company Terms of business

GENERAL AND ADDITIONAL TERMS OF BUSINESS FOR THE PURCHASE OF GOODS, FACILITIES AND SERVICES
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PART A: GENERAL TERMS
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1. Definitions and Interpretation.
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“Fulwell” means Fulwell 73 Limited (or the affiliate(s) thereof specified in the relevant Purchase Order);
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“Contract” means these Terms and any relevant Purchase Order;
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“Contract Period” means the period or date(s) as specified in the Purchase Order;
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“Contract Price” means the price payable by Fulwell to the Supplier as specified in the Purchase Order;
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“Facilities” means any and all facilities to be provided by the Supplier pursuant to the Contract;
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“Fulwell Staff” means Fulwell’s officers, employees, agents and/or any sub-contractors.
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“Goods” means any and all item(s) to be provided by the Supplier pursuant to the Contract or in the case of Services, the physical product(s) of the Services;
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“Fulwell Materials” means any and all materials, documents and/or equipment provided by Fulwell to the Supplier in connection with Goods, Facilities and/or Services;

“Purchase Order” means Fulwell's pro forma(s) detailing the Goods, Facilities and/or Services to be provided;
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“Services” means any and all services to be provided by the Supplier pursuant to the Contract (which will include where appropriate any equipment/materials provided by the Supplier to perform the Services);
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“Specifications” means any and all specifications, including delivery milestones, location/s and/or dates/times, for the provision of Goods, Facilities and/or Services that are set out in the Purchase Order or are otherwise agreed in writing between Fulwell and the Supplier;
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“Supplier” means the organisation or individual responsible for providing the Goods, Facilities and/or Services under the Contract and the Supplier shall be deemed to include all its relevant officers, employees and/or agents; and “Supplier Staff” means Supplier’s officers, employees, agents and/or any sub-contractors. Any words following the terms including or include (or any similar expression) shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
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2. Application of these Terms and Commencement of the Contract.
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2.1 These Terms apply and are incorporated into the Contract to the exclusion of all other terms and conditions including any terms and conditions which the Supplier may purport to apply, impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 A Purchase Order shall be deemed to be accepted on the earlier of (a) the Supplier accepting/signing the Purchase Order, or (b) any act by the Supplier consistent with fulfilling the Purchase Order including the provision of (or commencement of provision of) the applicable Goods, Facilities and/or Services, at which point and on which date the Contract shall be formed and commence.

3. Good Faith/Outside Activities. The Supplier shall act in good faith towards Fulwell and shall not bring Fulwell or any Fulwell Staff into disrepute nor, without Fulwell's prior written consent, refer to the Contract with Fulwell in association with any advertising or other promotional material or write for publication or speak in public about Fulwell, Fulwell Staff, or their respective affairs.

4. Contract Price/Payment
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4.1 In consideration for and subject to the Supplier’s provision of the Goods, Facilities and/or Services as provided for under the Contract, Fulwell shall pay the Supplier the Contract Price inclusive of VAT (which if applicable shall be quoted at the appropriate rate) subject to Clause 4.3 and on receipt of a valid VAT invoice.

4.2 The Supplier shall provide Fulwell with a valid VAT invoice for the whole or any part of the Contract Price quoting any relevant Purchase Order number and (if applicable) production title. Unless otherwise agreed in writing, Fulwell shall remit payment due by the end of the month following that in which the invoice date falls. The Supplier acknowledges that the Contract Price has been agreed on the basis that it represents and includes the full and complete consideration due to the Supplier and (if/as applicable) represents equitable remuneration for the exploitation of the products of the Services including, without limitation, the assignment and exercise of so-called rental and lending rights and the communication to the public.

4.3 Fulwell reserves the right to withhold all or part of any payment due to the Supplier where the Goods, Facilities and/or Services have not been provided in accordance with the Contract, including the Specifications, and shall notify the Supplier accordingly.
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4.4 The Supplier will not pledge Fulwell's credit nor order goods nor incur liability on Fulwell's behalf without Fulwell's prior written approval.

4.5 Unless otherwise stipulated in the Purchase Order, expenses (including but not limited to travel and subsistence) shall not be payable by Fulwell. Where the Purchase Order does provide for payment of travel and subsistence expenses separately to the Contract Price, the Supplier shall be entitled to reimbursement of its reasonable travel and subsistence expenditure with the correct VAT applied, and the level of such expenditure (net of recoverable VAT) and terms of payment shall be agreed in writing between Fulwell and the Supplier in advance of the Supplier discharging its obligations under the Contract or incurring such expenditure. Any such claim made without proper evidence of such expenditure incurred will not be reimbursed by Fulwell.
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5. Standard of Goods/Facilities/Services

5.1 The Supplier shall ensure that any and all Goods and/or Facilities and/or Services to be supplied to Fulwell under a Contract: (a) comply with the applicable Specifications in all respects; (b) are fit for the intended purpose, free from defects, and of satisfactory quality as well as tested prior to delivery (and the Supplier shall promptly repair or replace (at Fulwell’s election) in the event of any fault) and, where appropriate, in the case of Goods, are of good construction, suitable and sound material and adequate strength; (c) comply with all laws, rulesvand regulations for the time being in force at such places where the Goods/Facilities/Services are produced/rendered and all television guidelines laid down by any regulatory body or broadcaster having jurisdiction over the Supplier and/or Fulwell and the Supplier shall use every endeavour to ensure that such laws, rules, regulations and guidelines are known about and complied with by persons engaged by the Supplier; and (d) comply with all current national and international technical standards and procedures and any technical standards, requirements and procedures that Fulwell specifies to Supplier.

5.2 The Supplier warrants and represents that it (a) is competent to fulfil its obligations under the Contract (which includes having – and procuring that all relevant Supplier Staff have – relevant experience, training and qualifications), (b) will use proper care, skill and diligence whilst discharging its obligations under the Contract in accordance with best practice in the Supplier's industry, profession or trade, (c) will execute and perform its obligations under the Contract in a timely and professional manner, and (d) holds and will maintain any and all licences, permissions, authorisations, consents, permits and/or certificates required by law and/or that it otherwise needs for the proper performance of the Contract.

6. Equipment/Materials
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6.1 The Supplier shall be responsible for the provision, care, control, security, insurance and maintenance of any and all equipment/materials provided or utilised by the Supplier to perform the Services and Fulwell accepts no liability for loss of or damage to the equipment/materials otherwise than in consequence of any negligence on the part of Fulwell.6.2 Fulwell may (but is not obliged to) provide a storage area for any equipment/materials provided by the Supplier under Clause 6.1 and, where it does so, the Supplier shall be responsible for ensuring that the storage area is fit for the intended purpose and it is used in a proper, careful and secure manner at the Supplier’s own risk and expense and Fulwell accepts no liability in respect of any such stored equipment/materials otherwise than as a direct result of any
negligence on the part of Fulwell. Fulwell reserves the right to reclaim the storage area upon notification.

6.3 The Supplier shall not use any Fulwell Materials or equipment except as expressly permitted by Fulwell in writing and in accordance with any directions Fulwell may give from time to time.

7. Health/Safety/Fire
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7.1 The Supplier shall comply, and shall ensure that all Supplier Staff comply, with all current UK and Fulwell health, safety and fire legislation and office Codes of Practice and Guidelines.
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7.2 Supplier shall: (a) assess risks to health and safety (including fire) that may affect the Supplier Staff and those that may affect Fulwell and any Fulwell Staff or any third party arising out of or in any way connected with the performance of the Contract and carry out an appropriate risk assessment, and shall take all reasonable steps to eliminate or control such risks, (b) on request, provide Fulwell with a written statement of Supplier’s own safety requirements and a copy of any risk assessment carried out, (c) fully co-operate with Fulwell and any others on health and safety matters as necessary to ensure all reasonably foreseeable risks to health and safety are eliminated or adequately controlled, and (d) consult with Fulwell on the procedures to be followed in the event of serious and imminent danger to any persons arising out of or in any way connected with the performance of the Contract and comply with such procedures.

8. Hire or Loan of Goods. Where the Contract consists of the hire or loan of Goods and, save to the extent caused by the Supplier’s (or any Supplier Staff’s) negligence or failure to exercise reasonable care and skill, Fulwell shall be responsible to the Supplier for any accidental physical loss or damage to the Goods whilst they are in the charge and control of Fulwell provided that the Supplier notifies Fulwell promptly and in writing upon discovery of any such loss or damage.

9. Delivery of Goods
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9.1 The Supplier shall ensure that all Goods are kept in a proper, careful and secure manner at the Supplier’s own risk and expense until the whole or any part thereof are either delivered to Fulwell at the Supplier’s risk and expense or collected by Fulwell at Fulwell's risk and expense from the point of collection in accordance with the delivery instructions as specified in the Purchase Order. The Supplier shall ensure that the Goods are packed in such a manner as to reach Fulwell in good condition, clearly labelled in accordance with the delivery instructions and accompanied by delivery notes specifying the quantity and type thereof and the relevant Purchase Order number.

9.2 Risk and title in Goods shall pass to Fulwell absolutely at such time as Fulwell takes physical possession of the Goods (unless the Contract is terminated prior to Fulwell taking physical possession pursuant to Clause 13 in which case title (but not risk) of any part of the Goods for which payment has been made under the Contract shall vest absolutely in Fulwell at the time of such termination and the Supplier shall (at the Supplier’s risk and expense) promptly deliver up such Goods to Fulwell).
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10. Fulwell’s Remedies
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10.1 Where any Goods, Services and/or Facilities are found by Fulwell, upon delivery (or collection) or performance or subsequently, not to conform with the Contract including any Specifications, Fulwell shall have any one or more of the following rights and remedies (without prejudice to any other remedy available to Fulwell): (a) to accept or reject the whole or any part thereof and, if rejected (and if applicable), to return any Goods to the Supplier at the Supplier’s own risk and expense, (b) to recover from the Supplier any costs incurred by Fulwell in obtaining substitute goods, facilities or services from a third party; (c) to require a refund from the Supplier of sums paid in advance for Goods, Services and/or Facilities that the Supplier has not provided in accordance with the Contract; (d) to claim damages for any additional costs, loss or expenses incurred by Fulwell which are in any way attributable to the failure of the Goods, Services and/or Facilities to conform with the Contract, and (e) to terminate the Contract under Clause 14 below.

11. Indemnity and Insurance

11.1 The Supplier shall indemnify Fulwell and the Fulwell Staff against all costs, damages and expenses (including reasonable legal costs) losses and liabilities (including any direct, indirect or consequential losses, loss of profit, loss of reputation) and all interest and penalties which they may suffer or incur as a result of or in connection with: (a) the Supplier’s breach or non- compliance with its obligations, representations or warranties under the Contract; (b) the act, omission, negligence or default of the Supplier or the Supplier Staff in connection with the performance of the Contract; (c) any claim made against Fulwell and/or any Fulwell Staff by a third party made as a result of the Supplier’s and/or any Supplier Staff’s acts or omissions (including for (i) death, personal injury or loss of or damage to property, and/or (ii) actual or alleged infringement of any third party intellectual property rights supplied under or used in connection with the Contract); and/or (d) any claim made against Fulwell and/or Fulwell Staff by a third party arising out of or in connection with the supply of the Goods, Services and/or Facilities to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier or any Supplier Staff.

11.2 During the Contract Period and for a period of two (2) years afterwards, the Supplier shall arrange and maintain with a reputable insurer adequate Public Liability Insurance, and, where applicable, Product Liability Insurance and/or professional indemnity insurance, with an adequate indemnity limit which shall be no less than two million pounds (£2,000,000) in respect of any one claim or incident and with scope of cover appropriate to the Goods, Facilities and/or Services provided under the Contract. The Supplier agrees to provide copies of such insurance policies to Fulwell on Fulwell's written request.

11.3 Where the Supplier engages a sub-contractor in accordance with Clause 18 , the Supplier shall ensure that the insurance requirements as specified in Clause 11.2 extend to cover the legal liabilities of the sub-contractor or that the sub-contractor holds its own insurance in accordance with Clause 11.1 .
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11.4 The Supplier shall be responsible for insuring any and all materials/equipment provided by the Supplier under the Contract against loss or damage and liabilities to third parties in respect of such equipment.
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12. Clearance of Third Party Rights. Except as otherwise agreed in advance in writing by Fulwell, the Supplier warrants that it has obtained (or shall, prior to the supply/rendering of the relevant Goods, Services and/or Facilities) shall obtain all necessary consents, licences, permissions and/or clearances in respect of third party rights (whether intellectual property rights (including copyright) or otherwise) and shall indemnify and hold Fulwell and the Fulwell Staff harmless in respect of the same so that Fulwell shall be fully entitled to use the Goods, Facilities and/or Services provided (including the results and products thereof) without liability to any third party. The Supplier warrants and represents that the Supplier is the lawful owner or licensee of any software programs or other materials used by the Supplier in the provision of the relevant Goods, Facilities and/or Services.

13. Confidentiality.   Supplier (a) shall keep strictly confidential at all times during or after the Contract Period any and all information relating to the business of Fulwell including but not limited to trade secrets, programme ideas, stories in any stage of development, titles, production methods, technical or financial data, or any other confidential or proprietary information, documentation, photographs or material used or owned by or relating to the programmes, films, operations or processes which is obtained as a result of its relationship with Fulwell pursuant to the Contract, and (b) will not disclose or permit the disclosure of such information to any person, firm or company (other than to its auditors and other professional advisers and its permitted sub-contractors on a strictly ‘need to know’ basis and subject to the same confidentiality restrictions as set out in this Clause) or to the media, and will not use such information other than for the purposes of performing the Contract, subject always to any prior specific authorisation in writing by Fulwell prior to any such use or disclosure.
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14. Termination
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14.1 Where Fulwell considers that the Supplier has failed to perform in part or in whole its obligations under the Contract and the failure is in the reasonable opinion of Fulwell capable of remedy, Fulwell shall notify the Supplier accordingly, and the Supplier shall remedy the failure. If the failure is not remedied by the Supplier to the satisfaction of Fulwell within a reasonable period of time from such notification, Fulwell may remedy the failure and recover the costs thereof from the Supplier and/or terminate the Contract.14.2 Fulwell may terminate the Contract with immediate effect by notice in writing to the Supplier: (a) if there has been a material or persistent breach by the Supplier of its obligations under the Contract; (b) if the Supplier undergoes an act or event of bankruptcy, or makes any composition or arrangement with its creditors, or is declared insolvent, or if any order is made or resolution is passed for the winding up of the Supplier, or if it ceases or prepares to cease trading, or if it undergoes the appointment of a receiver or administrator over the whole or any part of its assets; (c) if there is a change of control of the Supplier, where control means the ability to direct the affairs of the Supplier whether by virtue of contract, ownership, shares or otherwise howsoever; (d) if the continued performance of the Contract is prevented by reason of any event beyond the reasonable control of Fulwell or the Supplier (any such occurrence being deemed an event of force majeure); and/or (e) on the provision of ten (10) days’ notice in writing to the Supplier by Fulwell.
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14.3 Termination of the Contract howsoever arising shall: (a) be without prejudice to any right of action accruing or already accrued to either party at the date of termination, and (b) not in itself give rise to a claim by the Supplier for damages or otherwise beyond a claim for payment due under the Contract up to and including the date of termination.
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14.4 Upon termination of the Contract for whatever reason, Supplier shall promptly deliver up to Fulwell at the Supplier’s own risk and expense the whole or any part of the Goods for which payment has been made under the Contract up to and including the date of termination, and any and all Fulwell Materials provided under the Contract up to and including the date of termination. If the Fulwell Materials aren’t delivered up to Fulwell as aforesaid, Fulwell shall be deemed to have irrevocably all powers and authority to enter the Supplier’s premises or any other premises to recover and remove such Fulwell Materials and recover the costs thereof from Supplier. If, as at the date of termination, Fulwell has pre-paid for Services and/or Facilities not yet fulfilled or completed by the Supplier, the Supplier shall promptly on request refund to Fulwell the Contract Price (or such pro-rated share of the same) as relates to such unfulfilled/incomplete Services and/or Facilities.
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14.5 The rights and obligations of either party arising under Clauses 3 , 4.3 , 7 , 11 , 12 , 13 , 25 and 36 shall survive termination of the Contract.
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15. Equal Opportunities Requirements.  The Supplier shall: (a) comply with all current relevant anti-discriminatory legislation (including as relating to equal opportunities, equal pay, and fair employment); and (b) adhere to the current relevant Codes of Practice published by ACAS, the Equal Opportunities Commission, the Commission for Racial Equality and the Department of Employment.
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16. Notices.  Any notice required to be given by either party to the other party under the Contract shall be in writing and served upon the addressee at such address as it may notify to the other party for such purpose and (if none) at the addressee’s address stated on the Purchase Order by prepaid first class mail (airmail if overseas) or by personal delivery and shall be deemed to have been received immediately in the case of personal delivery and at the end of the second business day after posting if posted to an address within the United Kingdom and at the end of the seventh business day after posting if sent to or posted from an address outside the United Kingdom. Copies of all notices to Fulwell must be sent to notices@fulwell73.com.

17. Waiver. The failure of either party to exercise or enforce any right conferred upon it by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise of enforcement thereof at any time(s) thereafter. No waiver of any term or condition of the Contract shall operate as a waiver of another or constitute a continuing waiver.
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18. Assignment/Sub-contracting
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18.1 The Supplier shall not without the prior written consent of Fulwell assign or sub-contract any of its rights or obligations under the Contract to any third party. Fulwell shall be entitled to assign the benefit of the Contract either in whole or in part to any third party without the Supplier’s prior written consent.
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18.2 Any sub-contractor engaged by the Supplier in accordance with Clause 18.1 shall be subject to the same obligations as the Supplier is subject to under the Contract and the Supplier shall do all things necessary to ensure that the sub-contractor complies therewith.

19. No Agency, Partnership or Joint Venture.  Nothing in the Contract shall be deemed to constitute either party as the agent of the other or create a partnership or joint venture between the parties. The Supplier shall have no power to bind Fulwell or to contract in the name of or create a liability against Fulwell in any matter whatsoever.

20. Variation. Any amendment or variation to the Contract shall be made by written agreement between the parties.

21. Severability. The unenforceability of any single provision of the Contract shall not affect any other provision thereof. Each and all of the several rights and remedies provided for in the Contract shall be construed as being cumulative and no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity. The pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.
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22. Injunctive Relief. The sole right of the Supplier with respect to any breach or alleged breach of the Contract by Fulwell shall be limited to the recovery of monetary damages, if any, in an action at law and the Supplier hereby irrevocably waives any right or remedy in equity, including any right to terminate the Contract or to rescind any rights granted to Fulwell under the Contract, or to enjoin or restrain any exercise of the rights acquired by Fulwell under the Contract, other than due to any fraudulent misrepresentation.
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23. Whole Contract. The Contract and any appendices and any documents referred therein constitutes the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiation and discussions between the parties
relating thereto. These Terms do not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to the Contract.
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24. Law. The Contract is governed by and shall be construed in accordance with the laws of England and Wales.
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25. Compliance.  If requested by Fulwell, the Supplier shall provide evidence of compliance with any of the Supplier’s obligations hereunder.
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26. Technical Standards. The Supplier shall comply with all current relevant national and/or international technical standards and procedures.26.
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27. Budgetary Limits. The Supplier shall, where appropriate, comply with the relevant budgetary limits, details of which Fulwell shall provide.
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28. Broadcaster Policy.  Where relevant, the Supplier shall comply with all current relevant broadcaster policies including those contained in the relevant broadcaster’s guidelines, details of which Fulwell shall supply to Supplier on request.
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29. Credits. Any credits awarded to the Supplier in connection with the Contract shall be in accordance with the credit guidelines applicable to the relevant broadcaster and subject to Fulwell's discretion.
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30. Sub-contracting.  Where the Supplier engages a sub-contractor in accordance with Clause 18 , the Supplier shall only use those sub contractors previously approved by Fulwell in writing.
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31. Further Documents. The Supplier shall, and shall procure that any relevant third party shall, promptly do all such acts and execute such documents as Fulwell may reasonably require to vest in or confirm to Fulwell or its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Supplier to Fulwell under the Contract and/or otherwise for the purpose of giving full effect to the Contract.

32. Claims.  The Supplier warrants that the are no potential, threatened or actual claims by against it by any party including, without limitation, its agents or subcontractors in respect of the Services and the Goods and any intellectual property rights.

PART B: ADDITIONAL TERMS FOR SERVICES

33. Rights
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33.1 The Supplier hereby exclusively grants and assigns to Fulwell with full title guarantee (where applicable by way of present assignment of future copyright) all rights including the entire worldwide copyright and all rights of action of whatsoever nature in and to the products of the Services hereunder, including the benefit of any assignments from employees, licensees, individuals, Supplier Staff, agents or sub-contractors engaged by the Supplier (which assignments the Supplier hereby warrants have been granted to the Supplier with full title guarantee) throughout the world for the full period of copyright, together with all and any renewals and extensions thereof and thereafter (insofar as the Supplier is able to grant the same) in perpetuity to the extent permitted by law and so that such assignment shall be without reservation or condition and so that no right of any kind, nature or description is reserved by the Supplier. For the purpose of United States copyright law, products of the Services shall be deemed “works made for hire” for Fulwell.
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33.2 The Supplier grants to Fulwell all consents and permissions necessary to enable Fulwell to make the fullest use of the product of the Supplier’s services hereunder under the Copyright, Designs and Patents Act, 1988 and any amendment thereto and the Services of all or any approved substitutes, employees, licensees and sub-contractors of the Supplier and the benefit of waivers of all moral rights from the same. The Supplier recognises that Fulwell has the unlimited unconditional right to reproduce, broadcast, communicate to the public, distribute, promote, sell, edit, copy, alter, add to, take from, adapt, / translate, dub, and/or otherwise exploit the products of the Services as it wishes throughout the universe in any formats, media and manner.
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33.3 Without prejudice to the generality of the assignment of rights set out in Clause 33.1 , the Supplier hereby agrees that such assignment includes any and all rental and lending rights, whether now known or hereafter existing in any country of the world, and the Supplier hereby confirms that the Contract Price includes an equitable pre-payment of any sums which may subsequently become due to in respect of exploitation of the rental and lending and other rights in in the products of the Services and, accordingly, it shall not seek to enforce any rights to equitable remuneration in respect of any rental and lending rights which may accrue pursuant to the Copyright and Related Rights Regulations 1996, save insofar as the said legislation provides for separate payments relating thereto to be collected on the Supplier’s behalf by the relevant national collection agencies (in which case the Supplier’s claim shall be against the collection agency).
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33.4 The Supplier grants to Fulwell any and all consents under the Copyright Designs and Patents Act 1988 (and any modification thereof) as it may require to exploit the products of the Supplier’s Services hereunder. The Supplier hereby waives irrevocably and warrants that the Individual(s) and any agent(s) or subcontractor(s) (including all Supplier Staff) engaged by the Supplier to assist in providing the Services have waived irrevocably the benefits of any provision of the law known as “moral rights” (including, but not limited to, any rights of Supplier, the Individuals, agents, or sub-contractor under Sections 77 and 85 and Sections 205C and 205N of the Copyright Designs Patents Act 1998 and under any resale right arising from EU law) or any similar laws of any jurisdiction.
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33.5 The Parties agree that Fulwell shall be entitled, but not obliged, to exercise the rights granted to it under the Contract and Fulwell has no obligation to use all or part of the Goods, Facilities and/or Services or the products thereof.
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34. Contract for Services.  
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34.1 It is hereby agreed and declared that these Terms refer to and apply to a contract for services and not a contract of employment. Accordingly, the Supplier shall be solely and fully responsible for all the Supplier’s (and any individuals supplied by the Supplier including any Supplier Staff’s) taxes, national insurance, social security contributions, holiday pay, pension entitlement or provision (including but not limited to in respect of any pension auto-enrolment obligations (including as to contributions) that may arise in connection with the Services under the Contract) and other employment rights, matters, liabilities, assessments or claims arising out of or made in connection with the Contract Price payable hereunder or otherwise in respect of the Supplier';s and Supplier Staff’s services hereunder (including, but not limited to, holiday pay (if applicable) or pension, or in respect of any hours worked by the crew, and any individual over and above 48 hours per week) and the Supplier shall indemnify Fulwell against all costs and expenses and any penalty, fine or interest incurred or payable by Fulwell in connection with or in consequence of any such liability, assessment or claim.
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34.2 The Supplier further warrants that all personnel and named individual(s) engaged or procured by the Supplier in any capacity in connection with the Contract shall be entitled to work in the UK in accordance with the Asylum and Immigration Act 1996 (or otherwise in respect of any other locations, in accordance with relevant local laws), and that prior to any such individuals commencing services hereunder, the Supplier shall have verified. via receipt of the relevant documentation (UK or EEA Passport or other relevant visa/document), proving that such
individuals are legally able to work in the UK (or such other location if applicable).
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35. Health/Safety/Fire.  The Supplier shall establish and maintain appropriate health and safety arrangements and up-to-date training or re-training for personnel engaged or procured by the Supplier in any capacity in connection with the Contract. In addition to any skill or work specific health and safety training in respect of their role, general health and safety training to have also been successfully provided within the last three years and prior to commencement of this Contract, for (a) all senior production personnel on the basis of suitable “face to face” management level health & safety course within the last three years and prior to commencement of the Contract, (b) all other personnel on the basis of at least suitable on-line training.
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36. Replacement of Named Individual(s). Where the Contract specifies that the Supplier shall provide named individual(s) to perform in whole or in part the Supplier’s obligations under the Contract, and the individual(s) for whatsoever reason. become unable to do so, the Supplier shall promptly notify Fulwell. Fulwell shall be entitled to terminate the Contract at its entire discretion. If Fulwell elects to continue with the Contract, the Supplier shall, as promptly as is reasonably possible, provide a suitable replacement(s).