Skip to content
Sign in

Terms and conditions

Conditions of Purchase of Goods and Services

  1. Interpretation

    1.1. In these Conditions the following words shall have the following meanings:
    • "Associated Company" any company which from time to time is in relation to Capital One its parent undertaking or its subsidiary undertaking or a subsidiary undertaking of its parent undertaking or any other person controlled by it or under the same control, direct or indirect, and "parent undertaking" and "subsidiary undertaking" shall have the meanings given to them in Section 1162 of the Companies Act 2006;
    • "Capital One" Capital One (Europe) plc, whose registered office is Trent House, Station Street, Nottingham, NG2 3HX (company number 3879023) or such other company as may be specified on the Purchase Order;
    • "Capital One Data" all information entered in or otherwise transferred to software or equipment by or on behalf of Capital One and information derived from such information including as stored in or processed through the equipment or software;
    • "Capital One Materials" materials, equipment, tools, drawings, Specifications and data, including Capital One Personal Data, as may be supplied by Capital One to the Supplier;
    • "Capital One Personal Data" all Personal Data of Capital One;
    • "Conditions" these terms and conditions, and any Special Conditions;
    • "Contract" the contract between Capital One and the Supplier for the sale and purchase of the Goods and/or the provision of the Services in accordance with these Conditions, comprising these Conditions, the Special Conditions, the Specification, the Purchase Order and any other documentation referred to in the Purchase Order;
    • "Data Controller" has the meaning set out in the DP Legislation;
    • "Data Processor" has the meaning set out in the DP Legislation;
    • "Data Subject" has the meaning set out in the Data Protection Legislation;
    • "DP Legislation" all applicable legislation concerning the protection of individuals with regard to the processing of Personal Data and the free movement of such data including the Data Protection Act 2018, Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation, any regulations, acts or directives made under such legislation or any amendment, re-enactment or extension of such legislation from time to time and any relevant codes of practice and guidance notes issued from time to time in respect of such legislation, including those issued by the Information Commissioner (or its successor);
    • "General Data Protection Regulation" means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data;
    • "Goods" any goods which Capital One is to purchase from the Supplier under these Conditions (including any of them or any part of them);
    • "IPR" any and all patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
    • "Personal Data" personal data as defined in DP Legislation;
    • "Personal Data Breach" shall have the meaning attributed in Article 4(12) of the General Data Protection Regulation;
    • "Purchase Order" any purchase order issued by Capital One for Goods and/or Services, incorporating these Conditions;
    • "Services" any services which Capital One is to purchase from the Supplier under these Conditions (including any of them or any part of them);
    • "Special Conditions" any special terms and conditions applicable to the Contract identified as being special conditions and appearing on the face of the Purchase Order or appearing as a schedule to these Conditions;
    • "Specification" any specification of Capital One applicable to the Goods and/or the Services set out or referred to on the face of the Purchase Order or appearing as a schedule to these Conditions or subsequently supplied or advised by Capital One;
    • "Supplier" the person, firm or company who accepts Capital One's Purchase Order.
    • 1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation. References in these Conditions to "include" and "including" are to be construed without limitation.

  2. Formation and Incorporation

    • 2.1. These Conditions together with any written agreement signed by both parties in relation to the Goods and/or Services to be provided under these Conditions, are the only conditions upon which Capital One is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions. In the event that there is a conflict between any of these Conditions and any such signed agreement between the parties, then the signed agreement shall take precedence. No terms and/or conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of Purchase Order, specification or similar document or otherwise submitted by the Supplier will form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and/or conditions. Any reference below or overleaf to such documents will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such documents will have effect to the exclusion or amendment of the Contract terms.
    • 2.2. Each Purchase Order shall be deemed to be an offer by Capital One to purchase Goods and/or Services subject to these Conditions and no Contract shall be formed until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Purchase Order, in whole or in part, accepts the offer.
    • 2.3. Any variation to the Purchase Order or these Conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of Capital One.
    • 2.4. Capital One may at any time make changes in writing relating to the Contract including changes to any applicable Specifications, the method of shipment, quantities, packing or time or place of delivery or performance. If such changes result in an increasing cost of, or time required for, the performance of the Contract an equitable adjustment shall be made to the price, timetable for delivery or performance or both. Any adjustment by the Supplier must be approved by Capital One in writing before the Supplier proceeds with such changes.
    • 2.5. The Supplier acknowledges and agrees that, although the Contract is entered into between Capital One and the Supplier, Capital One may require the Supplier to perform the Services under the Contract for Capital One or its Associated Companies. Accordingly, Capital One may perform any of its obligations and may exercise any of its rights under the Contract either itself or through an Associated Company. The Supplier acknowledges that the measure of the loss or damage sustained by Capital One in consequence of any failure by the Supplier to comply with its obligations under the Contract will thus include the loss or damage suffered by any such Associated Company and that this will be recoverable from the Supplier.
    • 2.6. Associated Companies shall be entitled to benefit from and enforce all or any of the provisions of this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, in the event that Capital One and the Supplier agree to rescind, vary or terminate this Contract for any reason the consent of any Associated Company shall not be required. Subject to the above, no person who is not a party to this Contract shall have the right to enforce any term of this Contract.

  3. Supply of Goods

    If Goods are ordered under this Contract then:

    • 3.1. The quantity, quality and description of the Goods shall, subject to these Conditions, correspond to any description specified in the Purchase Order and/or to any applicable Specification.
    • 3.2. The Supplier shall comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, supply, labelling, packaging, packing, storage, handling and delivery of the Goods.
    • 3.3. Capital One shall have the right to inspect and test the Goods prior to delivery. The Supplier shall provide Capital One with all facilities reasonably required for such inspection and testing either at the Supplier's or any third party premises.
    • 3.4. If as the result of such inspection or testing Capital One is not satisfied that the Goods will comply in all respects with the Contract and Capital One so informs the Supplier within 30 days of inspection or testing, the Supplier shall immediately take all steps necessary to ensure compliance.
    • 3.5. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and/or Services, and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Contract.

  4. Delivery of Goods

    • 4.1. The Supplier shall mark the Goods in accordance with Capital One's instructions and any applicable regulations or requirements of the carrier and shall ensure that the Goods are properly packed and stored so as to reach their destination in an undamaged condition.
    • 4.2. The Supplier shall deliver the Goods to Capital One's place of business or any other place stated in the Purchase Order during Capital One's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by Capital One, whereupon delivery will be complete.
    • 4.3. The Goods shall be delivered on the date or within the period specified in the Purchase Order, or if no such period is specified then within 28 days of the date of the Purchase Order.
    • 4.4. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which is prominently displayed and which shows, among other things, the Purchase Order number, date of Purchase Order, Deliver to Name, Department, Cube Reference, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
    • 4.5. Time for delivery and performance shall be of the essence of the Contract.
    • 4.6. Capital One reserves the right to mark the Goods immediately on delivery. This is undertaken for the purposes of security and Capital One shall not be deemed to have accepted the Goods by reason of this nor will the Supplier be entitled to raise an objection on this ground to any subsequent rejection of the Goods.
    • 4.7. The Supplier shall supply Capital One on delivery of Goods with all operating and safety instructions and other information as may be necessary for their proper use, maintenance and repair for Capital One to accept delivery of the Goods.
    • 4.8. Unless Capital One expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned, if required, at the Supplier's risk and expense.
    • 4.9. Where the Goods are to be delivered by instalments, the Contract will be treated as a single contract and not as severable.
    • 4.10. If the Goods delivered to Capital One exceed the quantities ordered by Capital One, Capital One shall not be bound to pay for the excess, and any excess Goods will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. Title and risk in the Goods shall pass to Capital One on completion of delivery, unless payment for the Goods is made prior to delivery, in which case title shall pass to Capital One when payment is made.

  5. Supply of Services

    If Services are ordered under this Contract then:

    • 5.1. The Supplier shall for the duration of the Contract provide the Services to Capital One in accordance with the terms of the Contract.
    • 5.2. The Supplier shall meet any performance dates for the Services specified in the Contract or notified to the Supplier by Capital One and time is of the essence in relation to any of those performance dates.
    • 5.3. In providing the Services, the Supplier shall:
    • 5.3.1. co-operate with Capital One in all matters relating to the Services, and comply with all instructions of Capital One;
    • 5.3.2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
    • 5.3.3. 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 Contract;
    • 5.3.4. ensure that the Services will conform with all descriptions and specifications in the Contract and that any goods and materials supplied in connection with the Services shall be fit for any purpose expressly or impliedly made known to the Supplier by Capital One;
    • 5.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
    • 5.3.6. use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied with or used in the Services or transferred to Capital One, will be free from defects in workmanship, installation and design;
    • 5.3.7. obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
    • 5.3.8. observe all health and safety rules and regulations and any other security requirements that apply at any of Capital One's premises;
    • 5.3.9. hold all Capital One Materials in safe custody at its own risk, maintain the Capital One Materials in good condition at such locations as specified in Schedule 1 or as otherwise are approved in advance in writing by Capital One. Title in the Capital One Materials shall remain with Capital One at all times. Capital One Materials shall be returned to Capital One on request, and the Supplier shall not dispose of, or use the Capital One Materials other than in accordance with Capital One's written instructions or authorisation;
    • 5.3.10. not do or omit to do anything which may cause Capital One to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Capital One may rely or act on the Services.

  6. Employees

    • 6.1. The Supplier shall not without the prior consent of Capital One allow any person on to any of Capital One's sites other than those persons directly engaged in performing the Services.
    • 6.2. If Capital One shall at any time be dissatisfied for any reason with the performance or behaviour of any person engaged in performing the Services on any of Capital One's sites, Capital One shall have the right immediately to remove such person from Capital One's site without liability to the Supplier and without prejudice to the Supplier's obligations under the Contract. The Supplier shall within 24 hours provide a substitute person satisfactory to Capital One at no additional cost to Capital One.

  7. Price

    • 7.1. The price payable for the Goods and/or Services shall be that stated in the Purchase Order and unless otherwise stated shall be:
    • 7.1.1. exclusive of any applicable value added tax ("VAT") (which shall be payable by Capital One subject to receipt of a valid VAT invoice); and
    • 7.1.2. inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts, levies or taxes other than VAT.
    • 7.2. No variation in the price nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of Capital One.

  8. Payment

    • 8.1. The Supplier shall be entitled to invoice Capital One on or at any time after delivery of the Goods or performance of the Services, and each invoice shall quote the number of the Purchase Order, such Purchase Order shall be accessible by the Supplier via an online portal, maintained by Capital One or Capital One's third party facilitator (currently Coupa ™ but subject to change by Capital One upon notice) using login information provided by Capital One or Capital One's third party facilitator. Any failure to issue such a Purchase Order, however, will not relieve Capital One of its payment obligations under this Contract.
    • 8.2. The Supplier shall submit invoices to Capital One or such other Associated Company that Capital One may notify to the Supplier in writing.
    • 8.3. Unless otherwise stated in the Purchase Order Capital One shall pay the price of the Goods and/or Services within 30 days of receipt by Capital One of an undisputed invoice or, if later, after acceptance of the Goods and/or performance of the Services by Capital One.
    • 8.4. If any sum payable under these Conditions is not paid when due, that sum will bear interest from the due date until payment is made at 2% per annum over HSBC Bank Plc base rate from time to time. The parties agree that this represents a substantial remedy in accordance with section 8(2) of the Late Payment of Commercial Debts (Interest) Act 1998.
    • 8.5. Without prejudice to any other right or remedy, Capital One reserves the right to set off any amount owing at any time from the Supplier to Capital One against any sums payable by Capital One to the Supplier under the Contract. Sections 3(2) and (3) of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
    • 8.6. Capital One shall make payments to the Supplier by, at Capital One's option, BACS transfer or wire transfer. Capital One shall make all payments directly to the Supplier, not to third parties (other than to the Supplier's account with a reputable bank).
    • 8.7. Unless otherwise specified by Capital One in this Contract, charges for all Services shall be invoiced and paid in pounds sterling.

  9. Confidentiality

    • 9.1. Each party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party") or its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party's customers, business or products, including Capital One Data, which the Receiving Party may obtain and the Receiving Party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Receiving Party's obligations under the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Receiving Party. The Receiving Party may also disclose such confidential material as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction, provided that, if the Receiving Party is permitted to do so, it shall notify the Disclosing Party that it is disclosing the confidential material. This Condition 9 shall survive termination of the Contract.
    • 9.2. No information relating to this Contract or the Goods or Services shall be released by the Supplier for publication, advertising or for any other purpose without the prior written consent of Capital One.

  10. Capital One's Property

    • 10.1. Capital One Materials and all rights in Capital One Materials shall at all times be and remain the exclusive property of Capital One and shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to Capital One and shall not be disposed of other than in accordance with Capital One's written instructions, nor shall such items be used other than for the performance of the Contract, strictly in accordance with its terms or otherwise only as authorised by Capital One in writing.

  11. Intellectual Property

    • 11.1. All IPR in any information, documentation, and other materials of whatever nature provided by Capital One to the Supplier in connection with the Contract shall remain at all times the property of, and vested in, Capital One. IPR owned by Capital One will only be used by the Supplier to the extent, and in the manner, previously authorised in writing by Capital One.
    • 11.2. It is the intention of the parties that Capital One shall own all IPR in any materials created by the Supplier in relation to the Contract ("Materials"). To that end the Supplier hereby absolutely and irrevocably assigns to Capital One, as legal and beneficial owner and with full title guarantee, all IPR existing in the Materials and, by way of a present assignment of future rights, all copyright and other IPR created at any future time (and capable of being assigned by way of a present assignment) in the Materials, and agrees to assign to Capital One all other IPR created at any future time in the Materials, including in all cases the right to sue for damages for past infringement (and waives or agrees to procure the waiver of any moral rights). The Supplier hereby agrees to do all such acts and execute any documents as may be necessary to vest such IPR in Capital One.
    • 11.3. The Supplier agrees to notify Capital One and seek Capital One's prior written approval before commissioning any third parties in relation to the Contract. The Supplier shall use all reasonable endeavours to secure written assignments to Capital One of all IPR in any Materials commissioned by the Supplier from third parties in relation to the Contract and shall in any event inform Capital One in advance if all relevant IPR will not be vested in Capital One. In any event, the Supplier shall ensure that it or Capital One shall have sufficient rights vested in it to enable such Materials (including the underlying designs) to be reproduced, distributed and used by Capital One without restriction and without further payment.
    • 11.4. The Supplier warrants that the Materials shall be original and not copied from any third party and that the IPR in the Materials shall be free of all third party claims of ownership. The Supplier undertakes not to create copy implement, recreate, or re-implement any work or thing which is similar in any material respect to any of the Materials without the prior written consent and Contract of Capital One.
    • 11.5. The provisions of this Condition shall survive the termination of this Contract, howsoever caused.

  12. Warranties and Indemnity

    • 12.1. The Supplier warrants to Capital One that:
    • 12.1.1. the Goods will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Capital One expressly or by implication prior to or at the time the Purchase Order is placed, and in this respect Capital One relies on the Supplier's skill and judgment;
    • 12.1.2. the Goods will for a period of 12 months following delivery be free from defects in design, material and workmanship;
    • 12.1.3. the Goods and Services will correspond in every respect with any applicable Specification and any instructions, drawings, samples or descriptions provided by Capital One; and
    • 12.1.4. the Goods and Services will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and Services and their sale and supply.
    • 12.2. If any of the Goods and/or the Services fails to comply with the warranties set out in Condition 12, Capital One shall be entitled, among other things, to avail itself of any one or more of the remedies listed in Condition 14.
    • 12.3. The Supplier acknowledges that Capital One will be relying upon the Supplier's skill, knowledge and experience in providing goods and services of the type to be provided under these Conditions and upon the accuracy of all representations or statements made and the advice given by the Supplier in connection with such provision.
    • 12.4. The Supplier shall indemnify, keep indemnified and hold harmless Capital One in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) of whatever nature awarded against or incurred or paid by Capital One including as a result of or in connection with:
    • 12.4.1. breach of any warranty, undertaking or representation given by the Supplier in relation to the Goods and/ or the Services (including the warranty in Condition 12.1);
    • 12.4.2. any claim that the Goods or the Services infringe, or their possession, use, resale or importation infringes any UK or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by Capital One;
    • 12.4.3. any claim made against Capital One in respect of any liability, loss, damage, cost or expense sustained by Capital One's employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or the product of the Services;
    • 12.4.4. any of, or all, the IPR intended to be assigned to Capital One pursuant to Condition 11 are not or cannot be assigned to Capital One in accordance with the provisions of Condition 11;
    • 12.4.5. any breach of Condition 9 (Confidentiality), Condition 12.1 (Warranties and Indemnity) or Condition 16 (Data Protection);
    • 12.4.6. any fines (including administrative fines imposed on Capital One by a governmental or regulatory authority) to the extent such fine arises from the provision of the Services or as a consequence of breach, or negligent performance or failure or delay in performance of the Contract by the Supplier; and
    • 12.4.7. any claim made against Capital One in respect of any breach of DP Legislation ("Data Protection Claim") (including any liability, loss, damage, costs and expenses associated with the claim) to the extent that such Data Protection Claim relates to or arises from the provision of the Services or as a consequence of a breach, or negligent performance or failure or delay in performance, of the Contract by the Supplier.

  13. Termination

    • 13.1. Capital One shall be entitled to cancel any Purchase Order or terminate any Contract in whole or in part by giving notice to the Supplier at any time for any reason or pursuant to Condition 14.1. In such circumstances Capital One's sole liability shall be to pay to the Supplier for Goods already delivered in compliance with the Contract or in the case of Services, fair and reasonable compensation for work-in-progress at the time of cancellation or termination but such compensation shall not include loss of anticipated profits or any indirect or consequential loss.
    • 13.2. Capital One shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith, without liability to the Supplier, if:
    • 13.2.1. the Supplier commits a breach of any of the terms and conditions of the Contract; or
    • 13.2.2. any distress, execution or other legal process is levied upon any of the assets of the Supplier; or
    • 13.2.3. the Supplier enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court for its winding up or the appointment of an administrator, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Supplier's undertaking or assets; or
    • 13.2.4. the Supplier ceases or threatens to cease to carry on its business; or
    • 13.2.5. the financial position of the Supplier deteriorates to such an extent that in the opinion of Capital One the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy; or
    • 13.2.6. Capital One reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier.
    • 13.3. The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
    • 13.4. By the effective date of termination if the Contract is terminated upon notice, or as soon as reasonably practicable if this Contract is terminated with immediate effect, the Supplier shall return to Capital One all Capital One Materials and other materials, data, documentation and the like (including such materials which are electronically stored) which have been provided or created by or on behalf of Capital One during this Contract. The Supplier will cease processing Capital One Personal Data and will warrant to Capital One that any remaining copies of Capital One Materials shall be destroyed and shall provide written certification signed by a duly authorised officer of such destruction to the reasonable satisfaction of Capital One.

  14. Remedies

    • 14.1. Without prejudice to any other right or remedy which Capital One may have, if any Goods and/or Services are not supplied in accordance with or the Supplier fails to comply with any of the terms of the Contract, Capital One shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by Capital One:
    • 14.1.1. to terminate the Contract by notice in writing to the Supplier;
    • 14.1.2. to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
    • 14.1.3. to reject the performance of the Services (in whole or in part) as not in accordance with the Contract on the basis that a full refund for the Services so rejected shall be paid forthwith by the Supplier;
    • 14.1.4. to require the Supplier either to repair or replace the defective Goods;
    • 14.1.5. to refuse to accept any further supplies of the Goods and/or Services but without incurring any liability to the Supplier;
    • 14.1.6. to carry out at the Supplier's expense any work necessary to make the Goods and/or Services comply with the Contract;
    • 14.1.7. to recover from the Supplier any expenditure incurred by Capital One in obtaining substitute Goods or Services from a third party; and
    • 14.1.8. to claim such damages as may have been sustained in consequence of the Supplier's breaches of the Contract.
    • 14.2. Capital One's rights under the Contract are in addition to its rights and remedies implied by statute and common law.

  15. Health and Safety

    • 15.1. Any Goods supplied or installed and any Services provided under the Contract shall be so formulated, designed, constructed, finished, packaged and performed so as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use maintenance and repair and with any necessary warning notices clearly displayed.
    • 15.2. The Supplier agrees before delivery to furnish Capital One in writing with a list by name and description of any harmful or potentially harmful properties or ingredients in Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. Capital One will rely on the supply of such information from the Supplier in Purchase Order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation.

  16. Data Protection

    • 16.1. Both the Supplier and Capital One shall perform their obligations under this Contract in accordance with DP Legislation and will procure compliance with DP Legislation by its personnel, sub-contractors and agents. The Supplier shall comply with any specific security requirements that Capital One may from time to time request in relation to Capital One Personal Data which the Supplier processes under this Contract, provided that Capital One gives reasonable prior notice of such requirements.
    • 16.2. Where Capital One Personal Data is processed by the Supplier pursuant to the terms of this Contract the Supplier shall:
    • 16.2.1. process the Capital One Personal Data only to the extent, and in such a manner, as is necessary for the purpose of providing the Goods and/or Services or otherwise as authorised by Capital One and shall not process the Capital One Personal Data for any other purpose. The Supplier will keep a written record of any processing of Capital One Personal Data it carries out pursuant to this Contract, including of any technical and organisational measures, and shall disclose this to Capital One upon request;
    • 16.2.2 take appropriate technical and organisational measures, including as appropriate those set out in Article 32(1) of the General Data Protection Regulation, against the unauthorised or unlawful processing of Capital One Personal Data and against the accidental loss or destruction of, or damage to, Capital One Personal Data to ensure compliance with the data protection principles set out in the DP Legislation;
    • 16.2.3 not sub-contract the processing of any Capital One Personal Data except with the prior written consent of Capital One;
    • 16.2.4 notify Capital One of all locations at which it may process Capital One Personal Data and if the Supplier or any subcontractor wishes to change or add to such location(s), the Supplier must obtain Capital One's prior written consent, which Capital One may (acting reasonably) withhold in its sole discretion;
    • 16.2.5 take such steps as are necessary to ensure:
    • 16.2.5.1. the reliability of any of the Supplier's employees who have access to the Capital One Personal Data;
    • 16.2.5.2. access is limited to those employees who require it in order to meet the Supplier's obligations under this Contract and in the case of any access by any employee, such part or parts of the Capital One Personal Data as is strictly necessary for performance of that employee's duties;
    • 16.2.5.3. all employees are informed of the confidential nature of the Capital One Personal Data, have undertaken training in the laws relating to handling Capital One Personal Data and are fully competent to carry out the processing in accordance with the Data Protection Legislation and are aware both of the Supplier's duties and their personal duties and obligations under such laws and this Contract;
    • 16.2.6. immediately notify Capital One and provide Capital One with full co-operation and assistance in relation to any complaint, notice or communication the Supplier or any of its subcontractors receive from any governmental or regulatory authorities, Data Subject(s) or third party, which relates directly or indirectly to the processing of the Capital One Personal Data or to either party's compliance with DP Legislation and the data protection principles therein;
    • 16.2.7. not, except in accordance with the instructions of Capital One in writing, carry out any processing of Capital One Personal Data or transfer any Capital One Personal Data outside the EEA. Without limiting the provisions of this Condition 16.2, if Capital One approves the processing of Capital One Personal Data outside the EEA, the Supplier shall ensure that all such processing is carried out strictly in accordance with the terms and conditions of such approval, including entering into and complying with appropriate model contract terms or such other conditions as Capital One may require, in its discretion, from time to time;
    • 16.2.8. deal promptly and properly with all inquiries from Capital One relating to its processing of the Capital One Personal Data and at the request of Capital One provide a copy of all Capital One Personal Data held by it in the format and on the media reasonably specified by Capital One;
    • 16.2.9. at the request of Capital One and at its own expense, in addition to its other express obligations under this Contract, use all reasonable efforts to assist Capital One in complying with its obligations under DP Legislation, in particular those obligations set out in Articles 32 to 36 of the General Data Protection Regulation, and specifically including co-operating with Capital One in complying with any subject access request or any enquiry, investigation or assessment of processing, including by means of rectifying, amending, blocking, erasing or destroying such Capital One Personal Data on the instructions of Capital One; and
    • 16.2.10. at any business review meetings of the parties, or such other time as Capital One requires, provide to Capital One in writing such information as Capital One may require relating to the processing of Capital One Personal Data pursuant to this Contract, including the nature of processing of any Capital One Personal Data; the location of processing of any Personal Data; and the name(s) of the processors/operators of any Capital One Personal Data, including any subcontractors.
    • 16.3. The Supplier shall develop, implement and maintain, at the Supplier's own expense, a data protection policy to govern its methodology for compliance with DP Legislation and the Supplier's obligations to Capital One under this Condition 16. The Supplier shall make such data protection policy available to Capital One upon request and it shall be subject to the approval of Capital One. The Supplier shall make any changes to such policy as reasonably requested by Capital One from time to time.
    • 16.4. The Supplier acknowledges and accepts that Capital One's approval shall not act as an endorsement of the Supplier's data protection policy and shall not relieve the Supplier of its responsibility for ensuring that the data protection policy is provided to the standard required by this Contract and Data Protection Legislation.
    • 16.5. Upon termination or expiry of this Contract the provisions of Condition 13 shall apply to the destruction, and/or return of any Capital One Personal Data.
    • 16.6. In the event that Capital One undertakes a privacy impact assessment ("PIA") in relation to or in connection with any of the Services undertaken by the Supplier under this Contract, the Supplier shall provide such reasonable cooperation, assistance or other information, including, without limitation around data flows and risks to data, and with any subsequent consultation with the Information Commissioner's Office arising out of the PIA, to Capital One as it may reasonably require in order to undertake that PIA.
    • 16.7. In the event that there is a Personal Data Breach in relation to or in connection with the Capital One Personal Data, the Supplier shall immediately (and in any event within 24 hours of becoming aware of such breach) notify Capital One of that Personal Data Breach in writing including the following details:
    • 16.7.1. the nature of the Personal Data Breach, including the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned;
    • 16.7.2. the likely consequences of the Personal Data Breach; and
    • 16.7.3. the measures which the Supplier proposes to take to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.
    • 16.8. In the event of a Personal Data Breach under Condition 16.7:
    • 16.8.1. the Supplier shall take such measures to address the Personal Data Breach or to mitigate its possible adverse effects as Capital One may from time to time require;
    • 16.8.2. the Supplier shall provide Capital One with such reasonable co-operation and assistance with managing that Personal Data Breach as it may reasonably require, including where requested by Capital One any notification of that Personal Data Breach to the Information Commissioner's Office and/or communication of that Personal Data Breach to the affected Data Subject(s); and
    • 16.8.3. Capital One may, in its discretion, terminate this Contract immediately on written notice to the Supplier.
    • 16.9. In the event that the Supplier suffers a Personal Data Breach relating to Personal Data which is not Capital One Personal Data, the Supplier shall notify Capital One of that Personal Data Breach within a reasonable time from becoming aware of that Personal Data Breach.
    • 16.10. In the event that the Supplier suffers a Personal Data Breach which it is required to notify Capital One of under Condition 16.9, Capital One may, in its discretion, within a reasonable time upon becoming aware of that Personal Data Breach, terminate this Contract immediately on written notice to the Supplier.
    • 16.11. In the event that Capital One notifies the Supplier that it should cease processing the Capital One Personal Data or any part shall of the Capital One Personal Data, including, without limitation, the Personal Data of an individual Data Subject, the Supplier shall immediately return such Personal Data to Capital One and shall cease processing that Capital One Personal Data or part of the Capital One Personal Data.
    • 16.12. In the event that the Supplier receives a request directly from an individual Data Subject relating to Capital One Personal Data, it shall promptly forward that request on to Capital One.

  17. Audit

    • 17.1. The Supplier shall, and shall ensure that its subcontractors shall, maintain and make available to Capital One complete auditable records related to its delivery of the Goods and/or performance of the Services and compliance with its obligations under the Contract in order for Capital One to: (a) verify the accuracy of charges and invoices; (b) review the Supplier's delivery of the Goods and/or performance of the Services and conformance to the terms of the Contract; (c) verify the Supplier's policies and the Supplier's compliance with applicable Capital One policies and training requirements; and (d) verify the Supplier's risk management and monitoring activities with respect to any subcontractors of the Supplier.
    • 17.2. During the term of the Contract and for the period thereafter that the Supplier is required to maintain records hereunder, the Supplier shall, and shall cause its subcontractors to provide to Capital One, its auditors (internal and external), inspectors, regulatory authorities and other applicable entities as Capital One may from time to time designate in writing (including bank, credit and charge card associations such as Visa and Mastercard), access at all reasonable times (and in the case of regulators at any time required by such regulators) to any facility or part of a facility at which either the Supplier or any subcontractor is providing the Goods and/or the Services, to Supplier personnel, and to data, records, systems and applications relating to the Goods and/or the Services, for the purpose of performing audits and inspections related to this Condition 17.

  18. Assignment

    • 18.1. Each Contract is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under any Contract.
    • 18.2. Capital One may assign the Contract or any part thereof to any person, firm or company.

  19. Force Majeure

    • 19.1. Capital One reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods and/or Services ordered if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control.
    • 19.2. Neither Capital One nor the Supplier shall be liable for any default or delay in the performance of its obligations under this Contract if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, other elements of nature or acts of God, riots, pestilence, civil disorders, governmental orders, or any other similar cause beyond the reasonable control of such party; provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by taking reasonable precautions and could not reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means.

  20. General

    • 20.1. The Supplier will, in performing its obligations under this Contract:
    • 20.1.1. (i) comply with any and all legal and regulatory requirements, including but not limited to industry standards, rules and regulations and applicable guidance or codes of practice or conduct which Capital One and/or the Supplier is or during the term of this Contract becomes subject to, (ii) maintain evidence of its compliance with such requirements, (iii) take all necessary steps required to comply with such requirements promptly upon becoming aware it is not so complying and (iv) take all necessary steps to remedy any previous breaches of such requirements;
    • 20.1.2. identify, procure and keep in force all permits, certificates, licences, approvals, authorisations and consents which may be necessary in connection with the performance of the Services;
    • 20.1.3. maintain commercially reasonable policies and procedures and perform all of its obligations in a manner that complies with all of its policies and procedures and those policies and procedures of Capital One provided to the Supplier from time to time;
    • 20.1.4. promptly notify Capital One in the event that a regulatory authority conducts an audit or investigation of the Supplier and disclose to Capital One (subject always to the provisions of confidentiality set out at Condition 9) details of any adverse regulatory findings, and co-operate with Capital One and assist them in their dealings with regulatory authorities to the extent reasonably required in relation to this Contract.
    • 20.2. Except where expressly stated otherwise, references to any statute, legislation, code of practice or other regulation includes any equivalent regulation in any relevant jurisdiction, and includes any amendment, modification or re-enactment and instruments and regulations under it in force from time to time.
    • 20.3. The provisions of Conditions 9 (Confidentiality), 11 (Intellectual Property), 16 (Data Protection), 17 (Audit), 20 (General) and 21 (Corrupt Practices Act and Anti-Slavery) shall survive the termination of this Contract.
    • 20.4. Each right or remedy of Capital One under the Contract is without prejudice to any other right or remedy of Capital One whether under the Contract or not.
    • 20.5. Any provision of the Contract which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be affected.
    • 20.6. Failure of Capital One to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
    • 20.7. No provision of this Contract shall be amended except in writing signed by Capital One and the Supplier or their duly authorised representatives except where expressly authorised in this Contract.
    • 20.8. This Contract shall be governed by and construed in accordance with the laws of England and all claims, disputes and legal proceedings arising out of or in connection with it will be at the exclusive jurisdiction of the English courts.

  21. Corrupt Practices Laws and Anti-Slavery

    • 21.1. The Supplier (and its partners, employees, representatives, subcontractors and agents), and the Services being directly or indirectly provided by the Supplier, shall comply with and will perform the Services in accordance with the U.S. Foreign Corrupt Practices Act 1977 and the Bribery Act 2010 (the "Corrupt Practices Laws"). The Supplier agrees to maintain in place throughout the term of this Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Corrupt Practices Laws.
    • 21.2. If the Supplier learns of or has reason to know of any payment, offer or agreement relating to this Contract or the Services that is contemplated or that has occurred and that represents or could represent a violation of the Corrupt Practices Laws, it shall immediately so advise the Capital One in writing.
    • 21.3. Capital One shall be permitted to take reasonable steps to avoid, mitigate or investigate such an actual or potential violation of the Corrupt Practices Laws, including by reviewing the Supplier's books and records, and shall have the right to audit the Supplier for these purposes upon reasonable prior notice.
    • 21.4. The Supplier agrees to co-operate with Capital One as it exercises its rights under this Condition 21.
    • 21.5. Capital One may disclose this Contract and any information that it obtains hereunder to any government agency or regulatory authority, or other persons that Capital One has determined, in its discretion, have a need for such information.
    • 21.6. The Supplier shall promptly notify Capital One upon learning or forming a reasonable belief that the Supplier, directly or through any agent or service provider, made or received any payment, offer or agreement that is punishable under the Corrupt Practices Laws.
    • 21.7. The Supplier shall, and shall procure that all its officers, employees, subcontractors and agents shall: (i) comply with the Modern Slavery Act 2015 and, without limiting the generality of this Condition 21.7, only employ individuals whose presence is voluntary and not use forced, indentured, involuntary, prison, or uncompensated labour under any circumstances; and (ii) ensure that its employees and other personnel have the right to work in the territories appropriate to their engagement and comply with applicable government guidance on appropriate right to work checks.
    • 21.8. The Supplier represents and warrants that neither the Supplier nor any of its officers, employees, subcontractors and agents: (i) has been convicted of any offence involving slavery and human trafficking; and (ii) to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
    • 21.9. The Supplier shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.
    • 21.10. The Supplier shall notify Capital One as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Contract.
    • 21.11. The Supplier shall ensure that all persons associated with the Supplier or other persons who are performing services or providing goods in connection with this Contract comply with this Condition 21.

  22. Insurance

    • 22.1. The Supplier and its subcontractors shall obtain, pay for and keep in force while providing Goods and Services for the term of this Contract, and thereafter as provided below, the following insurance:
    • 22.1.1. if applicable, Worker's Compensation and/or any other similar social insurance in accordance with the laws of the country, state or territory exercising jurisdiction over the employee with minimum limits required by law;
    • 22.1.2. Employer's Liability including coverage for occupational injury, illness and disease, with minimum limits per employee and per event of £5,000,000;
    • 22.1.3. Public and Products Liability Insurance, including Completed Operations, Premises Operations, Personal Injury, and Contractual Liability;
    • 22.1.4. Automotive Liability covering all vehicles used pursuant to the Supplier's performance of this Contract, whether owned by the Supplier or otherwise;
    • 22.1.5. Professional Liability for errors and omissions with a limit of £1,000,000 providing coverage for a period of at least one (1) year following completion of the Services;
    • 22.1.6. Crime and Fidelity Insurance with a limit of £1,000,000 which protects Capital One against the theft or wrongful conversion of Capital One's or the Supplier's property, the property or assets of customers or patrons, or the cash receipts by the Supplier's employees, agents or subcontractors; and
    • 22.1.7. the limits of coverage for Conditions 22.1.3 and 22.1.4 above shall be £1,000,000 per occurrence combined single limit bodily injury and property damage plus £2,000,000 Excess or Umbrella Liability coverage.
    • 22.2. Insurances under Conditions 22.1.2, 22.1.3, 22.1.4 and 22.1.7 above will contain indemnity to principals clauses, or shall allow for additional insureds. For insurances with indemnity to principals clauses, Capital One shall be recognised as such. For insurances that allow additional insureds, the Supplier will cause its insurers to name Capital One (Europe) plc, Capital One (Europe) plc's Associated Companies and their respective directors, officers, employees, agents, successors, and permitted assigns, as additional insureds.
    • 22.3. The Supplier shall cause its insurers to: (i) to the fullest extent allowed by its insurers, waive all rights of subrogation against Capital One, and its officers, directors and employees; and (ii) furnish certificates of insurance in a form acceptable to Capital One evidencing that the above insurance is in effect and otherwise complies with the requirements of this Condition 22.
    • 22.4. The Supplier shall give Capital One thirty (30) days written notice of any material change or alteration in the coverage specified above or cancellation of any policy of insurance required hereunder. The carrying by the Supplier of the insurance required herein shall in no way be interpreted as relieving the Supplier of any other obligations it may have under this Contract.