GES EMEA Policy Documents

Terms and Conditions of Purchase

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Terms and Conditions of Purchase Page 8 of 18 March 2021 6.16 This contract is for the provision of the Deliverables and not for the provision of personnel to us by you. Any personnel that you use or instruct or engage with (whether directly or indirectly) in order to fulfil your obligations under this contract ("Personnel") shall not become employed by us and nothing contained in this contract shall be construed as or have the effect of constituting any relationship of employer and employee between us and any Personnel. 6.17 You shall be fully responsible for and shall indemnify us and keep us indemnified in respect of any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or in connection with any payment or benefit received by any Personnel in connection with any services performed under this contract or the provision of the Deliverables, where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim. 6.18 You shall indemnify us and keep us indemnified against any liability arising from any employment-related claim or any claim based on "worker" status (including reasonable costs and expenses) brought by any Personnel against us. 6.19 You shall provide such prompt and diligent cooperation, information, documentation and assistance as we may from time to time require to allow us to determine whether any Personnel are or will be within the rules in Chapter 8 or 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 ("IR35") or are or will be deemed to be employed by us for tax purposes and, if we decide that IR35 applies or any Personnel are employed by us for tax purposes, to deduct and account for tax or national insurance contributions from the amounts due from us to you under this contract. 7 Rights 7.1 Any rights which you are contracted to supply must be provided to us in accordance with sections 7.2 or 7.3 as applicable. 7.2 This sub-section will apply to the following types of contract right: where the contract expressly identifies particular rights as covered by it; where the rights in question are evidently not unique to our Deliverable (for instance you evidently supply the same thing, in the relevant respect, to others); or if those rights evidently derive from a third party of whom the same would be true (for instance you supply software on what you have told us is a proprietary third party platform). In those cases we are not to expect full ownership of those rights. You will however validly licence those rights to us, or procure them to be validly licensed to us, on the following terms: assignable; royalty- free; covering usage for any likely intended purpose; and free of any obligation on us save such as we expressly agree in the contract or as are the minimum reasonably necessary for the maintenance of the right in question. 7.3 This sub-section will apply to all contract rights to which section 7.2 does not. In that case you will transfer to us, or procure to be transferred to us, with full title guarantee the ownership of those rights to the full extent (including as to territory) that we reasonably need them for our intended purposes, and to the full extent of any wider rights available to you. You will execute any documents and make any declarations reasonably required by us, now or in future, to transfer those rights, you will not exploit those rights save for us or with our written consent, and you will (to the extent not yet

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