Terms and Conditions

In these Commercial Terms & Conditions (CTC) the following expressions have the meanings set out below:

Client:		The person who has engaged Artic for the execution of the Works.
CTC:		The terms and conditions set out in sections (1) to (25) below.
Confidential information:		Any information relating to Artic or the Client (or any associated business of either) relating to their business, commercial operations, intellectual property or other commercially sensitive information which is not already in the public domain.
Intellectual Property Rights:		All patents, know-how, copyrights, trade or service marks, design rights
Artic:		Artic Building Services Limited or any subsidiary or associated company which has issued the Order
Artic Contract Manager:		The person notified from time to time by Artic to the Sub-Contractor as the Artic representative managing the Works
Artic Job Report Sheet:		A document available on request which is to be completed following each visit in circumstances where the Sub-Contractor has not been issued with a Work Report Sheet
Order:		The order issued by Artic setting out the particulars of the Works required to be performed by the Sub-Contractor and all other terms specific to the Works, and includes all documents referred to therein.
Site:		The place or places where the Works are to be performed by the Sub-Contractor.
Sub-Contract:		The agreement between Artic and the Sub-Contractor, comprising these CTC and the Order.
Sub-Contractor:		The person to whom the Order is addressed
Working Day:		A day other than a Saturday or Sunday or public holiday in England and Wales, or where the Works are performed in Scotland, a public holiday in Scotland.
Works:		The works to be performed by the Sub-Contractor in accordance with the particulars set out in the Order (the term includes any Bespoke Works referred to in Clause 9 below).
Work Report Sheet:		A document which details the work to be carried out on each day a Sub-Contractor engineer is on Site which includes, but is not limited to, start time, completion time, Site name and address, areas of work, asset name / number, number of engineers on Site, test results (where applicable), parts used, engineers and Artic representative signature.

1. General

• 1.1  The headings to these CTC of this Sub-Contract are for convenience only and will not affect its construction or interpretation.
• 1.2  In these CTC:
  • 1.2.1  words denoting any one gender include all genders and vice versa, and references to the singular include the plural and vice versa;
  • 1.2.2  references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
  • 1.2.3  a reference to a clause is a reference to the clause or sub-clause in these CTC;
  • 1.2.4  reference to statutes or statutory provisions shall be construed to include references to those statutes or provisions as amended or re-enacted from time to time; and
  • 1.2.5  the following, or similar, words and phrases – ”other”, “including” and “in particular” – shall not limit the generality of any preceding words.
• 1.3  In the event of any conflict whatsoever between these CTC and any part(s) of the Order and associated documentation, the terms of these CTC shall prevail.
• 1.4  Following the issue of an Order the Sub-Contract shall be formed, and a binding contract shall exist to supply the Works, on the earlier of the Sub-Contractor indicating its acceptance of the Order (e.g. by a written or oral order confirmation) or commencing performance of the Order. For the avoidance of doubt unless otherwise agreed in writing Artic does business only on these CTC and any Sub-Contractor who makes offers to Artic or accepts offers made or orders placed by Artic (whether expressly or by performance) shall be deemed to accept these CTC to the exclusion of all others including the Sub-contractor’s own business terms

2.  Appointment

• 2.1  Subject to and in accordance with the terms of the Sub-Contract, Artic appoints the Sub-Contractor and the Sub-Contractor accepts the appointment as an independent contractor and agrees to provide the Works at the Site. Artic reserves the right to appoint other sub-contractors in respect of other and similar works
•  2.2  A Sub-contractor must not start or undertake any works on an Artic site without receipt of a formal Artic PO, with agreed costs detailed within.
•  2.3  If a Sub-contractor decides to start any works or variations to works without an Artic PO in advance, this is undertaken at their commercial risk and Artic will not accept any responsibility for subsequent loss of monies

3. Price & Payment

• 3.1  The total price to be paid for the Works shall be the sum stated on the Order. Unless otherwise stated in the Order, the price will be:
  • 3.1.1  a lump sum price for the entire works;
  • 3.1.2  fully fixed for the duration of the Sub-Contract;
  • 3.1.3  inclusive of all charges for packaging (and the return thereof), packing, shipping, carriage, insurance, delivery, off-loading to the Site, installation, testing and / or commissioning and any duties, imposts or levies other than Value Added Tax;
  • 3.1.4  subject only to adjustment in respect of changes to the Works in accordance with Clause 8;
  • 3.1.5  exclusive of any applicable Value Added Tax (which shall be paid by Artic subject to the receipt of a VAT invoice).
• 3.2  The Sub-Contractor is deemed to have considered the details of the Order and inspected the Site and to have satisfied itself regarding any circumstances, conditions, or restrictions which may affect the Works and failure to fully consider instructions or information in the Order or to inspect the Site or take due notice of prevailing conditions will in no way permit the Sub-Contractor to claim for any additional costs or expenses whatsoever.
• 3.3  The Sub-Contractor shall be entitled to invoice Artic on or after satisfactory completion of the whole of the Works. If the work has not been completed satisfactorily, any invoice raised in relation to that work will not be agreed and will not become due for payment until Artic confirm otherwise in writing.
• 3.4  Following the completion of the Works, the Sub-Contractor must issue the Works Reports Sheet (s) which is / are to be signed by and left with the Artic representative on Site. In the event that the Sub-Contractor does not have an approved Works Report Sheet, it shall ensure its representative completes an Artic Job Report Sheet which is available on request. In the event that the Artic representative is not available on Site, the completed sheet is to be forwarded to the relevant Artic office marked for the attention of the Artic Contract Manager, within seven days of the completion of the Works. Tests / conformity certificates and any other documentation, including but not limited to Operating and Maintenance Manuals, are to be sent under separate cover to the relevant Artic office marked for the attention of the relevant Artic Contract Manager.
• 3.5  All invoices must be accompanied by full substantiating documentation including, but not limited to, signed engineers report sheets, maintenance check sheets, any documentation required in accordance with Clause 3.4 and any other documentation necessary to satisfy Artic that the work invoiced has been carried out in accordance with the Sub-Contract.
• 3.6  Each invoice issued under the Sub-Contract must be supplied in the format required by Artic and will in all cases contain the following information:
  • 3.6.1  the Purchase Order number; and
  • 3.6.2  the address of the Site to which the Works relate;
• 3.7  Invoices must be presented to Artic within 30 days of the Works being carried out. Any invoice received after 90 days of the Works being carried out,  or in accordance with any retention completion date/mechanism, will not be accepted by Artic.
• 3.8  Unless otherwise agreed in a signed side-letter to these CTC, Artic shall pay correctly submitted invoices within 60 days of the end of the month that the invoice was issued, or, if later, 60 days after the end of the month in which the invoice is agreed to be correct.
• 3.9  Artic shall be entitled to set off against the price any sums owed to Artic by the Sub-Contractor whether under the Sub-Contract or any other contract, order or arrangement between the parties, or otherwise owed as an outstanding debt to Artic.

4.  The Sub-Contractor’s General Obligations

• 4.1  The Sub-Contractor will provide the Works:
  • 4.1.1  with reasonable skill, care and diligence (appropriate to the experience, capability and qualifications of the Sub-Contractor);
  • 4.1.2  in accordance with the Order and other terms of the Sub-Contract;
  • 4.1.3  in accordance with the instructions issued by Artic; and
  • 4.1.4  in a timely and professional manner.
• 4.2  The Sub-Contractor shall use reasonable skill, care and diligence to ensure compliance with:
  • 4.2.1  All applicable laws and regulations, consents, Site rules, safety and security procedures notified by Artic or the Client and all health, safety and hygiene regulations required by law, or which otherwise form an industry standard (including, but not limited to, any applicable safety guidance and recommendation approved or published by the Health and Safety Executive (or any successor body));
  • 4.2.2  Any manufacturer’s guarantees and recommendations.
• 4.3  The Sub-Contractor shall ensure that its employees, agents and contractors are fully aware of all matters referred to in Clause 4.2 and shall procure compliance by its employees, agents and contractors with such rules, procedures and requirements.
• 4.4  Without prejudice to the generality of Clause 4.2, the Sub-Contractor shall ensure that it holds and that all of its employees, agents and contractors hold all relevant licences, permits and authorisations to allow the lawful performance of the Works at all times.
• 4.5  The Sub-Contractor shall cause the minimum level of disruption reasonably possible in performing the Works and shall keep Artic informed in good time of any significant disruption that may arise.
• 4.6  The Sub-Contractor shall have access only to such parts of the Site as are reasonably necessary for the purpose of providing the Works and shall ensure that its employees, agents and contractors do not enter other parts of the Site

5. Commencement

• 5.1  The Sub-Contractor shall proceed regularly and diligently with the Works in accordance with the Sub-Contract so that the Works are completed by the completion date stated on the Order or, if no date is stated, by the date agreed with Artic’s Contract Manager or within a reasonable period whichever is the earlier. The Sub-Contractor will maintain full co-operation with Artic and other sub-contractors during the execution of the Works. In the event of extra expenses being caused by the failure of the Sub-Contractor to programme its work so that it fully integrates with Artic and the other sub-contractors, the Sub-Contractor will be liable for any additional costs incurred

6. Non-performance of the Works

• 6.1  As soon as it becomes apparent to the Sub-Contractor that the commencement, progress or completion of the Works is, or is likely to be delayed, the Sub-Contractor shall give notice to Artic of the cause or causes of the delay and the anticipated effect and length of the delay, together with an estimate of the expected delay, if any, in the completion of the Works.
• 6.2  Without affecting any other rights or remedies of Artic, if the Sub-Contractor fails to provide the Works in accordance with the Sub-Contract, Artic shall be entitled to:
  • 6.2.1  make such abatements from any sums due to the Sub-Contractor under this Sub-Contract as may reflect the level of any penalties, liquidated damages or other sums imposed on Artic by the Client as a result of any failure to perform by the Sub-Contractor or may reflect the reduced value of the Works provided by the Sub-Contractor; and/or
  • 6.2.2  require the Sub-Contractor to re-perform or make all necessary corrections to the Works immediately, at the Sub-Contractor’s cost
• 6.3  All timescales and dates in a Sub-Contract must be met by the Sub-Contractor. Any failure to meet such timescales and dates shall be treated as a breach which cannot be remedied and shall entitle Artic to terminate the Sub-Contract without affecting any other of Artic’s rights or remedies

7. Equipment, Facilities and Resources

• 7.1  The Sub-Contractor shall, at his own expense, provide all the Sub-Contractor’s equipment necessary for the proper execution of the Works and shall keep the Sub-Contractor’s equipment in good repair and safe condition. Artic shall not be required to provide any facilities, services, materials, equipment, tools or any other matter for the performance of the Works unless specifically set out in the Order.
• 7.2  The Sub-Contractor shall provide all resources necessary (at the Sub-Contractor’s expense) to execute and complete the Works in accordance with any stipulated programme. Furthermore, the Sub-Contractor will comply with any requests from Artic to record and demonstrate the progress of the Works to allow Artic to continuously compare actual performance with the progress required to complete the programme in accordance with any stipulated programme. The resources necessary to meet this requirement may include attending regular progress meetings and / or completion of a detailed Site log, the format of which is to be determined by Artic.
• 7.3  Artic may, at any time, upon giving reasonable notice, examine and copy those of the Sub-Contractor’s books, records and accounts which relate to the provision of the Works.
• 7.4  The Sub-Contractor shall, following receipt of reasonable notice from Artic, allow, during normal business hours (being 8am until 5pm on a Business Day) employees and / or other representatives of Artic and / or the Client to have access to anywhere reasonably necessary (including areas of work, manufacturing places, vehicles and offices) for any purpose reasonably associated with the Sub-Contract, including assessing the Sub-Contractor’s quality assurance procedures and auditing the compliance of the Sub-Contractor with the requirements of the Sub-Contract.
• 7.5  Representatives of Artic and / or the Client may undertake unannounced inspections of Works being performed and interview the Sub-Contractor’s employees, agents and contractors on Site in order to monitor the Works.
• 7.6  The parties shall throughout the performance of the Works meet with such frequency as is specified in the Sub-Contract or as may be reasonably required by Artic, in order to: monitor the progress of the Works; agree the effect of variations; or deal with any other matters whatsoever arising under or in connection with the Sub-Contract

8. Changes to the Works

• 8.1  No changes, variations, or extra services or work or supply of goods of any kind are to be carried out without prior written instructions from Artic.
• 8.2  Artic may request an addition to or omission from or other change in relation to the Works and the manner of their performance by issuing a written notice to the Sub-Contractor.
• 8.3  Within five working days of receipt of such a written notice, the Sub-Contractor shall provide Artic with:
  • 8.3.1  a reasonable estimate of the increase or reduction in the price stated in the Order, together with a reasonably detailed breakdown of the manner in which such estimate was calculated; and
  • 8.3.2  if such change cannot be reasonably be implemented immediately, the time reasonably required to implement such change.
• 8.4  The Sub-Contractor shall promptly provide to Artic all additional information that Artic may request, including further estimates in respect of the matters set out in Clauses 8.3.1 and 8.3.2, to assist Artic in evaluating the benefit of any proposed change.
• 8.5  If Artic wishes to proceed with the proposed change, Artic will issue written confirmation by a manager of Artic that the change is to be implemented. The Sub-Contractor shall then implement the proposed change and the price stated in the Order shall be adjusted in accordance with the agreed amount

9. Intellectual Property Rights (“IPR”)

• 9.1  All IPR in or arising out of any goods, materials, designs, drawing and specifications provided by Artic in connection with the Sub-Contract shall remain at all times vested in, and the property of, Artic. Where designs, products, or any developments are specifically produced or developed by the Sub-Contractor for Artic (“Bespoke Works”) in connection with this Sub-Contract, all IPR in such Bespoke Works shall be the exclusive property of Artic upon satisfactory completion of the Bespoke Works.
• 9.2  The Sub-Contractor hereby assigns (or shall procure the assignment) to Artic absolutely, with full title guarantee, all rights, title and interest in any present and future IPR in or arising out of any Bespoke Works for the full term of such rights and renewals and extensions, together with all rights of action and remedies in relation to infringements thereto and hereby waives or shall procure a waiver of all moral rights in such Bespoke Works. At the request of and at no additional cost to Artic, the Sub-Contractor shall promptly do all such things and sign all documents or instruments necessary to vest all IPR in or arising out of any Bespoke Works in Artic.
• 9.3  The Sub-Contractor shall indemnify and keep indemnified Artic and its directors, officers, employees and agents from and against any and all damages (including legal fees and expenses) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Bespoke Works by Artic or the Client infringes the confidentiality or other IPR of said third party.
• 9.4  The parties agree that the Bespoke Works (and all other things in which Artic holds the IPR pursuant to Clause 9.1):
  • 9.4.1  May only be used by the Sub-Contractor as necessary to perform the Sub-Contract; and
  • 9.4.2  Shall not be made available to any third party without Artic’s prior written consent

10. Confidentiality

• 10.1  The Sub-Contractor shall not during or after termination of this Sub-Contract use (other than in the performance of this Sub-Contract) or disclose to any other person any Confidential Information relating to Artic or the Client, except that any obligations contained in this Clause shall not prevent any disclosure of:
  • 10.1.1  Confidential Information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange or disclosure to a party’s professional advisers acting in their capacity as such; or
  • 10.1.2  Artic’s Confidential Information where the Sub-Contractor has obtained prior written consent of Artic to such disclosure.
• 10.2  The Sub-Contractor acknowledges the importance of protecting the confidentiality of Artic’s and the Client’s Confidential Information and shall ensure that all its employees, agents and contractors are aware of this and shall procure that they comply with confidentiality obligations equivalent to those of the Sub-Contractor in this Sub-Contract. The Sub-Contractor shall, if requested by Artic, require all of its relevant employees, agents and contractors to enter into specific confidentiality agreements (which may be directly with Artic, if so requested) protecting the Confidential Information of Artic and the Client, in terms approved by Artic and, where the Sub-Contractor is party to such agreements, shall take all steps necessary to enforce such agreements.
• 10.3  The Sub-Contractor shall not publicise or disclose the existence or content of the Sub-Contract, its relationship with Artic, or Artic’s relationship with the Client, without the prior written agreement of Artic.
• 10.4  The Sub-Contractor shall not, without the prior written approval of Artic, take or authorise the taking of any photographs for use in publicity or advertising, or publish alone or in conjunction with any other person or article, photographs or other illustrations relating to the Works, the Client, or the Site, nor shall it impart to any publication, journal or newspaper or radio or television programme any information relating to the Sub-Contract.
• 10.5  The Confidential Information of Artic shall include all know-how, patents, copyrights, design rights and any other IPR arising from the execution of the Sub-Contract.
• 10.6  Any Confidential Information shall be returned to Artic or deleted by the Sub-Contractor at the request of Artic

11. Non-Solicitation

• 11.1  In order to protect the value of Artic’s client contacts, the Sub-Contractor undertakes, in relation to any works similar to or connected to the Works, during the term of this Sub-Contract and for twelve months thereafter not to directly or indirectly (including through any associated companies or other associated individuals) solicit orders from, supply, quote, tender or carry out any works whatsoever for the Client.
• 11.2  Should the client approach the Sub-Contractor direct, the Sub-Contractor will decline to accept any such approach and shall refer the Client to Artic. If the Client will only deal with the Sub-Contractor, the Sub-Contractor shall pay to Artic a commission of an amount equal to the amount Artic would have earned on the transaction had the supply been made through Artic

12. Liability, Insurance, and Indemnity

• 12.1  The Sub-Contractor shall be liable for and shall indemnify and keep indemnified Artic and its directors, officers, employees and agents from and against any and all claims, demands, proceedings, damages, losses, liabilities, costs, charges and expenses (including professional fees on a full indemnity basis) of whatever nature which are being brought against or incurred or suffered by Artic arising out of or in connection with activities of the Sub-Contractor, its employees, directors, officers, contractors or agents in relation to the Sub-Contract, including but not limited to claims for: (i) death or personal injury; (ii) loss of or damage to property; (iii) any economic loss, loss of profit, revenue, anticipated savings, data, use, contract, goodwill, opportunities or business; and (iv) any indirect or consequential loss or damage, in each case whether suffered by Artic, the Client or any other third party.
• 12.2  Subject to Clause 12.4 Artic shall not be liable to the Sub-Contractor, or to any of the Sub-Contractor’s employees, agents or contractors, for any damages and / or compensation in respect of claims for personal injury or death suffered by any of the Sub-Contractor’s employees or other staff. Subject to Clause 12.3, the Sub-Contractor shall indemnify and keep indemnified Artic and its directors, officers, employees and agents from and against all claims, demands, proceedings, damages, losses, liabilities, costs, charges, expenses (including professional fees on a full indemnity basis) of whatever nature are brought against or incurred or suffered by Artic in connection with such claims.
• 12.3  The indemnities in Clauses 12.1 and 12.2 shall not apply to any damages, losses, liabilities, costs and expenses:
  • 12.3.1  to the extent caused by the negligence or wilful omission of Artic; and
  • 12.3.2  to the extent caused by any breach or non-performance by Artic of this Sub-Contract.
• 12.4  Nothing in this Sub-Contract shall exclude or restrict the liability of either party to the extent prohibited by law and in particular nothing in this Sub-Contract shall limit or exclude liability for death or personal injury caused by negligence to the extent prohibited by the Unfair Contract Terms Act 1977, or for fraudulent misrepresentation or other fraud.
• 12.5  The Sub-Contractor shall take out and keep in force suitable Employers Liability, Contract Works, Public and Products Liability insurance and other insurance that may be required against its liabilities under the Sub-Contract and shall demonstrate the same to Artic at all reasonable times. The amount for each type of insurance shall be no less than £5,000,000 unless Artic agrees in writing to a lower figure. Where the Works involve design, then the Sub-Contractor shall also take out and keep in force Professional Indemnity insurance for an amount of no less than £5,000,000.
• 12.6  The Sub-Contractor must, prior to commencing the Works, ensure that the current copies of his insurance Certificates(s) and CIS Tax Exemption Certificate are held by Artic

13. Goods and Materials supplied by the Sub-Contractor

• 13.1  All goods and / or materials supplied as part of the Works shall be as specified in, and comply with the requirements of the Order. Where standards of quality are not specified for the goods and / or materials in the Order, such goods and / or materials shall be of the best available quality suitable for the purposes for which they are intended and shall comply with the latest British Standards (where appropriate).
• 13.2  The Sub-Contractor shall ensure that the benefit of any warranty, guarantee or other protections provided by the manufacturer or other supplier of the goods and / or materials supplied as part of the Works shall extend to Artic and the Client, or shall be capable of transfer to Artic or the Client.

14. Ownership, Title and Risk

• 14.1  Ownership and title in all products, goods and Works supplied under the Sub-Contract shall pass to Artic on the earlier of delivery or payment. Risk of loss of or damage to any such items shall remain with the Sub-Contractor until the products or goods are in the physical possession of Artic.
• 14.2  Ownership and title in items issued to the Sub-Contractor on a “free issue” basis by Artic shall remain with Artic at all times. Risk of loss of or damage to any such items shall pass to the Sub-Contractor on delivery and shall remain at the Sub-Contractor’s risk until returned to the physical possession of Artic

15. Site Attendance

• 15.1  If the Sub-Contractor is required to attend the Site for any activity whatsoever, it is a condition of the Sub-Contract that it and all of its employees, agents and contractors have read, understood and fully comply with the Artic Health and Safety rules for Contractors (which is available on request) prior to and during the execution of any work on Site.
• 15.2  The Sub-Contractor is responsible for arranging access to the Site. This must be arranged by the Sub-Contractor through an Artic representative at least 48 hours prior to a visit. Artic will not be held responsible for any costs incurred by the Sub-Contractor for failure to arrange access. Artic cannot guarantee that car parking is available on Site and no additional costs will be accepted in respect of car parking and / or any other travel related costs

16. Supervision

• 16.1  At all times during the carrying out of the Works the Sub-Contractor shall provide all necessary supervision to ensure the proper execution of the Works and shall have a competent person in charge on the Site who shall be authorised to accept instructions and directions on behalf of the Sub-Contractor.
• 16.2  The Sub-Contractor shall provide such evidence as Artic may reasonably require relating to the suitability and competence of any person employed by the Sub-Contractor in the performance of the Works. Artic shall have the right to require the Sub-Contractor to provide a competent substitute for any person so employed who in Artic’s opinion is nor competent, negligent or unsuitable for any other reason. For the avoidance of doubt, should the Sub-Contractor be unable to satisfy Artic in their reasonable opinion that any person is suitable, then Artic will have no alternative but to refuse entry and / or commencement of the Works and / or cease the progress of the Works. In these circumstances, Artic shall not be responsible for any abortive or additional costs the Sub-Contractor may incur as a result. Furthermore, should Artic incur any costs, either itself of from third parties (including the Client), then such costs will be deducted from the Sub-Contractor in accordance with Clause 3.10

17. Termination

• 17.1  The Sub-Contractor’s engagement under this Sub-Contract may be terminated by Artic in the following circumstances:
  • 17.1.1  Upon giving the Sub-Contractor written notice at any time;
  • 17.1.2  By written notice with immediate effect if the Sub-Contractor has any corporate action, application, order, proceeding, or appointment or other step taken or made by or in respect of any composition or arrangement with creditors generally, winding-up other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid in full within three Working Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the Sub-Contractor is incorporated, resident or carries on business;
  • 17.1.3  By written notice with immediate notice if the Sub-Contractor is in breach of any obligations under this Sub-Contract and, if the breach is capable of remedy, the Sub-Contractor has failed to remedy such breach within 10 Working Days of receipt of a request to do so.
• 17.2  Notwithstanding any other provision of this Sub-Contract, in the event of any termination of this Sub-Contract for any default of the Sub-Contractor including (without limitation) pursuant to Clause 17.1.2 or 17.1.3, Artic reserves the right to withhold or suspend payment to the Sub-Contractor until such time as Artic has assessed (i) the additional cost to Artic of completing the Services (or arranging for a third party to complete the Services), (ii) any other costs and liabilities incurred by Artic in connection with the termination, (iii) the quality and value of the work carried out by the Sub-Contractor up to the date of termination in connection with the Sub-Contract and (iv) any other issues that Artic considers require Artic’s assessment in connection with the Services and / or this Sub-Contract. In accordance with Clause 3.10 Artic shall be entitled to set off against any sums that are due to the Sub-Contractor any amounts calculated in accordance with this Clause 17.2 and any other amounts owed to Artic by the Sub-Contractor whether under the Sub-Contract or any other contract or order or arrangement between the parties.
• 17.3  Artic shall not be liable to the Sub-Contractor for any loss of or damage to profit, revenue, anticipated savings, wasted costs, contract, goodwill, opportunities or business or any indirect or consequential loss or damage in the event that Artic terminates the Sub-Contract in accordance with this Clause 17.
• 17.4  Termination, howsoever, caused shall not affect:
  • 17.4.1  any right or liabilities which have accrued prior to the time of termination;
  • 17.4.2  the continuance in force of any provision of this Sub-Contract which expressly or by implication is intended to come into or continue in force after the termination (including, but not limited to, Clause 4 (The Sub-Contractor’s General Obligations), Clause 9 (Intellectual Property Rights), clause 10 (Confidentiality), Clause 12 (Liability, Insurance and Indemnity), Clause 13 (Goods and Materials supplied by the Sub-Contractor), Clause 17.2 (Termination), Clause 17.3 (Termination), Clause 17.4 (Termination), Clause 18 (Consequences of Termination), Clause 21 (Third Party Rights), Clause 23 (Severability) and Clause 25 (Applicable Law)

18. Consequences of Termination

• 18.1  On termination of the engagement of the Sub-Contractor for any reason, the Sub-Contractor shall, where applicable, take immediate steps to bring to an end its performance of the Works in an orderly manner but with all reasonable speed and economy and shall forthwith vacate the Site. In addition the Sub-Contractor shall deliver to Artic all Confidential Information of Artic and the Client and correspondence and documentation (including but not limited to engineers reports and test certificates) relating to the Works.
• 18.2  Without affecting any other right or remedy of Artic, if the Sub-Contract is terminated pursuant to Clause 17.1.2 or 17.1.3 the Sub-Contractor shall be liable for and shall pay to Artic the amount of any loss, damage, or expense caused to Artic as a result of such termination and Artic shall not be required to make any further payments to the Sub-Contractor until Artic has completed the Works on behalf of the Sub-Contractor and / or the extent of the costs incurred by Artic arising from the termination have been established

19. Step-in

• 19.1  Artic at its sole discretion may, in lieu of giving notice of termination under Clause 17.1.3 by written notice to the Sub-Contractor, remove from the scope of the Sub-Contractor any portion or portions of the Works and may elect to either step-in itself or appoint third parties to complete and maintain such portion(s). In such event Artic may recover the reasonable costs associated with the step-in or appointment under this Clause 19 from monies otherwise due or becoming due to the Sub-Contractor, or otherwise recovered as an outstanding debt to Artic. The Sub-Contractor shall have no right or claim against Artic in respect of this Clause

20. Bribery & Anti-Corruption

• 20.1  the Sub-Contractor warrants that it, and all its employees, agents and contractors, comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
• 20.2  will promptly notify Artic of any request or demand for any undue financial or other advantage of any kind in connection with the performance of the Works

21. Third Party Rights

• 21.1  No person who is not a party to the Sub-Contract shall have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the said Sub-Contract

22. Assignment and Sub-Contracting

• 22.1  Artic may at any time assign, transfer, charge or deal in any other manner with any of its rights or obligations under the Sub-Contract.
• 22.2  The Sub-Contractor shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Sub-Contract, nor purport to do so.
• 22.3  The Sub-Contractor shall not sub-contract, sub-let or otherwise delegate the performance of the Works without the prior written consent of Artic. Such consent, if given, shall in no way relieve the Sub-Contractor of its responsibilities under the Sub-Contract

23. Severability

• 23.1  If any one or more provisions of the Sub-Contract shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not as a result be affected or impaired. However, if any provisions shall be adjudged to be void or ineffective but would be adjudged to be valid and effective if part of the wording were deleted or the scope or periods reduced, they shall apply with such modifications as may be necessary to make them valid and effective while adhering as closely as possible to the original intent, period and scope of the provisions and the parties hereby undertake to make such modifications

24. Disputes

• 24.1  In the event of any dispute arising out of, or in connection, with the Sub-Contract the following procedures shall apply:
  • 24.1.1  in the first instance the matter shall be referred to the Artic Business Unit Manager and the Sub-Contractor’s representative of equivalent status who shall use their reasonable endeavours to resolve such dispute promptly by negotiation;
  • 24.1.2  in the event that the dispute is not resolved in accordance with Clause 24.1.1 within ten Working Days the dispute shall be referred to the Managing Directors of each party;
  • 24.1.3  Failing any agreement having been reached within a further period of ten Working Days the dispute shall be submitted to the Courts of England and Wales in accordance with Clause 25

25. Applicable Law

• 25.1  The Sub-Contract and any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales for the determination of all disputes or claims (including non-contractual disputes or claims) which may arise out of or in connection with the Sub-Contract.

26. GDPR

• Please refer to our website (www.articbuildingservices.com) for our relevant policy and privacy notices detailing the categories of information we hold that are required to enter into a subcontract/supplier contract.  If you have any issues with our GDPR protocols please contact us.