its obligations under this
Agreement or any applicable Specification Document.
15.2 Valeanto Ltd, if so, requested by the customer, may recommend a sub-contractor for inter alia,
delivery, installation, alterations etc. The sub-contractor will be employed/paid by the customer and
the contract will be solely between the customer and the sub-contractor. Valeanto Ltd will, under
no circumstances whatsoever, be responsible for any claims/actions that may arise from the said
recommendation. The appointment of the sub-contractor is purely the responsibility of the
customer.

16 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this
Agreement without the prior written consent of Valeanto Ltd.

17 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any
Court of competent jurisdiction such provision shall be severed and the remainder of the provisions
herein shall continue in full force and effect as if this Agreement had been agreed with the invalid
illegal or unenforceable provision eliminated.
18 WAIVER
The failure by either party to enforce at any time or for period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

19 NOTICES
Any notice to be given by either party to the other may be served by e-mail, facsimile, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by e-mail shall unless the contrary is proved, be deemed to be received on the day it was sent,
if sent by facsimile shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

20 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

21 NO THIRD PARTIES
Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

22. DATA PROTECTION
Definitions:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and
appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation:
The UK Data Protection Legislation and any other European Union legislation relating to personal
data and all other legislation and regulatory requirements in force from time to time which apply to
a party relating to the use of Personal Data (including, without limitation, the privacy of electronic
communications);
UK Data Protection Legislation:
All applicable data protection and privacy legislation in force from time to time in the UK including
the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy
and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and
the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
22.1  Both parties will comply with all applicable requirements of the Data Protection Legislation.
This clause 22 is in addition to, and does not relieve, remove or replace, a party’s obligations or
rights under the Data Protection Legislation.  In this clause 22, Applicable Laws means (for so long as
and to the extent that they apply to the Supplier) the law of the European Union, the law of any
member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK
Data Protection Legislation and any other law that applies in the UK.
22.2  The parties acknowledge that for the purposes of the Data Protection Legislation, the
Customer is the Controller and the Supplier is the Processor.

22.3  Without prejudice to the generality of clause 22.1, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to
the Supplier for the duration and purposes of this agreement. without prejudice to the generality of
clause 22.1, the Supplier shall, in relation to any Personal Data processed in connection with the
performance by the Supplier of its obligations under this agreement:
22.3.1 process that Personal Data only on the documented written instructions of the
Customer unless the Supplier is required by Applicable Laws to otherwise process that
Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing
Personal Data, the Supplier shall promptly notify the Customer of this before performing the
processing required by the Applicable Laws unless those Applicable Laws prohibit the
Supplier from so notifying the Customer;
22.3.2 ensure that it has in place appropriate technical and organisational measures,
reviewed and approved by the Customer, 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);
22.3.3 ensure that all personnel who have access to and/or process Personal Data are
obliged to keep the Personal Data confidential; and
22.3.4 not transfer any Personal Data outside of the European Economic Area unless the
prior written consent of the Customer has been obtained and the following conditions are
fulfilled:
i.       the Customer 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
the Customer with respect to the processing of the Personal Data.
22.3.5 assist the Customer, at the Customer’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;
22.3.6 notify the Customer without undue delay on becoming aware of a Personal Data
Breach;

22.3.7 at the written direction of the Customer, delete or return Personal Data and copies
thereof to the Customer on termination of the agreement unless required by Applicable Law
to store the Personal Data; and
22.3.8 maintain complete and accurate records and information to demonstrate its
compliance with this clause 22 and allow for audits by the Customer or the Customer’s
designated auditor and immediately inform the Customer if, in the opinion of the Supplier,
an instruction infringes the Data Protection Legislation.
22.4 The Customer does not consent to the Supplier appointing any third party processor of Personal
Data under this agreement without the Customer’s prior written consent. Should this be the case,
the Supplier confirms that it has entered or (as the case may be) will enter with the third-party
processor into a written agreement incorporating terms which are substantially similar to those set
out in this clause 22 and in either case which the Supplier undertakes reflect and will continue to
reflect the requirements of the Data Protection Legislation. As between the Customer and the
Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor
appointed by it pursuant to this clause 22.
22.5    Either party may, at any time on not less than 30 days’ notice, revise this clause 22 by
replacing it with any applicable controller to processor standard clauses or similar terms forming
part of an applicable certification scheme (which shall apply when replaced by attachment to this
agreement).

23 GOVERNING LAW AND JURISDICTION
23.1 These terms shall be governed by, and construed in accordance with, the laws of England and
Wales.
23.2 With respect to any Proceedings, each Party irrevocably
22.2.1 agrees that the courts of England shall have exclusive jurisdiction to determine any
Proceedings and irrevocably submits to the jurisdiction of the English courts and
22.2,2. waives any objection which it may have at any time to the bringing of any
Proceedings in any such court and agrees not to claim that such Proceedings have been
brought in an inconvenient forum or that such court does not have jurisdiction over such
Party.