Standard Terms and Conditions for Goods and Services

Definitions and interpretation

Hafod Standard Terms and Conditons for Goods and Services.  By accepting an Order the Supplier agrees that they have read, understood and accepts these Conditions.

1.1 In these Conditions the following definitions apply: 

Acceptance Conditions 

has the meaning given in clause 9.2; 

Affiliate 

any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; 

Applicable Law 

all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national; 

Auditor 

any agent or auditor appointed from time to time by Hafod; 

Bribery Laws 

the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption; 

Business Day 

a day other than a Saturday, Sunday or bank or public holiday in Wales; 

Conditions 

Hafod’s terms and conditions of purchase set out in this document; 

Confidential Information 

any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by Hafod in performing its obligations under, or otherwise pursuant to the Contract; 

Contract 

the agreement between the Supplier and Hafod for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work; 

Control 

the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly; 

Controller 

shall have the meaning given in applicable Data Protection Laws from time to time; 

Convictions 

means, other than in relation to minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding-over orders (including any spent convictions as contemplated by section 1(1) of the Rehabilitation of Offenders Act 1974 or any replacement or amendment to that Act); 

Data Protection Laws 

all Applicable Law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Deliverables, including: 

  1. the UK GDPR; 

  1. the Data Protection Act 2018; 

  1. any laws which implement any such laws; 

  1. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and 

  1. all guidance, guidelines and codes of practice issued by the Information Commissioner relating to such Data Protection Laws (in each case whether or not legally binding); 

Data Subject 

shall have the meaning given in applicable Data Protection Laws from time to time; 

Deliverables 

the Goods or Services or both as the case may be; 

Documentation 

any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables; 

Employment Liabilities  

means all claims, demands, penalties, actions, proceedings, damages, compensation, protective awards, court or tribunal orders or awards, fines, costs, expenses, notice pay, pension liabilities and all other losses and liabilities (including legal and other professional expenses on an indemnity basis); 

Force Majeure 

an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce;  

Future Supplier 

any third party provider of the Deliverables or part thereof appointed to replace in whole or part the Supplier of the Deliverables  as set out in the Order; 

Goods 

the goods and related accessories, spare parts and Documentation and other physical material set out in the Order to be supplied by the Supplier to Hafod in accordance with the Contract; 

Hafod  

Hafod Housing Association Limited registered as a community benefit society under the Co-operative and Community Benefit Societies Act 2014 with registered number IP18766R and as a Registered Social Landlord with the Social Housing Regulator (Wales) with registered number L034, VAT number:GB927274604, whose registered office is at St Hilary Court, Valegate Business Park, Copthorne Way, Cardiff,CF5 6ES; 

Information  

has the meaning given under section 84 of FOIA; 

Information Commissioner 

the Information Commissioner or any other regulator, authority or body responsible for administering Data Protection Laws; 

Intellectual Property Rights 

copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: 

  1. whether registered or not 

  1. including any applications to protect or register such rights 

  1. including all renewals and extensions of such rights or applications 

  1. whether vested, contingent or future 

  1. to which the relevant party is or may be entitled, and 

  1. in whichever part of the world existing; 

International Organisation 

shall have the meaning given in the applicable Data Protection Laws from time to time; 

Location 

the address or addresses for delivery of the Goods and performance of the Services as set out in the Order; 

Mandatory Policies:  

Hafod’s policies in force from time to time and available to the Supplier by contacting the Procurement Team; 

Modern Slavery Policy 

Hafod’s anti-slavery and human trafficking policy in force from time to time and available to the Supplier at modern-slavery-and-human-trafficking-statement-2023 (hafod.org.uk) 

MSA Offence 

has the meaning given in clause 14.1.1; 

Order 

Hafod’s order for the Deliverables as set out in Hafod’s purchase order form; 

Personal Data 

shall have the meaning given in applicable Data Protection Laws from time to time; 

Personal Data Breach 

shall have the meaning given in applicable Data Protection Laws from time to time; 

Price 

has the meaning given in clause 3.1; 

Processing 

has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly); 

Processor 

shall have the meaning given in applicable Data Protection Laws from time to time; 

Protected Data 

Personal Data received from or on behalf of Hafod, or otherwise obtained in connection with the performance of the Supplier’s obligations under the Contract; 

Relevant Transfer  

a relevant transfer for the purposes of TUPE; 

Services 

the services set out in the Order and to be supplied by the Supplier to Hafod in accordance with the Contract; 

Specification 

the description or Documentation provided for the Deliverables set out or referred to in the Contract; and 

Sub-Processor 

any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data; 

Supplier 

the named party in the Contract who has agreed to sell the Deliverables to Hafod and whose details are set out in the Order; 

Supplier Personnel 

all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;  

TUPE 

 

means the Transfer of Undertaking (Protection of Employment) Regulations 2006 (as in  force and/or amended from time to time);  

UK GDPR 

the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time); and 

VAT 

value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables. 

1.2 In these Conditions, unless the context otherwise requires: 

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any); 

1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions; 

1.2.3 a reference to a ‘party’ means either the Supplier or Hafod and includes that party’s personal representatives, successors and permitted assigns; 

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; 

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; 

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include the plural and vice versa; 

1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 

1.2.9 a reference to ‘writing’ or ‘written’ includes e-mail and any method of reproducing words in a legible and non-transitory form  

1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and 

1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation.