Terms and Conditions for Suppliers

  1. About us

    1. Company details. Dialexy Ltd (company number (SC465865)) (we and us) is a company registered in Scotland. Our registered office and trading address is at Argyle House - Codebase, 3 Lady Lawson Street, Edinburgh, EH3 9DR, Scotland, UK. Our VAT number is GB 286 7233 70. We operate the website https://dialexy.com.

    2. Contacting us. To contact us, telephone our customer service team at +44 (0) 131 516 1625 or e-mail info@dialexy.com. How to give us formal notice of any matter under the Contract is set out in clause 16.2 (Communications between us).

  2. Our contract with you

    1. Our contract. These terms and conditions (Terms) apply to the order by us and supply of Services by you to us (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

    3. Language. These Terms and the Contract are made in the English language. Where available and requested by you, we may provide you with a copy of these Terms in another language. However, in case of disagreement between the English language version and the foregoing language version of the Contract, the English version shall always prevail.

    4. Your copy. You should print a copy of these Terms or save them to your computer for future reference.

  3. Basis of contract

    1. The order for the supply of Services as set out in our purchase order form (the “Order”) constitutes an offer by us to purchase Services in accordance with these Terms. Each Order, once accepted or deemed to be accepted pursuant to these Terms, is a separate Contract between you and us.

    2. For the purposes of these Terms:

      1. “Deliverables” means all documents, products and materials developed by you as part of or in relation to the Services in any form or media, including translations (including drafts); and

      2. “Services” means the services, including any Deliverables, to be provided by you under the Contract, as set out in the Order.

    3. The Order shall be deemed to be accepted on the earlier of:

      1. You accepting the Order in writing by replying to the email containing the Order;

      2. You clicking on the Accept button in the Dialexy portal; or

      3. any act by you consistent with fulfilling the Order made or taken within a period of 3 working hours from receipt of the Order

      at which point and on which date the Contract shall come into existence (Commencement Date).

  4. Supply of Services

    1. From the Commencement Date and for the duration of the Contract you shall provide the Services to us in accordance with the terms of the Contract.

    2. You shall meet any performance dates for the Services and the provision of the Deliverables specified in the Order or that we notify to you and time is of the essence in relation to any of those performance dates.

    3. In providing the Services, you shall:

      1. co-operate with us in all matters relating to the Services, and comply with all our instructions;

      2. provide us with such information as we may reasonably require from time to time, and ensure that such information is complete and accurate in all material respects;

      3. perform the Services with the best care, skill and diligence in accordance with best practice in your profession;

      4. ensure that the Deliverables will be free from errors and defects;

      5. comply with all applicable laws and regulations which may apply from time to time to the provision of the Services;

      6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services;

      7. hold all materials, specifications and data supplied by us to you (Our Materials) in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose or use Our Materials other than in accordance with our written instructions or authorisation; and

      8. not do or omit to do anything which may cause us to lose any licence, authority, consent or permission on which we rely for the purposes of conducting our business, and you acknowledge that we may rely or act on the accuracy of the translations undertaken by you.

    4. If you fail to perform the Services by the applicable dates, we shall, without limiting or affecting other rights or remedies available to us, have one or more of the following rights:

      1. to terminate the Contract with immediate effect by giving written notice to you;

      2. to refuse to accept any subsequent performance of the Services which you attempt to make;

      3. to recover from you any costs incurred by us in obtaining substitute services from a third party;

      4. to require a refund from you of any sums paid in advance for Services that you have not provided; and

      5. to claim damages for any additional costs, loss or expenses incurred by us which are in any way attributable to your failure to meet such dates.

    5. These Terms shall extend to any substituted or remedial services provided by you.

    6. Our rights under the Contract are in addition to our rights and remedies implied by statute and common law.

  5. Our obligations to you

    1. We shall provide you with such necessary information for the provision of the Services as you may reasonably request.

  6. Fees

    1. The Fees for the Services shall be set out in the Order and shall be the full and exclusive remuneration in respect of the performance of the Services. Unless otherwise agreed in writing by us, the Fees shall include every cost and expense of you directly or indirectly incurred in connection with the performance of the Services.

    2. You shall invoice us on completion of the Services. Each invoice shall include such supporting information required by us to verify the accuracy of the invoice, including the relevant purchase order number.

    3. In consideration of the supply of the Services by you, we shall pay the invoiced amounts within thirty (30) days of the date of a correctly rendered invoice to a bank account nominated in writing by you.

    4. All amounts payable by us under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by you to us, we shall, on receipt of a valid VAT invoice from you, pay to you such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

    5. If we fail to make a payment due to you under the Contract by the due date, then we shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after court judgment obtained by you. Interest under this clause 6.5 will accrue each day at one (1) % a year above the Bank of England's base rate from time to time.

    6. You shall maintain complete and accurate records of the time spent and materials used by you in providing the Services, and shall allow us to inspect such records at all reasonable times on request.

    7. We may at any time, without notice to you, set off any liability of you to us against any liability we have to you, whether either liability is present or future, liquidated or unliquidated, and whether either liability arises under the Contract. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under the Contract or otherwise.

  7. Intellectual property rights

    1. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.

    2. You hereby assign to us, by way of present and future assignation, all right, title and interest in all existing and future intellectual property rights in or arising out of or in connection with the Services, including the Deliverables. Insofar as they do not so vest automatically by operation of law or under the Contract, you hold legal title in such rights and inventions on trust for us.

    3. You shall, promptly at our request, do or procure to be done all such further acts and things and the execution of all such other documents as we may from time to time require for the purpose of securing for us the full benefit of the Contract, including all right, title and interest in and to the intellectual property rights in or arising out of or in connection with the Services and the Deliverables.

    4. You warrant, represent and undertake that the receipt, use and onward supply of the Services including the intellectual property rights created by or on your behalf in or arising out of or in connection with the Services and the materials embodying such rights do not and will not infringe the rights of any third party.

    5. You hereby confirm that all persons have waived any and all moral rights in the materials created as part of the Services to which such persons may now or at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agreed not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such materials, infringes the moral rights of any person.

  8. How we may use your personal information

    1. We will use any personal information you provide to us to:

      1. instruct you and manage your delivery of the Services in accordance with the Contract; and

      2. process payment for the Services.

    2. Further details of how we will process personal information are set out in our privacy policy.

  9. Indemnity and Insurance

    1. You shall indemnify us on demand and in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

      1. any claim brought against us for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding our Materials); and

      2. any claim made against us by a third party arising out of, or in connection with, the supply of the Services.

    2. During the term of the Contract and for a period of one year thereafter, you shall maintain in force, with a reputable insurance company, professional indemnity insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on our request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

  10. Limitation of liability

    1. Nothing in the Contract limits or excludes our liability for:

      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

      2. fraud or fraudulent misrepresentation; or

      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

      4. any other liability which cannot be limited or excluded by applicable law.

    2. Subject to clause 10.1, we will not be liable to you, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or contracts;

      4. loss of anticipated savings;

      5. loss of use or corruption of software, data or information;

      6. loss of or damage to goodwill; and

      7. any indirect or consequential loss.

    3. Subject to clause 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fee paid under the Contract.

  11. Confidentiality

    1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.

    2. We each may disclose the other's confidential information:

      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

  12. Termination

    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven (7) days of you being notified in writing to do so;

      2. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

      4. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

  13. Effects of Termination

    1. On termination of the Contract you must return all of Our Materials. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

    2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect, including Clauses 10 (Limitation of Liability), 11 (Confidentiality) 13 (Effects of Termination), 15 (Non-solicitation), 16 (Communications between us) and 17 (General).

  14. Events beyond control

    1. Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond its reasonable control (Event Beyond Control).

    2. If an Event Beyond Control takes place that affects the performance of either party’s obligations under the Contract:

      1. the affected party will contact the other as soon as reasonably possible to notify them; and

      2. the affected party’s obligations under the Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Event Beyond Control provided that if the period of delay or non-performance continues for one (1) week, the party not affected may terminate the Contract by giving immediate written notice to the affected party.

  15. Non-solicitation of our clients

    1. In order to protect our legitimate business interests, you shall not (except with our prior written consent) solicit or entice away (or attempt to solicit or entice away) from us the business or custom of any firm, company or person who has been serviced by you as one of our clients for the Services during the period that you are providing the Services and for a period of six (6) months following termination or expiry of the Contract.

  16. Communications between us

    1. When we refer to "in writing" in these Terms, this includes email.

    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

    3. A notice or other communication is deemed to have been received:

      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

      3. if sent by email, at 9.00 am the next working day after transmission.

    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

  17. General

    1. Assignation, transfer and other dealings.

      1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.

      2. You may only assign, transfer, subcontract or deal in any other manner with any of your rights or your obligations under the Contract to another person if we agree in writing.

    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    5. No partnership or agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either party the agent of another party, or authorise either party to make or enter into any commitments for or on behalf of any other party.

    6. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

    7. Governing law and jurisdiction. The Contract is governed by, and shall be construed in accordance with, Scots law and we each irrevocably agree to submit all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.