Terms and Conditions of Purchase

1. Interpretation

1.1 In these Standard Terms and Conditions of Purchase the following expressions will have the following meanings unless inconsistent with the context:

"Agreement" the agreement entered into between BDO and the Supplier for the supply of Goods and/or Services in accordance with these Standard Terms and Conditions of Purchase and the terms set out in the Order (as defined below);

"BDO" BDO Services Limited (or BDO LLP if so stated in the Order), referred to in these Standard Terms and Conditions of Purchase as “BDO”, "us", "we" or "our" which, where appropriate, includes our successor and predecessor firms.

"Force Majeure" any cause preventing either party from performing any or all of its obligations under this Agreement which arises from or is attributable to circumstances beyond the reasonable control of the party so prevented (including, without limitation, to the extent that these are beyond such control, acts of God, nuclear accident, war or terrorist activity, riot, civil commotion, fire, flood or storm, but excluding shortage of personnel or equipment or industrial action);

“Goods” the goods to be provided to BDO by the Supplier (if any), as more particularly described in the Order;

"Intellectual Property" all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trademarks, database rights, rights in designs, copyrights (including rights in computer software) and topography rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for the full term of such rights, and any renewals or extensions of them;

"Materials" any and all works of authorship, artistic, literary and other works, inventions and materials designed, created, developed, written or prepared by the Supplier (or the Supplier's employees, agents or sub-contractors) in the course of providing the Services and/or comprised in the Goods, whether individually, collectively or jointly with BDO and on whatever media;

“Order” BDO’s purchase order form (an example of which is attached to this Agreement at Appendix A), or Scope of Works (an example of which is set out at Appendix B) or BDO’s written acceptance of the Supplier’s quotation, whichever is issued (in the case of a purchase order) or agreed earlier;

"Services" the services (if any) to be provided to BDO by the Supplier, as more particularly described in the Order;

"Supplier" the supplier as set out in the Order.

1.2 In this Agreement references to any statute, statutory provision, subordinate legislation, code or guideline shall, unless the context otherwise requires, be construed as a reference to such legislation as the same may from time to time be amended, consolidated, modified, extended, re-enacted, replaced, superseded or substituted.

1.3 In this Agreement, references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.4 The headings of this Agreement will not affect the construction of the terms and conditions of this Agreement.

1.5 These Standard Terms and Conditions of Purchase are the only terms applicable to this Agreement. All terms and conditions proposed by the Supplier (even though such terms may be included in a later document; endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement of confirmation of order, specification or similar document; and/or purport to exclude or supersede any terms which are inconsistent with them; or which may otherwise be implied by custom or dealing) or which are implied by trade, custom, practice or course of dealing are hereby excluded. The Supplier hereby waives irrevocably any right which it may otherwise have to rely on such terms and conditions.


2. Basis of contract and commencement

2.1 The Order constitutes an offer by BDO to purchase Goods and/or Services in accordance with these Standard Terms and Conditions of Purchase.

2.2 The Order shall be deemed accepted on the earlier of the Supplier issuing written acceptance of the Order or the date on which the Supplier commences the provision of the Goods and/or Services, at which point and on which date the Agreement shall come into existence.

2.3 The Supplier warrants, represents and undertakes that it is fully entitled to enter into and perform its obligations under this Agreement.

2.4 If the Supplier is unable to meet the exact terms of this Agreement, the Supplier must promptly inform BDO of the reason and (where such inability is of uncertain duration) keep BDO informed of the expected duration of such inability. BDO may in its absolute discretion and without prejudice to its rights and remedies discuss the possibility of issuing a revised agreement on amended terms.

2.5 The Supplier will not receive any payment in respect of any periods during which the Services (if any) cannot be provided due to sickness, injury or any other reason.


3. Supplier's warranties as to goods and/or services

3.1 The Supplier warrants and undertakes that any and all Goods shall:

3.1.1 be without fault and of the best available quality, material and workmanship;

3.1.2 conform in all respects with any Order and any specification therein supplied or advised by BDO to the Supplier, or applied by the Supplier to the Goods;

3.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by BDO expressly or by implication, and in this respect BDO relies on the Supplier’s skill and judgement;

3.1.4 be consistent with any sample supplied to or inspected by BDO; and

3.1.5 comply with any and all regulations, regulatory, statutory, legal and other such requirements applicable to the Goods.

3.2 In providing the Services (if any), the Supplier warrants and undertakes that it shall:

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

3.2.2 devote such time as shall be necessary for the proper provision of the Services to the satisfaction of BDO;

3.2.3 use personnel who are suitably 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 this Agreement;

3.2.4 ensure that the Services and any Materials conform with the Order and all descriptions and specifications therein, and that the Materials shall be fit for any purpose expressly or impliedly made known to the Supplier by BDO;

3.2.5 give to BDO such written or oral advice, information, evaluation or report regarding the Services (or any part thereof) as BDO shall reasonably require;

3.2.6 obey all lawful and reasonable directions of BDO and abide by the terms of any relevant BDO internal policy or procedure;

3.2.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

3.2.8 observe all health and safety rules and regulations and other security requirements that apply to any of BDO’s premises; and

3.2.9 comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including but not limited to the Bribery Act 2010) and with BDO’s Anti-Bribery Policy (a copy of which is available on request) and not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK. Any failure to meet any obligation under this clause 3.2.9 shall be deemed a material breach under clause 15.3.2 of the Agreement.

3.3 BDO’s rights under this Agreement are in addition to the statutory conditions implied in favour of BDO by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 and any other applicable statute in force from time to time.


4. Delivery of goods

4.1 Delivery of the Goods (if any) shall be to BDO’s address as specified in the Order or to such other place of delivery as specified by BDO in writing prior to delivery of the Goods (“Delivery Location”). BDO shall have the right to change its delivery instructions, including the delivery date, at any time by reasonable notice in writing to the Supplier.

4.2 The Supplier shall ensure that all Goods are packaged to adequately protect against damage and/or deterioration in transit. The Supplier shall, at its own expense, repair or replace (at BDO's option) Goods lost or damaged in transit, and delivery will not be deemed to have taken place until replacement or repaired items have been delivered to BDO's reasonable satisfaction.

4.3 Unless specifically agreed otherwise, the Supplier shall be responsible for arranging and paying for all costs of delivery of the Goods in accordance with Clause 7.1.

4.4 The Goods shall be delivered to BDO at the Delivery Location no later than the date for delivery set out in the Order or as otherwise specified by BDO. Time for delivery shall be of the essence unless otherwise agreed in the Order.

4.5 Unless otherwise stipulated by BDO, deliveries shall only be accepted at the Delivery Location in normal business hours.

4.6 Delivery of the Goods shall be completed on the completion of unloading and stacking of the Goods at the Delivery Location.

4.7 In the event that BDO agrees in writing to accept delivery of Goods by instalments, this Agreement will be construed as applying to each instalment. Nevertheless failure by the Supplier to deliver any one instalment shall entitle BDO at its option to treat the whole Agreement as cancelled, subject to a continuing obligation to pay for any Goods received prior to such failure on a pro-rata basis.

4.8 Signature on behalf of BDO of a delivery note or other document presented for signature on delivery of the Goods is not evidence that the correct quantity or number of Goods have been delivered or that they otherwise meet the requirements of this Agreement.

4.9 If the Goods are delivered to BDO in excess of the quantities ordered then BDO shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.

4.10 BDO shall be entitled to cancel any delivery of Goods in whole or in part upon giving reasonable notice to Supplier. Notice of such cancellation may be communicated to the Supplier orally, in writing (by hand, post or facsimile), by email or by any other means of communication that BDO in its reasonable discretion deems appropriate.

4.11 BDO shall be entitled to return any Goods, at its own cost but without further liability for such Goods, to the Supplier at any time to the address specified by the Supplier. This entitlement shall not apply to any Goods which BDO has required the Supplier to produce to the particular specification of BDO and which cannot reasonably be supplied to another party. BDO’s right to return Goods pursuant to this Clause 4.11 shall be without prejudice to any rights or remedies available to it under this Agreement or at law.


5. Title and risk

5.1 The Goods (if any) shall remain at the risk of the Supplier until delivery to BDO is complete (including off-loading and stacking) when risk and title of the Goods shall pass to BDO. In the event that payment for Goods shall precede delivery title shall pass to BDO on payment.


6. Remedies

6.1 If any Goods delivered to BDO are in BDO's reasonable opinion defective or in any way do not comply with the terms of this Agreement, then, without limiting any of its other rights or remedies, BDO shall have the right, exercisable by written notice to the Supplier within twenty (20) working days of receipt, to reject the Goods and/or to require the Supplier (at the Supplier's risk and expense) to collect, replace, rework, modify and/or redeliver rejected Goods with Goods that (in BDO's reasonable opinion) comply with this Agreement.

6.2 If the Goods do not comply with the undertakings set out in clause 3, or the Services are not performed on or by the applicable due dates then, without prejudice to any other rights which it may have, BDO reserves the right to:

6.2.1 terminate the Agreement;

6.2.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services (as the case may be) which the Supplier attempts to make;

6.2.3 recover from the Supplier any expenditure reasonably incurred by BDO in obtaining goods and/or services in substitution for the Goods and/or Services from another supplier; and

6.2.4 claim damages for any additional costs, loss or expenses incurred by BDO which are in any way attributable to the Supplier's failure to carry out its obligations under the Agreement .

6.3 In the event of any failure on the part of the Supplier to supply Goods and/or Services of the quality, in the quantity, to the specification or by the due date for delivery:

6.3.1 BDO reserves the right to obtain equivalent Goods and/or Services from an alternative source and the Supplier undertakes to reimburse BDO for any additional costs incurred by BDO in so doing; and

6.3.2 BDO shall be entitled to invoice the Supplier for the amount of any costs incurred directly or indirectly by BDO as a result of said failure and the Supplier shall pay such an invoice within 30 days.


7. Fee/price

7.1 In consideration for the proper provision of the Goods and/or the Services, BDO shall pay to the Supplier the price of the Goods and/or fee for the Services which is stated on the Order in Pounds Sterling.

7.2 All payments referred to in the Order are stated exclusive of value added tax and all other similar taxes and duties payable in respect of such payments. BDO shall pay to the Supplier any payment required under the Order at the time that the payment becomes due together with an amount equal to any value added tax properly chargeable upon such payment, provided that the Supplier shall provide BDO with a value added tax invoice in a form satisfactory to BDO in respect of the payment. References in this clause 7.2 to "payments" include non-cash consideration and expressions bearing the same meaning shall be construed accordingly.

7.3 No variation in the price/fee nor extra charges will be accepted without the prior written consent of BDO.

7.4 No expenses shall be payable to the Supplier by BDO except as expressly set out in the Order.

7.5 BDO shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier to any other customer.


8. Invoicing and payment

8.1 The Supplier shall invoice BDO upon completion of the Services and/or delivery of the Goods to BDO's reasonable satisfaction and in accordance with this Agreement. In the event that BDO agrees in writing to accept delivery of the Goods and/or performance of the Services by instalments, the Supplier shall provide a separate invoice for each instalment. All invoices shall contain details of the Goods and/or Services, along with any other data which BDO shall reasonably require and notify to Supplier.

8.2 Subject to Clauses 8.1, 8.3 and 8.4, BDO shall pay or procure the payment of all invoices within 30 days (or such other period as agreed in the Order) of receipt provided that, if in the opinion of BDO any invoice is incorrect, BDO shall notify the Supplier and payment shall not be due to the Supplier for the price set out in such invoice unless and until a correct invoice has been submitted to BDO and then payment shall be due within 30 days (or such other period as agreed in the Order) of receipt of such corrected invoice.

8.3 BDO shall not be required to make any payment to the Supplier until the Goods and/or Services have been provided to the reasonable satisfaction of BDO and in accordance with this Agreement. Any rectification required regarding the quality, performance or otherwise of the Goods and/or Services will be notified in writing by BDO to the Supplier within twenty (20) days of request and such rectification shall be performed within five (5) days of notification or as otherwise agreed by BDO in writing.

8.4 If any sums are due to BDO from the Supplier, then BDO shall be entitled to exercise the right to set-off such sums against any payments due to the Supplier from BDO.

8.5 If BDO is required, pursuant to any applicable present or future law, rule or regulation of any competent governmental or other administrative body, to make any withholding in respect of tax or otherwise from any amount or amounts payable to the Supplier pursuant to this Agreement, BDO shall pay any amounts net of such withholding.

8.6 If BDO fails to pay by the due date any amount payable by it under this Agreement, the Supplier shall be entitled but not obliged to charge BDO interest on the overdue amount, from the due date up to the date of actual payment, at the rate of three (3) per cent per annum above the Bank of England base rate from time to time. The Supplier acknowledges and agrees that this clause 8.6 provides the supplier with a substantial remedy for the late payment of sums due under this Agreement.

8.7 Except with the prior written consent of BDO, the Supplier has no authority to incur expenditure in the name of or for the account of BDO. Where such consent has been given, the Supplier shall only have the authority to incur reasonable expenditure to an amount not exceeding that set out in the written consent and, in any event, BDO shall not be obliged to reimburse the Supplier without evidence of such expenditure.


9. Taxation

9.1 The Supplier warrants, represents and undertakes to BDO that:

9.1.1 it is not a vehicle for a self-employed individual for the purposes of IR35; and

9.1.2 BDO will not be liable for any income tax, national insurance contributions or pension contributions in respect of the Supplier (or, where applicable, any employee, contractor or agent of the Supplier).

9.2 The Supplier shall be fully responsible for and shall indemnify and hold harmless and keep BDO indemnified in full on demand against any claim by HM Revenue and Customs or any other authority in respect of any income tax or national insurance contributions arising from or payable in connection with the performance of this Agreement.


10. Intellectual property rights

10.1 Subject to clause 10.4, all Intellectual Property Rights in the Materials shall be vested in BDO.

10.2 The Supplier hereby irrevocably assigns to BDO (including by way of present assignment of present and future rights) with full title guarantee, absolutely and free from all encumbrances, all the Supplier's right, title and interest in and to any and all present and future Intellectual Property throughout the world for the full unexpired period of such rights and all renewals, reversions and extensions of such period as may be provided under any applicable law throughout the world in or relating to all Materials together with all accrued rights of action in respect of any infringement of such rights for the full term of such rights.

10.3 The Supplier agrees to waive any claim to moral rights conferred on the Supplier by the Copyright, Designs and Patents Act 1988 or any rights of a similar nature under laws now or in the future in force in any jurisdiction which the Supplier may have in and to any and all Materials, and to procure the waiver of the same by any third parties that have or may have such rights in and to any and all Materials.

10.4 To the extent that any of the Materials contain any materials owned or controlled by a third party, the Supplier shall:

10.4.1 disclose the existence of such materials to BDO prior to delivery of such Materials to BDO; and

10.4.2 in consultation with and subject to agreement from BDO obtain such licences, assignments or other consents as are required to permit the use of such third party materials by BDO.

10.5 The Supplier warrants, represents and undertakes that any Goods and/or Materials shall (so far as any Materials do not comprise or contain any materials owned or controlled by a third party as agreed with BDO pursuant to clause 10.4 or pre-existing material originating from BDO, its employees, agents or contractors) be original works of authorship and the use or possession of the Goods and/or the Materials by BDO will not subject BDO to any claim for infringement of any Intellectual Property Rights or other proprietary rights of any third party.

10.6 Without prejudice to clause10.3, the Supplier shall on request by BDO and at its expense, promptly deliver to BDO all copies of the Materials in its control or possession.


11. Confidentiality

11.1 Except as required by law, the Supplier shall keep in strict confidence all information which is by its nature confidential (including, without limitation, any designs, inventions, know-how, specifications, processes, initiatives, or any other information relating to business, technical, financial or other affairs) and/or is designated as confidential by BDO, concerning the business or products of BDO or any of its clients, suppliers or contacts which the Supplier may obtain, and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as strictly need to know the same for the purpose of discharging the Supplier's obligations to BDO and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier. Upon request from BDO or upon termination of this Agreement (whichever occurs first) Supplier shall, and shall procure that its employees, agents and sub-contractors shall, destroy or return (at BDO’s option) all such information received from BDO (or anyone acting on its behalf) in connection with this Agreement.

11.2 The Supplier shall not make any announcement or otherwise publicise the existence of or disclose to any person the terms of this Agreement without the prior written consent of BDO.


12. Indemnity

12.1 The Supplier shall indemnify and hold BDO harmless on demand against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by BDO as a result of or in connection with any act or omission of the Supplier in the performance of, arising out of, or consequent upon any breach of, this Agreement.

12.2 The Supplier shall provide all assistance reasonably requested by BDO for any claim made against or brought by BDO in relation to the Goods and/or Services (such assistance to be provided at the Supplier's expense).


13. Liability

13.1 Nothing in this Clause 13 shall limit BDO's liability for death or personal injury resulting from BDO's negligence or for fraud.

13.2 The aggregate liability of BDO in respect of any loss or damage suffered by the Supplier and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of the price/fee payable by BDO to the Supplier pursuant to this Agreement.

13.3 BDO shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

13.3.1 any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;

13.3.2 any loss of goodwill or reputation; or

13.3.3 any indirect or consequential losses suffered or incurred by the Supplier arising out of or in connection with any matter under this Agreement.

13.4 The Supplier acknowledges and agrees that the limitations contained in this Clause 13 are reasonable in all the circumstances and that it has taken independent legal advice.


14. Insurance

14.1 The Supplier shall at its own cost, maintain in force with a reputable insurer such insurance policies as are appropriate and adequate having regard to its obligations and liabilities under this Agreement.

14.2 The Supplier shall on written request of BDO from time to time provide BDO with a copy or reasonable details of the insurance policies in question.


15. Termination

15.1 Subject always to earlier termination pursuant to Clauses 15.3 or 15.4, BDO shall be entitled on, or at any point after, the end date (if any) set out in the Order to terminate this Agreement upon notice to the Supplier. Notice of such termination shall be effective immediately and may be communicated to the Supplier orally, in writing (by hand, post or facsimile), by email or by any other means of communication that BDO in its reasonable discretion deems appropriate.

15.2 Without affecting any other right or remedy available to it, BDO may terminate this Agreement on giving not less than one (1) months' notice to the Supplier.

15.3 BDO shall have the right at any time by giving notice in writing to the Supplier to terminate this Agreement forthwith and without further liability to the Supplier if:

15.3.1 the Supplier has commenced the provision of the Goods and/or the Services in accordance with Clause 2.2, but BDO has not yet signed the Agreement;

15.3.2 the Supplier commits a material or persistent breach of any of the terms and conditions of the Agreement;

15.3.3 any distress, execution or other process is levied upon any of the assets of the Supplier;

15.3.4 the Supplier enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Supplier's undertaking or assets;

15.3.5 the Supplier ceases or threatens to cease to carry on its business;

15.3.6 the financial position of the Supplier deteriorates to such an extent that in the opinion of BDO the capability of the Supplier to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

15.3.7 there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Tax Act 2010).

15.4 Without prejudice to Clause 15.1, BDO shall have the right to terminate this Agreement forthwith by giving notice in writing to the Supplier at any time prior to delivery of the Goods in accordance with Clause 4, in which case BDO shall reimburse such of the Supplier's expenditure which the Supplier demonstrates to the satisfaction of BDO it has reasonably, demonstrably and unavoidably incurred solely in connection with this Agreement prior to such termination. Such reimbursement obligation should apply only where this Agreement requires the Supplier to produce (and the Supplier has produced) Goods to the particular specification of BDO which cannot be supplied to another party. The Supplier shall in any event use best endeavours to mitigate its losses arising from any such termination.

15.5 The termination of this Agreement, however arising, will be without prejudice to the rights and duties of BDO accrued prior to termination.

15.6 On termination of this Agreement the Supplier shall promptly delete, destroy or deliver to BDO (at BDO's election) all confidential information, Materials and any other documents or information which may have been prepared by the Supplier (or any of Supplier's employees, agents or sub-contractors) or have come into their possession, custody or control in the course of or as a result of providing the Services.

15.7 Clauses 2.3, 3, 4, 5, 6, 9, 10, 11, 12, 13, 14, 16 and 18 and any other terms and conditions of this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.


16. Personal data

16.1 The Supplier and BDO each agree to comply with the Data Protection Act in relation to any personal data received by the other party.

16.2 Where the Supplier acts as a data processor on behalf of BDO, the Supplier shall only process personal data in accordance with BDO’s lawful instructions and will comply with obligations equivalent to those imposed by the seventh principle of the Data Protection Act. The Supplier shall not transfer BDO personal data outside the EEA without BDO’s prior written consent. The Supplier shall provide all assistance reasonably required by BDO in order for BDO to comply with obligations imposed on it by the Data Protection Act, including without limitation the provision of copies of any personal data held by the Supplier that is the subject of an access request by any data subject. The Supplier shall provide all information and assistance necessary for BDO (or its appointed agents) to audit compliance with Suppliers obligations in this clause 16.2.

16.3 The Supplier agrees that personal information relating to its directors, officers, employees or agents may be disclosed by BDO to third parties in connection with the performance of this Agreement or for marketing/PR purposes. The Supplier consents to the processing and disclosure of its personal data both inside and, where strictly necessary for BDO to take benefit of the Goods and/or Services, outside the European Economic Area.


17. Force Majeure

17.1 If either party is prevented from performance of any of its obligations under this Agreement by Force Majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall subject to service of such notice have no liability in respect of any delay in performance or any non-performance of any such obligation (and the time for performance shall be extended accordingly) to the extent that the delay or non-performance is due to Force Majeure.

17.2 If the Force Majeure prevails for a continuous period of more than one month, and without prejudice to the parties' rights under Clause15, the parties shall enter into good faith discussions with a view to alleviating the effects of the Force Majeure, or agreeing upon such other alternative arrangements as may be fair and reasonable. If the Force Majeure prevents, hinders or delays a party's performance of its obligations for a continuous period of more than 3 months, the other may terminate this Agreement immediately on written notice.


18. Notices

Any notice given under this Agreement shall be sent by prepaid recorded delivery or registered post to the relevant party at the address shown at the head of this Agreement and shall have been deemed to have been received by the addressee within 48 hours of posting.


19. General

19.1 In the event of any conflict between these Standard Terms and Conditions of Purchase and the Order, the terms of the Order shall prevail.

19.2 This Agreement is personal to the Supplier and the Supplier shall not be entitled to sell, assign, sub-contract or otherwise transfer this Agreement or any part of it without the prior written consent of BDO.

19.3 Except where BDO has contracted for itself and for the benefit of either BDO LLP or BDO Services Limited (as the context requires), or insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act to rely upon or enforce any terms of this Agreement. The consent of any third party that is granted rights under this Agreement is not required to vary or rescind it.

19.4 Save as expressly specified in writing, nothing in this Agreement is intended to or shall operate to create a relationship of employer and employee, a partnership or a joint venture of any kind between the parties, or to authorise the Supplier to act as agent for BDO, and the Supplier shall have no authority to act in the name or on behalf of or otherwise to bind BDO in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19.5 This Agreement supersedes any previous agreement between the parties and constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement.

19.6 This Agreement may not be varied without the prior written agreement of the authorised representatives of the parties.

19.7 Each right or remedy of BDO under this Agreement is without prejudice to any other right or remedy of BDO whether under this Agreement or not.

19.8 If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement shall continue in full force and effect.

19.9 Any failure or delay by BDO in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.

19.10 Any waiver by BDO of any breach of, or any default under, any provision of this Agreement by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

19.11 The Supplier shall on request by BDO execute or cause to be executed all documents and do or cause to be done all further acts and things that BDO may from time to time reasonably require in order to vest and secure to BDO (and its successors in title) the full benefit of the assets, rights and benefits to be transferred or granted to BDO under this Agreement and otherwise to give full effect to the terms of this Agreement.

19.12 The formation, existence, construction, performance, validity and all aspects of this Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.