a.1 – In this agreement the following words and phrases shall have the following meanings unless the context requires a different meaning.
Such other advertising services as may be agreed between the parties during the term from time to time.
Wording as agreed in schedule 1 and as may be amended from time to time with the written agreement of both parties.
£995 + VAT.
(i) The General Data Protection Regulation (GDPR) and any related legislation which applies in the UK including, without limitation, the Data Protection Act 2018.
(ii) The Privacy and Electronic Communications (EC Directive) Regulations (2003) and any successor or related legislation.
(iii) All other applicable laws and regulations relating to the processing of personal data and/or special categories of personal data and/or governing individuals’ rights to data privacy, including statutory instruments.
All the advertising and promotional materials produced by or on behalf of the service directory supplier, to be used in connection with the sale or supply of products and services.
‘National Council for Voluntary Organisations’ and ‘NCVO’.
National Council for Voluntary Organisations, whose registered office is at Society Building, 8 All Saints Street, London N1 9RL. Company registration number: 198344. Charity registration number: 225922.
National Council for Voluntary Organisations Trading Limited is a private company limited by guarantee (03537225) and is a wholly owned subsidiary company of NCVO.
Any organisation which is either:
The goods, products or services of the supplier as described in service directory listing and such other goods, products or services as may be expressly agreed in writing between NCVO and the service directory supplier from time to time.
Service directory supplier.
In respect of any products or services, the service directory supplier’s standard price for those products or services (exclusive of VAT) as generally advertised by the supplier (which shall be notified in writing by the supplier to NCVOTL from time to time).
The period of twelve months from the date of this agreement.
a.2 ‒ In this agreement, where the context so requires, the singular includes the plural and vice-versa.
a.3 ‒ In this agreement, references to statutory provisions include any provisions that amend, replace or supplement them.
1.1 – The service directory supplier hereby grants NCVOTL a royalty-free, non-exclusive licence in the United Kingdom to use the supplier name for the purposes of providing the service directory listing or advertising services for the term in accordance with the terms and conditions of this agreement.
2.1 – In consideration for the fee, NCVOTL agrees that it shall:
2.2 – provide the service directory listing on NCVO’s website for the service directory supplier during the term
2.3 – in relation to any complaints received from NCVO-related organisations in relation to products or services purchased from the services directory supplier, notify the supplier of the complaint within five normal working days of receipt of the complaint.
The service directory supplier agrees with NCVOTL that it shall do the following.
3.1 – Pay the fee (plus value added tax at the prevailing standard rate) to NCVOTL within seven working days of receipt of invoice.
3.2 – Provide NCVOTL with the content for the service directory listing as set out in schedule 1.
3.3 – Pay to NCVOTL such other fees (plus value added tax at the prevailing standard rate) as may be agreed between the parties for the provision of other services or benefits which NCVOTL agrees to provide to the service directory supplier including advertising services. Such fees to be paid within 30 days of NCVOTL providing the service directory supplier with an invoice.
3.4 – Not use NCVO’s or NCVOTL’s name or logo in connection with any advertisement or any other promotional material or the sale or supply of products or services.
3.5 – Not represent that charitable contributions (as defined in section 58 of the Charities Act 1992) are to be given to or applied for the benefit of NCVO in the course of any promotional venture as defined in that Act.
3.6 – Not represent that NCVO or NCVOTL endorse or approve any of the products, goods, activities or services of the services directory supplier.
3.7 – Not bring NCVO, NCVOTL, their names or logos into disrepute in any way, nor carry out any activities inimical to the objects of NCVO, or which could adversely affect the fundraising activities of NCVO or NCVOTL or their relations with members, donors or other persons.
3.8 – Ensure that any products supplied by the service directory supplier are of good quality and comply in all respects with all relevant statutory requirements, including the requirements of the Consumer Protection Act 1987.
3.9 – Ensure that any services provided by the service directory supplier are:
3.9.1 – provided with all due skill, care, timeliness and diligence and (without limiting the generality of this clause) in accordance with good industry practice
3.9.2 – undertaken by appropriately skilled, experienced and qualified staff.
3.10 – Ensure that the sale or provision of the products or services complies with all applicable legal requirements, in particular (without prejudice to the generality of this clause) the requirements of the GDPR.
3.11 – Ensure that, in relation to any complaints received as a result of the service directory listing in relation to products or services purchased from the service directory supplier:
3.11.1 – they are answered by the service directory supplier in full within ten normal working days or, in exceptional circumstances, a detailed progress report is provided within such time
3.11.2 – the service directory supplier shall notify NCVOTL of the complaint within two normal working days of receipt of the complaint.
4.1 – If any dispute arises out of this agreement, the parties shall attempt to settle it by negotiation.
4.2 – If the parties are unable to settle any dispute by negotiation within 21 days, any party may refer the dispute to the Centre for Effective Dispute Resolution (CEDR) for mediation in accordance with the CEDR’s model mediation procedure for the time being in force.
4.3 – If a dispute is referred to CEDR the parties shall engage with the model mediation procedure in good faith and no party may start legal proceedings until such procedure is complete.
4.4 – This clause shall not apply after a notice of termination has been served in accordance with clause 5.
5.1 – This agreement shall last for the term unless extended or terminated earlier by any party as provided in the following provisions of this clause.
5.2 – This agreement may be extended for a further term of twelve months by receipt of payment by Supplier no later than one month after the twelve month anniversary of this agreement.
5.3 – NCVOTL may terminate this agreement immediately (or on such notice as it thinks fit):
5.3.1 – if the service directory supplier, its servants or agents or licensees do anything which in the reasonable opinion of NCVOTL:
5.3.1.1 – brings the names or logo or reputation of NCVO or NCVOTL into disrepute in any way
5.3.1.2 – is inimical to the charitable objects of NCVO
5.3.2 – if the service directory supplier fails to pay any sum due to the NCVOTL after the due date and NCVOTL has given the service directory supplier 30 days’ written notice requiring it to pay and the service directory supplier has failed to pay in the 30 day period.
5.4 – Any party may terminate this agreement by giving notice to the other parties at any time if:
5.4.1 – any other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so
5.4.2 – any other party repeatedly breaches any of the terms of this agreement
5.4.3 – any other party (being a company) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is either unable to pay his or her debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply
5.4.4 – any other party is unable to pay its debts, or has no reasonable prospect of doing so, or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party
5.4.5 – a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party
5.4.6 – an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party
5.4.7 – a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver
5.4.8 – a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party
5.4.9 – any other party, being an individual, is the subject of a bankruptcy petition or order
5.4.10 – a creditor or encumbrance of another party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days
5.4.11 – any event occurs, or proceeding is taken, with respect to another party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 5
5.4.12 – any other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business
5.4.13 – any other party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation
5.4.13 – there is a change of control of the other party.
5.5 – Either party may terminate this agreement prior to the end of the term by giving to the other at least three calendar months’ notice.
5.6 – Except as expressly provided herein, all payments under this agreement will be irrevocable, non-refundable, and non-creditable unless there has been breach under clause 6.4.
6.1 – The provisions of this agreement shall continue to apply following termination of this agreement (however terminated) so far as may be necessary to give effect to the rights and remedies of the parties under it.
6.2 – Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor will it affect the continuance in force of any provision of this agreement which is expressly or impliedly intended to continue in force after such termination.
6.3 – The parties’ obligations of confidentiality under this agreement shall survive for the period of five years from the date of termination of this agreement, however it is terminated.
6.4 – Termination of this agreement shall be without prejudice to any rights that have accrued under this agreement.
7.1 – The parties shall use all reasonable endeavours to ensure that confidential information is only used for the purposes of this agreement and shall not be disclosed to anyone else except with the prior written agreement of the party from which the confidential information was obtained.
7.2 – In this clause, ‘confidential information’ means any information of a confidential nature obtained under this agreement, or relating to this agreement including information of any kind relating to another party’s business activities, practices, finances, strategic plans, ideas, designs and innovations, but not including information:
7.2.1 – in the public domain (otherwise than by breach of this agreement)
7.2.2 – in the lawful possession of the receiving party before the date of this agreement (other than through liaison between the parties before and in anticipation of this agreement)
7.2.3 – obtained from a third party free to divulge it
7.2.4 – required to be disclosed by a court or other competent authority
7.2.5 – properly disclosed on a confidential basis to staff, agents or professional advisers of the respective parties, for the purposes of this agreement.
7.3 – Under normal circumstances NCVO will not share any personal data with the service directory supplier, if there is such an occurrence then the service directory supplier agrees that any data will be handled in accordance with GDPR legislation and will be:
7.3.1 – restricted access to only those individuals that need it
7.3.2 – kept secure and encrypted if necessary
7.3.3 – deleted when the purpose for which it was supplied has been completed.
7.4 – If any data breach or security issue relating to personal data supplied by NCVO occurs, then the service directory supplier must report the incident to NCVO within 24 hours.
8.1 – The service directory supplier indemnifies NCVO and NCVOTL in respect of all costs, claims, loss or liability whatsoever suffered by them (including legal costs and disbursements) as a result of any claim made or threatened against them:
8.1.1 – for breach of any rights of any person in respect of the uses of the supplier logo contemplated by this agreement
8.1.2 – however arising out of the sale or supply of any products or services.
9.1 – Except in respect of death or personal injury caused by NCVOTL’s negligence (for which no limitation applies), NCVOTL shall not be liable to the service directory supplier in respect of the matters described in clause 9.2.
9.2 – The matters specified in clause 9.1 are: any loss of profit, loss of business, loss of revenue, loss of anticipated savings or loss of use or value or any indirect, special or consequential loss however arising by reason of any:
9.2.1 – representation (unless fraudulent)
9.2.2 – implied warranty, condition or other term
9.2.3 – duty at common law
9.2.4 – express term of this agreement.
9.3 – Except in respect of death or personal injury caused by the negligence of NCVOTL (for which no limitation applies), the entire combined liability of NCVOTL under or in connection with this agreement shall not exceed a sum equivalent to the annual sum of the fee paid to NCVOTL under this agreement.
10.1 – No party shall be liable for any delay in performing any of its obligations under this agreement if such delay is caused by an event beyond its control.
10.2 – A party experiencing an event beyond its control shall give the other parties full particulars of the circumstances and use all reasonable endeavours to resume performance as soon as possible.
11.1 – This agreement is the exclusive statement of the agreement between the parties in relation to the advertising services, service directory listing, the sales of products or services and the uses of the names, supplier name and supplier logo and supersedes all previous communications, representations, arrangements and agreements between the parties in relation to those matters.
11.2 – No party has relied on (and hereby waives all right to make a claim in respect of) any representation, arrangement, understanding or agreement not expressly set out in this agreement.
11.3 – No variation of this Agreement shall be effective unless agreed in writing signed by or on behalf of the parties.
11.4 – This agreement includes the schedules but if there is any discrepancy between the terms of the schedules and the terms of the main body of this agreement, the terms of the main body of this agreement shall prevail.
12.1 – Any notice to be given by a party to another under this Agreement shall be given in writing and may be personally delivered, or sent by recorded delivery to the address of the other parties as set out in clause 12.2 or as otherwise notified in writing, or by transmission to the email address specified in clause 12.2 or to such other email address as may be notified in writing for the purpose.
12.2 – NCVOTL address for notices:
Society Building
8 All Saints Street
London
N1 9RL
Email: enterprise@ncvo.org.uk.
12.3 – Any personally delivered, or emailed notice shall be deemed received on the day it was delivered or sent, if it was delivered or sent on a working weekday before 17.00 and otherwise on the next working weekday.
13.1 – Each party hereby appoints a representative (Contact Officer) to act as the primary contact with the other party. The Contact Officer shall have full authority to take all necessary decisions regarding the advertising services, service directory listing and the sale or supply of products or services, as applicable.
14.1 – No forbearance, delay or indulgence by any party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party. Nor shall any waiver of rights in respect of any breach of this agreement operate as a waiver of any rights in respect of any other breach.
14.2 – No right, power or remedy under this agreement is exclusive of any other available right, power or remedy and each such right, power or remedy may be cumulative.
15.1 – If any provision of this agreement is or becomes to any extent invalid or unenforceable under any applicable law then the remainder of this agreement shall continue in full force and effect.
15.2 – If this happens then the parties shall negotiate in good faith to amend the provision concerned in such a way that, as amended, it is valid and enforceable and, to the maximum extent possible, meets the original intention of the parties.
16.1 – The parties are neither partners nor joint venturers. This agreement is not intended to nor shall it create any agency, partnership or joint venture.
16.2 – The service directory supplier shall not hold itself out as being entitled to represent or bind NCVOTL in any way and NCVOTL shall not hold itself out as being entitled to represent or bind the service directory supplier in any way.
17.1 – The service directory supplier shall not assign, transfer, charge or deal in any other manner with this agreement or any of its rights under it, nor sub-contract any or all of its obligations under this agreement, without the prior written consent of NCVOTL.
18.1 – This agreement does not and is not intended to provide any person who is not a party to the Agreement with any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.1 – This agreement is governed by and shall be construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
20.1 – If the service directory supplier is not a single person but instead comprises two or more contracting persons, then the liability of those persons is joint and several.
The service directory listing will include the following information.
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