These Standard Terms and Conditions for the supply of Goods, Services and/or Works (“these Terms”) apply to all Orders other than where there is an existing written contract between You and Irwell Valley. Where there is an existing written contract, the terms of that contract apply and this Order will be treated as a task or order under that contract. Where these Terms apply, they do so to the exclusion of any other terms and Your terms and conditions of contracting are expressly excluded.

1.2 In these Terms a reference to:

• the “Construction Act” is to the Housing Grants, Construction and Regeneration Act 1996 (as amended);

• “Irwell Valley” is to Irwell Valley Homes or any of its subsidiaries in whose name the Order is issued purchasing the Goods, Services or Works;

• the “Goods” is to the items to be supplied to Irwell Valley under this Order;

• this “Order” is to the purchase order to which these Terms relate;

• the “Services” is to any services to be supplied to Irwell Valley under this Order;

• the “Works” is to any works to be carried out for Irwell Valley under this Order; and

• “You” or “Your” is to the supplier of the Goods, Services and/or Works.

2.1 All Goods supplied must:

• conform to the specification in the Order;

• be of sound design, materials and workmanship;

• be free from defects and remain so for the period stated in the Order and if no period is stated for 12 months from their date of delivery;

• be fit for their purpose;

• be new (unless the Order states otherwise); and

• comply with all statutory and regulatory requirements relating to their manufacture, labelling, packaging, storage, handling and delivery.

2.2 All Works and/or Services must be carried out and completed:

• in compliance with health and safety legislation relevant to the extent of the works or goods supplied.

• IVH expect all Contractors to hold a relevant SSIP membership, and to keep all records and submissions up to date.

• we expect suppliers and contractors to provide all their employees and others under their control with appropriate training, instruction, information, personal protective equipment, and a safe working environment.

• any Organisation working on behalf of Irwell valley must also meet all specific requirements of the work instructed and work in accordance with any regulatory health and safety standards.

• using reasonable care, skill and diligence and with a good standard of workmanship;

• in a timely, efficient and professional manner;

• to any specific standards of workmanship, in accordance with any specific procedures and using any specific materials as set out in any specification and/or schedule of rates (if any) to which this Order may directly or indirectly relate; and

• to the reasonable satisfaction of Irwell Valley.

• The Provider shall ensure all its Staff providing the Services:

- are appropriately qualified and experienced;

- that all staff have the Right to Work in the UK. IVH reserve the right to request evidence of this for audit purposes

- that all staff have either a clear DBS or that the relevant risk assessment has been carried out and a copy of this issued to HR@irwellvalley.co.uk

- are properly supervised

- act in the best interests of IVH;

- comply with all applicable Health and Safety Law;

• comply with Equality and Diversity Law, including Equality Act 2010;

This means that The Provider must, as a minimum, have due regard to the following

- Eliminate discrimination, harassment, victimisation and any other conduct that is prohibited by or under this Act.

- Advance equality of opportunity between persons who share a relevant protected characteristic and persons who do not share it.

- Foster good relations between persons who share a relevant protected characteristic and persons who do not share it.

• observe all IVH’s applicable policies

• comply with any direction given by IVH in accordance with this Contract;

• are properly and presentably dressed in suits or appropriate uniforms or smart workwear;

• maintain the highest standards of hygiene and courtesy; and

• carry out the Services in as orderly and quiet a manner as is reasonable and practicable having regard to the nature of the duties being performed by them.

• the Provider must ensure this accreditation is kept up to date and is for an SSIP accreditation relevant to the works being carried out;

• the Provider must maintain all relevant accreditations whilst working with IVH at a level verified by the SSIP;

• IVH will monitor SSIP status on a monthly basis, and will request additional information where the relevant levels have not been maintained;

• where an order for works has been placed, IVH reserve the right to cancel future works where the relevant SSIP have not been maintained;

• IVH reserve the right to request copies of risk assessments, safe systems of work and Safety Method Statements from time to time;

• where works are subcontracted, the Provider must ensure that their contractor has all relevant SSIP and accreditations in place.

2.3 You will indemnify Irwell Valley in full against any costs, expenses, damages and losses (direct or indirect) that may be caused due to the discovery and correction of latent defects in the Goods and/or Works.

3.1 In providing the Goods, Services and/or Works You and Your personnel must comply with:

• all applicable laws (including health and safety, equality and diversity laws and modern slavery); and

• all applicable Codes of Practice, European or British Standards, Approved Codes of Practice and HSE Guidance in force at the time of supply/delivery of the Goods, Works or Services.

3.2 Structures to which Works and/or Services are to be undertaken may contain asbestos. Information on any known asbestos can be obtained from Irwell Valley. You have a duty to check for asbestos prior to commencing any Works and/or Services. If you discover asbestos or suspect that asbestos may be present, then you must contact Irwell Valley immediately.

3.3 You warrant that neither You nor any of Your officers or employees:

• have been convicted of any offence involving slavery or human trafficking; or

• have, to the best of Your knowledge, been 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.

3.4 You must ensure that You do not commit any offence under the Bribery Act 2010 in relation to the provision of the Goods, Services and/or Works and in particular You:

• must not offer or give or agree to give Irwell Valley or any person connected with them any bribe, gift or consideration of any kind as an inducement or reward for:

- doing or not doing or having done or not having done any action in relation to the obtaining or execution of the provision of Goods, Services and/or Works; or

- showing or not showing favour or disfavour to any person in relation to the provision of the Goods, Services and/or Works; and

• must use Your best endeavours to ensure that none of the acts referred to in this paragraph are done by any person employed by You or acting on Your behalf (whether without or with Your knowledge).

4.1 You must deliver the Goods, Services and/or Works within 7 (seven) days of the Order unless the Order states otherwise. You must obtain a receipt for all Goods delivered from an authorised officer of Irwell Valley.

4.2 If delivery or performance of the Goods, or performance of the Services or Works is delayed due to any cause beyond Your reasonable control and You tell Irwell Valley of this immediately, Irwell Valley may either reschedule the time for delivery/performance or cancel the Order without any liability to You.

4.3 If delivery is delayed in any other circumstances You must reimburse Irwell Valley for any additional costs Irwell Valley incurs.

4.4 You must attach a copy of Irwell Valley’s original Order to all advice notes, invoices and packing notes. These must also contain:

• Your name and address;

• Irwell Valley’s Order number;

• the date of despatch;

• a description of the Goods, Services and/or Works;

• the address for delivery; and

• the due delivery date.

4.5 Irwell Valley may reject all or any Goods that do not comply with the Order at any time within 1 month from the date of delivery.

4.6 Risk and title in Goods will pass to Irwell Valley on delivery of the Goods to the delivery address in the Order.

4.7 Whilst on Irwell Valley’s premises, You and all persons for whom you are responsible must comply with Irwell Valley’s rules relating to those premises. Irwell Valley may refuse admission to Your personnel or require such personnel to leave its premises at any time without giving any reason.

5.1 You grant Irwell Valley an irrevocable, non-exclusive, royalty free licence to use all applicable intellectual property rights in connection with the use of the Goods or receipt of the Services or Works. You assign to Irwell Valley all intellectual property rights in any Goods, Services and/or Works that are produced for Irwell Valley as bespoke.

5.2 You will indemnify Irwell Valley in full against all costs, expenses, damages and losses (whether direct or indirect) incurred in connection with any actual or alleged infringement of a third party’s intellectual property rights in any Goods that are the subject of or any Services or Works provided in connection with any Order.

6.1 Each Order will set out the price payable and the date the price becomes payable for the Goods, Services and/or Works to be provided under it.

6.2 You will be deemed to have included for all conditions, obligations, liabilities, requirements and provisions determined and detailed in any specification and/or the schedule of rates to which this Order may directly or indirectly relate.

6.3 The prices in the Order will apply (without variation) for the stated quantity of the Goods, Works and/or Services through the period of provision of the Goods, Works and/or Services in the Order. These prices include all delivery costs.

6.4 You must invoice Irwell Valley for the Goods, Services and/or Works promptly after they have become payable.

6.5 Irwell Valley will consider and verify Your invoices promptly and Irwell Valley will pay You the price due for the Goods, Services and/or Works within 30 (thirty) days from the date on which Your invoice is regarded as valid and undisputed.

6.6 All invoices to IVH must be issued as a single PDF per invoice;

• orders issued with a Purchase Order - PO******* must be submitted to accounts.payable@irwellvalley.co.uk;

• orders issued with a Works Order - WO******* order number must be submitted to subcontractor.invoices@irwellvalley.co.uk;

• invoices submitted outside of this process may incur a delay in payment

6.7 Where there is undue delay in Irwell Valley considering and verifying an invoice, that invoice will be regarded as valid and undisputed after a reasonable time has passed.

6.8 Irwell Valley may set off any sums owed by You against any sums payable to You in relation to the Order.

6.9 If the Construction Act applies to this Order:

• Your invoice will be the payment notice under the Construction Act;

• The due date for payment will either be as set out in the Order or if not stated in the Order will be the date 5 (five) days from the date of your invoice;

• The final date for payment will be 30 (thirty) days from the date You submit your invoice to Irwell Valley; and

• Irwell Valley will be entitled to pay less than any amount of your invoice (which may be zero or a negative figure) provided Irwell Valley gives notice to You of the amount Irwell Valley considers due on the date the notice is served and the basis on which the amount is calculated at least 2 (two) days before the final date for payment.

7.1 You will maintain the minimum insurance set out below (or such other minimum insurances as specified in the Order) during the guarantee period for Goods and/or throughout the period during which the Services are provided and/or until the Works are completed:

• Product Liability Insurance (for Goods) - £5 million;

• Professional Indemnity Insurance (for Services) - £2 million;

• Public Liability Insurance (for Services and/or Works) - £5 million; and • Employer’s Liability Insurance - £5 million.

7.2 You are required to insure against all damage to property, persons, animals or things caused by the Works or workmen whether such damage or injury arises through carelessness, omission or otherwise and to indemnify Irwell Valley in respect thereof.

8.1 You must not subcontract the provision of Goods, Services or Works without Irwell Valley’s prior written consent.

8.2 You will be responsible for all the actions of your subcontractors, suppliers, agents and advisors in connection with the Goods, Services and/or Works.

8.3 If You enter into any subcontract in relation to the Order, You must insert into that subcontract terms:

• requiring You to consider and verify invoices from the subcontractor promptly;

• stating that where there is undue delay in Your considering and verifying a subcontractor’s invoice, that invoice will be regarded as valid and undisputed after a reasonable time has passed;

• requiring You to pay the amount due to the subcontractor within 30 (thirty) days from the date on which each invoice is regarded as valid and undisputed; and

• requiring Your subcontractors (of any tier) to include similar payment terms in all of their subcontracts related to the Order so that they are included in all subcontracts related to the Order regardless of the subcontractor’s position in the supply chain.

8.4 You must take appropriate steps to ensure that there is no slavery or human trafficking in Your supply chain relating to this Order and in connection with this You must:

• implement due diligence procedures for Your subcontractors;

• require all subcontractors to warrant that, neither the subcontractors nor any of the subcontractors’ officers or employees:

- have been convicted of any offence involving slavery or human trafficking; or

- have, to the best of the subcontractors’ knowledge, been 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; and

• require all subcontractors to include provisions having the same effect as this paragraph in all subcontracts (at any stage of remoteness in the supply chain) relating to the Goods, Services and/or Works.

9.1 You accept that for the purposes of the Data Protection Act 2018 (DPA)Irwell Valley is the ‘Controller’ and that you are our ‘Processor’. Instructions for the processing of personal data shall comply with Data Protection Laws. In addition, Irwell Valley shall have sole responsibility for the accuracy, quality, and legality of personal data and the means by which personal data is collected. As such you accept that you will only use the personal data we provide you with, as detailed in your vendor registration.

9.2 in accordance with our documented instructions (unless you are legally required not to) – which are as follows:

• To carry out the service you are contracted to do.

• You may process the personal data using paper or electronic records.

• You will only process the personal data for the time it takes to deliver the service.

• You will securely delete / destroy the personal data once the service is delivered (upon termination of these Terms or at the end of the retention period) or you will securely return it to us at our request.

• This will include transfers of personal data to a third country or international organisation.

9.3 You shall notify Irwell Valley immediately if you consider that any of our instructions infringe the GDPR and DPA.

9.4 You shall provide all reasonable assistance to us in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of Irwell Valley, include:

• a systematic description of the envisaged processing operations and the

• purpose of the processing;

• an assessment of the necessity and proportionality of the processing

• operations in relation to the services;

• an assessment of the risks to the rights and freedoms of Data Subjects; and

• the measures envisaged to address the risks, including safeguards, security

• measures and mechanisms to ensure the protection of Personal Data.

9.5 You shall have in place appropriate technical and organisational security measures which may include: pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the measures you have adopted.

9.6 You shall inform us immediately (or if necessary, in phases as details become available) if you receive:

• a Data Subject Access Request (or purported Data Subject Access Request);

• a request to rectify, block or erase any personal data;

• any other request, complaint or communication relating to either

• our obligations under the GDPR and DPA;

• any communication from the Information Commissioner’s Office or any other

• regulatory authority in connection with personal data processed by you on our behalf;

• a request from any third Party for disclosure of personal data where

• compliance with such a request is required or purported to be required by law; or

• becomes aware of a loss of personal data.

9.7 If any of the above takes place, you shall assist us by promptly providing at our request:

• full details and copies of the complaint, communication or request;

• such assistance as is reasonably requested by Irwell Valley to enable us to comply with a Data Subject Access Request within the relevant timescales set out in the GDPR and DPA;

• any Personal Data you hold in relation to a Data Subject;

• assistance as requested by Irwell Valley following any loss of personal data;

• assistance as requested by Irwell Valley with respect to any request from the Information Commissioner’s Office, or any consultation by Irwell Valley with the Information Commissioner's Office.

9.8 You shall allow us to audit your processing of personal data provided by us.

9.9 You accept that we may update these data protection and confidentiality requirements in accordance with any new guidance from the Information Commissioner’s Office and / or officially recognised certification schemes and codes of practice.

9.10 Each party shall insure that all information belonging to the other party shall be kept confidential at all times; all persons involved in sharing the personal data must be subject to a duty of confidentiality.

9.11 You shall not engage another processor without prior general written authorisation of the Controller. In the case of general written authorisation, the processor shall inform the Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the controller the opportunity to object to such changes.

9.12 Where the other Sub-Processor fails to fulfil its data protection obligations, you shall remain fully liable to Irwell Valley for the performance of that other processor’s obligations.

9.13 You shall notify us without undue delay, but no later than 24 hours, in the event of a personal data breach of our personal data.

10.1 Where this Order is for Services and/or Works Irwell Valley may terminate the future provision of those Services and/or Works by giving You at least 7 (seven) days’ written notice. Following such termination Irwell Valley will pay a fair and reasonable proportion of the price that represents the proportion of the Works and/or Services provided by You under the Order up to the date of termination.

10.2 Irwell Valley may terminate this Order with immediate effect and with the effect that no payment will become due to You in relation to this Order by giving You written notice if:

• You commit a material breach of these Terms which is not remedied to the satisfaction of Irwell Valley within the period specified in the written notice from Irwell Valley notifying You of the breach and stating that if it is not remedied this Order will be terminated;

• You or anyone for whom you are responsible has acted fraudulently or made a fraudulent misrepresentation in connection with the Goods, Services and/or Works;

• You or anyone for whom you are responsible has offered or agreed to give any person working for or engaged by Irwell Valley any gift or consideration, in relation to this Order, or any other contract between You and Irwell Valley;

• You have been the subject of any insolvency related procedure including having:

- had an administrator, receiver, receiver and manager or administrative receiver appointed, or having notified or been notified of an intention, or taken any steps to appoint, any of them;

- suspended the payment of debts or commenced negotiations with your creditors to reschedule your debts; o had a winding up petition presented against You; or

- suffered any equivalent insolvency related procedure.

No variation, and no additional terms and conditions to this Order, will be valid unless accepted in writing and signed by Irwell Valley.

This Order does not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999. 13. Notices All notices or other communications in connection with this Order or these Terms must be in writing and may be validly served if:

• delivered to the other party personally; or

• sent by prepaid first-class post or recorded delivery to:

- its registered office (if a company); or

- (in any other case) its principal place of business

- And or electronically to the relevant person with confirmation of receipt.

This contract must be governed by English law and the parties must submit to the exclusive jurisdiction of the English courts selected.