1.1 In these Conditions:

‘Charges’ means the Charges for the services as agreed between the parties;

‘Client’ means the Purchaser;

‘Contract’ means the contract between the Client and the Contractor consisting these Conditions, and any other documents (or parts thereof) specified; 

‘Contractor’ means Unipro Consulting Limited;

‘Premises’ means the location where the Services are to be performed, as specified in the Purchase Order;

‘Property’ means the property, other than real property, issued or made available to the Contractor by the Client in connection with the Contract.

‘Purchase’ means the document setting out the Client’s

‘Order’ requirements for the Contract;

‘Services’ means the services to be provided as specified in the Purchase Order and shall, where the context requires, include any and all materials, articles and goods to be supplied under the Contract; and

‘Staff’ means the Contractor and its employees, agents, representatives and sub-contractors.

‘Working’ any day other than a Saturday, Sunday or public holiday.

1.2    The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.


2.1 These Conditions may only be varied with the written agreement of the Client. 

2.2 The performance of Services by the Contractor pursuant to the Purchase Order shall constitute acceptance of these Conditions where acceptance has not previously been communicated.

2.3 The Client reserves the right by notice to the Contractor to vary the Services and any alteration to the Contract price or the completion date arising by reason of such modification shall be agreed between the parties and evidenced in writing.


3.1 The Contractor is deemed to have inspected the Premises before tendering so as to have understood the nature and extent of the Services to be carried out and satisfied itself in relation to all matters connected with the Services and Premises.

3.2 The Client shall, at the request of the Contractor, grant such access to the Premises as it may deem to be reasonable for the purpose of the Services.


In carrying out the Services the Contractor shall act as an independent Contractor, and as principal and not as the agent of the Client. and nothing in the Contract shall create the relationship of employer and employee, principal and agent or a partnership.


5.1 The Contractor shall take all reasonable steps to satisfy itself that its employees or sub-contractors (or their employees) are suitable in all respects to perform the Services.

5.2 The Contractor shall immediately notify the Client if they have any concerns regarding the propriety of any of its sub-contractors in respect of work/services rendered in connection with this Contract.

5.3 The Contractor, its employees and sub-contractors (or their employees), whilst on the Client’s premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time.

5.4 The Contractor shall ensure the security of all the Property whilst in its possession, during the supply of the Services, in accordance with the Client’s reasonable security requirements as required from time to time.


The Contractor shall begin performing the Services on the date stated in the Contract and shall complete or continue to perform the Services for the period agreed.  Time for performance of the Services shall be of the essence for the purposes of the Contract.  The Client may by written notice require the Contractor to execute the Services in such order as the Client may decide.


The Contractor warrants and represents to the Client that the Contractor and its Staff are properly trained, qualified, and adequately skilled and competent to the levels necessary to undertake the Services.


8.1 The Client undertakes to pay valid invoices within 30 days of receipt from the day of physical or electronic arrival at the nominated address of the Client.

8.2 A valid invoice is one that is:

– for the correct sum; 

– in respect of goods / services supplied or delivered to the required quality (or are expected to be at the required quality); 

– which has been delivered to the nominated address.

8.3 The Contractor shall be exclusively responsible for the discharge of any income tax in relation to its Staff or such similar liability arising out of remuneration of the performance of the Services under the Contract.  


The Contractor shall keep and maintain records to the satisfaction of the Client of all expenditure which are reimbursable by the Client and costs incurred in connection with any of the Contractor’s Staff paid for by the Client.  The Contractor shall on request afford the Client or its representatives such access to those records as may be required by the Client in connection with the Contract.


Copyright in all reports and other documents and materials arising out of the performance by the Contractor of their duties under this Contract are to be assigned to and shall vest in the Client absolutely.


11.1 The Contractor shall have in force and shall require any sub-contractor to have in force with an insurer of good repute:

11.1.1 employer’s liability insurance in accordance with any legal requirements for the time being in force; 

11.1.2 such other adequate and suitable insurance as required under contracts of the nature of the Contract.


12.1 The Contractor shall and shall procure that its staff keep secret and do not disclose any information of a confidential nature obtained by reason of the Contract except information which is in the public domain otherwise than as required to be by reason of a breach of this Condition or disclosed by law.

12.2 The Contractor shall use, disclose or allow access to any data produced as a result of the Contract in accordance with the Client’s strict instructions and only to the extent that is specifically necessary for the purposes of the Contract.

12.3 The Contractor shall store or process such Personal Data provided as a result of the Contract only at site specifically agreed by the parties in writing in advance and shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. 


13.1 The Contract may be terminated by the Client giving to the Contractor at least 30 days notice in writing. 

13.2 In the event of any breach of the Contract by either party, the non-breaching party may serve a notice on the party in breach requiring the breach to be remedied within a period specified in the notice which shall be reasonable in all the circumstances.  If the breach has not been remedied by the expiry of the specified period, the non-breaching party may terminate the Contract with immediate effect by notice in writing.

13.3 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.

13.4 The Client may terminate the Contract with immediate effect by notice in writing to the Contractor if at any time:-

13.4.1 the Contractor passes a resolution that it be wound-up or that an application be made for an administration order or the Contractor applies to enter into a voluntary arrangement with its creditors;

13.4.2 a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Contractor’s property, assets or any part thereof;

13.4.3 the court orders that the Contractor be wound-up or a receiver of all or any part of the Contractor’s assets be appointed; 

13.4.4 the Contractor is unable to pay its debts;

13.4.5 the Contractor is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors;

13.4.6 the Contractor is convicted (or being a company, any officers or representatives of the Contractor are convicted) of a criminal offence related to the business or professional conduct;


Any notices to be given under the Contract shall be delivered personally or sent by post or by electronic transmission to the address set out in the Contract.  Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by electronic transmission, 12 hours after proper transmission.


The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract.


If any provision under the Contract is or becomes unenforceable, void or invalid, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.


No delay or omission by the Client in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.


The Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation or otherwise) in employment.


The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with Common Law.