Terms & Privacy
Standard Terms of Business for contracting Rush Group Limited and its group companies
The supply of all services (which shall include all materials and deliverables) by Rush Group Limited and its group companies (“Rush”) is subject to these Standard Terms.
Rush operates as a group of individual businesses transacting separate lines of business. The rights and obligations of Rush as a party to the agreement, and its liability to the Client do not extend beyond the specified agency, except to the extent any other group business is explicitly and separately identified in the agreement as having rights and obligations in relation to the Client.
All services must be specified in writing in a Letter of Engagement (“LOE”) which contains an authorised contract number.
Both the Client and Rush will be required to sign the LOE and in so doing, the Client automatically accepts these Standard Terms (together comprising the “Agreement”).
1 INTELLECTUAL PROPERTY RIGHTS, TITLE AND RISK
For the purposes of this clause 1, “Intellectual Property” means any and all rights in and to all inventions, patents, utility models, designs (both registered or unregistered), database rights, rights in software, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
1.1 The Intellectual Property together with all image and moral rights in all materials and deliverables as specified in the LOE, including but not limited to artwork, photography, footage (in all forms of media), copy and other work produced as a result of the Agreement shall be the property of Rush. Rush shall grant the Client a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property in the materials and deliverables for the purposes of receiving the benefit of the Services in accordance with this Agreement.
1.2 On payment in full by the Client of all Charges due to Rush (defined in 2.1 below), any Intellectual Property owned by Rush relating to the specific items provided for the Client as part of the Services may be assigned to the Client, at Rush’s discretion, subject to payment by the Client of any assignment costs.
1.3 All Intellectual Property which pre-dates the Agreement or was developed by Rush (or any third party for the benefit of Rush) independently of the Services provided under the Agreement shall be retained by Rush.
1.4 Where physical goods are being supplied, risk shall pass to the Client on signature by an authorised Client representative of the Rush delivery documentation accompanying such goods.
2 FINANCIAL
2.1 All fees, costs and expenses (the “Charges”) will be set out in the LOE and are subject to the addition of Value Added Tax at the current rate.
2.2 All invoices issued by Rush are payable within 30 days of presentation.
2.3 The Charges are exclusive of all disbursements and other incidental expenses incurred by Rush on behalf of the Client. Examples of these disbursements and incidental expenses are in relation to: advertising artwork and mechanical items (i.e. block typesetting), design printing, media monitoring including press cuttings, courier services, prizes and promotional gifts, postage, cost of photocopying and stationery, photography and prints, press material distribution, subsistence, telephone, e-mail charges, travel and accommodation, hospitality and any copyright assignment fees. Such disbursements and incidental expenses shall be stated on the invoice issued by Rush and shall be payable by the Client in accordance with clause 2.2 above.
2.4 Rush reserves the right to add a handling charge of 15% + VAT of the amount of disbursements invoiced with the prior written agreement of the Client.
2.5 Rush reserves the right to negotiate a revised fee and expense structure in the event that the requirements of the Client change and such changes are accepted by Rush.
2.6 No payments will be made to third parties on behalf of the Client without receipt by Rush in cleared funds of the required amount 14 days in advance of the date payment is due to the third party. Rush shall be entitled to charge the Client all costs relating to any arrangement which is entered into by Rush on behalf of a client.
2.7 Rush acts as the Client’s agent when incurring expenditure in relation to the provision of Services and the Client is responsible for the correct tax treatment of all such disbursements and incidental expenses.
2.8 Rush reserves the right to charge interest at a daily rate of 3% above the base rate for each day that any invoice remains unpaid 28 days after payment has fallen due, but no interest will be charged without prior written notice being given to the Client.
2.9 In the case of default on payment of any Charges due to Rush, Rush reserves the right to withdraw the Services it is contracted to provide.
3 AMENDMENTS AND CANCELLATIONS
3.1 Rush will take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to cancel any work in the process of preparation insofar as this is possible within the scope of Rush’s contractual obligations to its suppliers.
3.2 Any amendment or cancellation will be implemented by Rush only on the understanding that the Client will be responsible for any Charges incurred as a result of the cancellation or amendment and which cannot be recovered by Rush (including but not limited to Charges arising in relation to third party commitments which have been entered into in connection with the Services), but the Client will have no such responsibility where the request for change arises out of Rush’s default.
3.3 Any amendment to the Agreement may be made only with the mutual consent of the parties as set out in writing, signed by a director.
3.4 In the event of any changes in legislation, Rush retains the right to amend these Standard Terms and will keep the Client informed in writing of any and all such amendments.
4 TERMINATION
4.1 On termination of Rush’s appointment otherwise than by reason of Rush’s default in relation to the services, Rush will be entitled to be paid in respect of all Services rendered and Charges incurred up to the effective date of termination.
4.2 Either party may terminate the Agreement upon giving 30 days’ written notice if the other party is in material breach of any term or condition of the Agreement and has failed (in the case of a breach capable of being remedied) to remedy the breach within 14 business days of a written request to do so. Non-payment of the Charges shall be considered a material breach.
4.3 In addition to any other rights or remedies, either party may terminate the Agreement on written notice if the other party:
4.3.1 being a body corporate, (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction; or
4.3.2 being an individual, (i) is subject to a bankruptcy petition or order made against him, or enters into any composition or arrangement with or for the benefit of his creditors, or (ii) if a receiver (including fixed charge or court appointed), manager, insolvency practitioner or similar officer shall be appointed over the whole or a substantial part of the undertaking, property or assets of that other party.
4.4 For the purposes of clause 4.2 a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
4.5 The termination of the Services for any reason shall not affect those provisions having effect after termination.
4.6 If in Rush’s reasonable opinion, the Client, or any controlled or controlling person of the Client, acts or omits to act in a way which does or may bring Rush into disrepute or would have a materially adverse impact on Rush’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, Rush shall have the right to terminate this Agreement.
5 INDEMNITIES
5.1 The Client will indemnify Rush and its officers and employees against any loss, damage or other liability suffered as a result of any claim or proceedings arising in connection with information, representation, reports, data or material supplied prepared or approved by the Client such material to include press releases, articles, copy, scripts, artwork and detailed plans or programmes unless arising as a result of any fault, negligence or unauthorised act on the part of Rush, its employees or agents.
5.2 The Client will indemnify and keep indemnified Rush and its officers and employees against any loss, damage or other liability in respect of any employee at any time of the Client whether such loss, damage or liability arises before, on or after the date on which the Services commence, save as where such loss, damage or liability arises as a direct result of the negligence of Rush.
6 LIABILITIES
6.1 Nothing in this Agreement shall limit the liability of either Party for death or personal injury resulting from its negligence or for fraudulent misrepresentation or for any liability which cannot be excluded by law.
6.2 Subject to clause 6.1, the following provisions set out the limitations on the liability of Rush to the Client with respect to:
6.2.1 any breach of its contractual obligations arising under the Agreement;
6.2.2 any representation, statement, act or omission given, made or carried out or in connection with the Agreement (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
6.3 Except as expressly set forth in the Agreement, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Services are excluded to the fullest extent permitted by law and in no event shall Rush be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not Rush is advised of the possibility of loss, liability, damage or expense):
6.3.1 loss of revenue;
6.3.2 loss of actual or anticipated profits (including for loss of profits on contracts);
6.3.3 loss of the use of money;
6.3.4 loss of anticipated savings;
6.3.5 loss of business;
6.3.6 loss of operating time or loss of use;
6.3.7 loss of opportunity;
6.3.8 loss of goodwill;
6.3.9 loss of reputation;
6.3.10 loss of, damage to or corruption of data; or
6.3.11 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in clauses 6.3.1 – 6.3.10).
6.3.12 direct financial and other loss not excluded by this clause is accepted by Rush to the limits set out in clause 6.4.
6.4 Except as stated in clause 6.1, the aggregate liability of Rush to the Client with respect to all claims under or in connection with the Agreement shall be limited to damages not exceeding the total Charges payable to Rush under the Agreement in the twelve (12) months immediately prior to the date of any claim or series of connected claims.
6.5 The Client acknowledges that it is responsible for any guests of the Client (“Guests”) and Rush shall not assume any liability for any loss, injury (including death) or damage (i) caused by the Guests or (ii) to the Guests or their property unless the same arises as a result of Rush’s negligence.
6.6 No claim may be brought against Rush’s employees personally.
6.7 Rush may, in its absolute discretion, refuse to enter into any agreement with a third party supplier, in the performance of its Services, where Rush is unable to (i) limit its liability to amounts which do not exceed the available amount of its insurance cover and (ii) exclude its liability for indirect or consequential losses, despite Rush using reasonable endeavours to negotiate the same. If Rush is unable to use an alternative supplier, the Client shall, in respect of the agreement with the third party supplier (i) indemnify Rush for all liabilities which arise above and beyond Rush’s available level of insurance or (ii) enter into the agreement with the third party supplier directly.
7 INSURANCE
7.1 Rush will take out and maintain insurance to cover its legal liabilities under the Agreement to a level appropriate to the Services it is providing. The Client shall be entitled to request a copy of the insurance certificates.
7.2 Rush shall not be required to name the Client as additional insured’s under the policy nor to waive any rights of subrogation in the Client’s favour.
7.3 Rush shall be added by the Client as an additional insured party to any Cancellation Insurance Policies procured by the Client.
7.4 Rush may, in its absolute discretion, refuse to enter into any agreement with a third party supplier, in the performance of its Services, where Rush is unable to (i) limit its liability to amounts which do not exceed the available amount of its insurance cover and (ii) exclude its liability for indirect or consequential losses, despite Rush using reasonable endeavours to negotiate the same. If there are not alternative suppliers, the Client shall either (i) indemnify Rush for all liabilities which arise above and beyond Rush’s available level of insurance or (ii) enter into the agreement with the third party supplier directly.
8 COMPLIANCE ABD ANTI-CORRUPTION REQUIREMENTS
8.1 Each party shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”).
8.2 Each party shall provide such supporting evidence of compliance as the other party may reasonably request.
8.3 Each party (the “Indemnifying Party”) shall indemnify the other party (the “Indemnified Party”) against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, the Indemnified Party as a result of any breach of this clause 8 by the Indemnifying Party or any breach of provisions equivalent to this clause in any subcontract by any subcontractor.
8.4 For the purposes of this clause 8, a person associated with a Party includes any permitted subcontractor of that party.
9 DATA PROTECTION
9.1 Rush will use information provided by the Client for the provision of the Services specified in the LOE.
9.2 Rush is also entitled to use information about the Client for administration and for marketing including advising about Rush’s Services.
9.3 Information provided by the Client may be shown to such agents and contractors on a need-to-know basis for the purpose of providing the Services and this may involve sending it outside the European Economic Area.
9.4 The Client has a right to ask for a copy of the information (which it has provided) held by Rush at any time and to have that information corrected if it is inaccurate.
9.5 Rush is entitled to make a search of the Client with a credit reference agency and may keep a record of that search and share that information with other businesses. In addition this information will be used in assessing credit limits. Rush may also make enquiries about Client company directors with a credit reference agency.
10 STAFFING
10.1 Rush will ensure an adequate level of staffing to provide the services.
10.2 Rush representatives will make themselves available to the Client from time to time at mutually acceptable times and locations to keep the Client fully informed of the progress of the services being provided.
10.3 If the Client’s project requires staff to be DBS checked or equivalent, the Client will be responsible for the additional cost of DBS checks (or such checks as are considered appropriate by Rush) for any staff member (whether from Rush or the Client) who does not already hold a valid, updated DBS certificate or equivalent.
10.4 The Client shall not employ any of Rush’s staff during provision of the services or for a period of one year after the end of the Agreement, without the written consent of Rush.
11 THIRD PARTIES
These terms and conditions set out the rights and obligations as agreed between Rush and the Client only. All work done and advice provided is for the Client’s use and benefit only and Rush’s duty of care is to the Client and not to any third parties. Nothing in the Agreement will confer on any third party any benefit or right to enforce any of these Standard Terms or to rely on any work done or advice provided by Rush.
12 CONFIDENTIALITY
12.1 Rush and the Client shall treat all recommendations and reports submitted by Rush to the Client and paid for by the Client as confidential, unless otherwise agreed. Rush shall treat all information provided to it by the Client as confidential unless otherwise agreed, or unless it is already in the public domain.
12.2 Rush and the Client agree to keep the terms of the Agreement confidential, in particular its financial terms, unless disclosure of the same is required by applicable law.
12.3 The Client acknowledges that Rush may produce one or more case studies summarizing the way in which the Services provided by Rush have been implemented, for internal use and in presentations to other clients or potential clients. Where any such case studies (a) include information beyond what is available in the public domain, or (b) will be used by Rush for promotional and publicity purposes, the content of the case study will be subject to the Client’s review and approval.
13 CLIENT WARRANTIES
13.1 The Client warrants that:
13.1.1 in carrying on its business, it abides by all relevant and applicable laws and regulations, including those relating to economic or trade sanctions, and neither the Client, nor any controlled or controlling person of the Client, is subject to any such sanctions, or will receive any significant benefit in money or otherwise from the work being done by Rush;
13.1.2 it has disclosed to Rush any recent judgments and pending claims of a material nature, or which are likely to adversely affect its or Rush’s good name, reputation, or public image; and
13.1.3 it has in place systems for auditing and investigating fraudulent or illegal activities, security breaches or similar situations and is not aware of any such situation currently existing.
14 GENERAL
14.1 Costs. Each Party shall bear its own costs in connection with the negotiation and completion of the Agreement.
14.2 Assignment and Subcontracting. The Client shall not without the prior written consent of Rush (such consent not to be unreasonably withheld or delayed) assign, transfer (in whole or in part), sub-licence or charge or deal in any manner with the Agreement or the benefit or burden of or the rights thereunder. Rush may sub-contract to another person the performance of any of the services.
14.3 Independence. Nothing in the Agreement shall create, or be deemed to create a partnership or the relationship of employer and employee between the parties and neither party shall have authority to bind the other in any way, except as set out in these Standard Terms.
14.4 Severance. If any provision of these Standard Terms is held by any court or other competent authority to be void or unenforceable in whole or in part, it shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
14.5 Freedom of Information Requests. Where the Client is subject to the Freedom of Information Act (“FOIA”), and receives a request pursuant to the FOIA to disclose information relating to or received from Rush (including the terms of the Agreement), the Client will consult with Rush, and will use reasonable endeavours to identify and redact all commercially sensitive and other material exempt from disclosure, before releasing any such information.
14.6 Notices. All notices between the parties with respect to the Agreement shall be in writing and signed by or on behalf of the party giving it. Any notice shall be duly served (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or recorded delivery or (iii) on sending if sent by email (provided that a copy is also sent by post in accordance with (ii) above), provided that in each case the notice is sent to the address of the addressee in the Agreement or such other address as the addressee may from time to time have notified for the purpose of this clause.
14.7 Good Faith. Neither party will do or omit to do anything which would bring or might be expected to bring the other party into disrepute.
14.8 No Reliance. Neither party shall rely on, any representation, warranty, promise, assurance, undertaking or other provision (whether in writing or not) except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. Accordingly, each of the parties acknowledges and agrees that the only remedy available to it in respect of the subject matter of the Agreement shall be for breach of contract under its terms. Nothing in the Agreement shall exclude liability for fraud or fraudulent misrepresentation.
14.9 Force Majeure. If either party is prevented or delayed by Force Majeure from the performance of any of its obligations under this Agreement (the “Defaulting Party”), then the Defaulting Party shall not be liable to the other party for delay or non-performance of its obligations under the Agreement so affected and such delay or non-performance shall not constitute a breach of the Agreement. “Force Majeure” shall be any act, event, omission, cause or circumstance not within the reasonable control of the party in question, including any strike, lockout or other industrial action, any civil commotion or disorder, riot, invasion, war or terrorist activity or threat of war or terrorist activity, any action taken by a governmental or public authority of any kind (including not granting a consent, exemption, approval or clearance), an event of national significance, any fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster and the death or incapacity of a member of the relevant Royal Family or country leader.
In the event the Client is prevented from performing its obligations for reasons of Force Majeure, Rush shall have the right to receive 10% of the remaining Fees by way of compensation in addition to all Fees for work completed to date and all costs for all work that has been completed, committed or cannot be cancelled.
14.10 Governing Law. These Standard Terms and any dispute or claim arising out of or in connection with the Agreement (including any non-contractual claim or dispute) shall be governed by and construed in accordance with the laws of England and Wales.
14.11 Dispute Resolution
14.11.1 Save that nothing in this clause shall prevent a Party from seeking relief pursuant to section 44 of the Arbitration Act 1996, the Parties shall attempt to resolve any question, dispute or difference as to any matter or thing of whatever nature arising under or in connection with these Standard Terms or the Agreement (a “Dispute”) through negotiations between senior executives of the Parties who shall have authority to settle the same. A Party shall commence the negotiations by serving the other Party with a written ‘request to negotiate’. In conducting the negotiations, the Parties shall meet at least once and shall use their bona fide reasonable efforts to resolve the Dispute.
14.11.2 In calculating the limitation period for any claim that is ultimately pursued through arbitration, the period between the date of service of the ‘request to negotiate’ and the date on which the Parties are free to resort to arbitration shall be excluded.
14.11.3 If the Dispute is not resolved by negotiation within 30 days of receipt of a written ‘request to negotiate’, the Dispute shall be finally resolved by arbitration. It is agreed that:
(a) The tribunal shall consist of one arbitrator.
(b) In default of the Parties’ agreement as to the arbitrator, the appointing authority shall be Sports Resolutions UK.
(c) The seat of the arbitration shall be in London.
(d) The language of the arbitration shall be English.
(e) The law of the arbitration and this arbitration agreement shall be the laws of England and Wales.
14.12 For the avoidance of doubt, Rush shall provide assistance in analysing, negotiating and managing the relationship between the Client and third parties with respect to potential commercial opportunities but unless otherwise agreed the Client and each such third party shall be the only parties to any agreement setting out the terms governing the commercial relationship between that Client and the third party. The Client agrees to make his or her own enquiries and take independent legal and/or tax advice about the implications of entering into any agreement with a potential commercial partner suggested by Rush prior to signing any such agreement.
Standard Terms for all suppliers contracted by Rush Group Limited and its group companies
The supply of all goods and/or services (which shall include all materials and deliverables) to Rush Group Limited (“Rush”) by the Supplier on a non-exclusive basis is subject to these Standard Terms.
Rush operates as a group of individual businesses transacting separate lines of business. The rights and obligations of Rush as a party to the agreement, and its liability to the Client do not extend beyond the specified agency, except to the extent any other group business is explicitly and separately identified in the agreement as having rights and obligations in relation to the Client.
All orders for and/or services will only be authorised if they are made in writing either:
on the official Rush Booking Form which contains an authorised order number; or
in a Letter of Engagement (“LOE”) which contains an authorised contract number.
Both the Supplier and Rush will be required to sign the Rush Booking Form or the LOE as applicable and in so doing, the Supplier automatically accepts these Standard Terms (the “Supplier Agreement”).
1 INTELLECTUAL PROPERTY RIGHTS, TITLE AND RISK
1.1 Intellectual Property Rights means any and all rights in and to all inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature (“IPR”).
1.1 The IPR together with all image and moral rights in all materials and deliverables as specified in the Booking Form or LOE, including but not limited to artwork, photography, footage (in all forms of media), copy and other work produced as a result of the Supplier Agreement shall be assigned to Rush on creation.
1.2 The Supplier will indemnify Rush against any claim made against Rush for breach of IPR of a third party used by the Supplier in fulfilling its obligations under the Supplier Agreement.
1.3 Where physical goods are being supplied, risk shall pass to Rush only when an authorised representative of Rush has signed to accept delivery of such goods.
2 FINANCIAL
2.1 Payment will be made the later of 45 days after receipt of the Supplier’s valid vat invoice or 14 days after receipt by Rush of the funds from the relevant client on whose behalf Rush is purchasing the Supplier’s goods and/or services (subject always to the receipt of the Supplier’s valid vat invoice).
2.2 Rush shall have the right, upon reasonable notice, to audit the Supplier’s accounts to review and verify the Supplier’s compliance with the provisions of the Supplier Agreement and verify that the charges (and any proposed or actual variations to them in accordance with these Standard Terms) have been accurately and properly calculated and applied by the Supplier.
2.3 Rush shall have the right to benefit from any cash, volume or similar discount (as may be applicable).
2.4 Unless agreed otherwise, all payments shall be made in sterling by transfer to such bank account as the Supplier may from time to time notify in writing to Rush.
2.5 Rush may without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier under the Supplier Agreement against any amounts payable by it to the Supplier under the Supplier Agreement.
3 TIME FOR PERFORMANCE
3.1 Time is of the essence in the performance of the Supplier Agreement by the Supplier. Rush has the right to sue for damages and loss if the Supplier fails to meet the agreed timeframes set out in the Supplier Agreement.
3.2 in the event of failure by the supplier to meet agreed timeframes, Rush has the right either itself or through engaging a third party, to take such steps as Rush considers necessary to ensure the performance of that part of the services or the Supplier’s other obligations under the Supplier Agreement which the Supplier is unable to perform. Rush has the right to charge the Supplier the full costs of so doing.
4 TERMINATION
4.1 Rush may terminate the Supplier Agreement immediately
4.1.1 if the Supplier is in breach of the Supplier Agreement or these Standard Terms and has failed (in the case of a breach capable of being remedied) to remedy the breach within 5 business days (being any day which is not a weekend or public holiday in England and Wales) of a written request to do so; and/or
4.1.2 if Rush’s agreement with a client for whom it is purchasing the Supplier’s services terminates.
4.2 Rush may terminate the Supplier Agreement on written notice of 10 working days if the Supplier:
4.2.1 being a body corporate, (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction; or
4.2.2 being an individual, (i) is subject to a bankruptcy petition or order made against him, or enters into any composition or arrangement with or for the benefit of his creditors, or (ii) if a receiver (including fixed charge or court appointed), manager, insolvency practitioner or similar officer shall be appointed over the whole or a substantial part of the undertaking, property or assets of the individual
4.3 The termination of the Supplier Agreement for any reason shall not affect those provisions having effect after termination.
4.4 If in Rush’s reasonable opinion, the Supplier, or any controlled or controlling person of the Supplier, acts or omits to act in a way which does or may bring Rush into disrepute or would have a materially adverse impact on Rush’s good name, reputation or public image, including causing or permitting anything which is offensive, immoral or illegal, Rush shall have the right to terminate this Agreement.
4.5 The rights to terminate the Supplier Agreement given by this clause shall be without prejudice to any other right or remedy of any party in respect of the breach concerned (if any) or any other breach.
4.6 Rush shall pay the Supplier all costs for goods and/or services rendered to the satisfaction of Rush up to the point of termination but shall not be liable to the Supplier for any further costs, losses or damages under any circumstances.
5 PROVISION OF SERVICES AND INSURANCE
5.1 The Supplier will provide the goods and/or services with the relevant industry standard of skill and care.
5.2 If required to attend a Rush site, the Supplier and its staff and representatives and all those acting under its authority shall comply with all Rush site requirements as specified by Rush.
5.3 The Supplier shall maintain in force with a reputable insurance company, professional indemnity insurance, public liability insurance and product liability insurance (if goods are supplied) to cover its obligations to the industry standard levels expected for the supply of the goods and/or services and must supply a valid certificate of insurance to Rush prior to work commencing. Rush shall have the right to require the Supplier to increase its level of insurance if in Rush’s reasonable opinion it deems the Supplier’s insurance to be inadequate.
5.4 The Supplier remains responsible at all times for its personnel and for any persons appointed by it or associated with it to provide the goods and/or services. For the purposes of these standard terms a person associated with the Supplier includes any sub-contractor of the Supplier which must have been approved in advance in writing by Rush.
6 PROHIBITED PUBLICITY ACTIVITIES
6.1 Protected Marks means any trademarks, trade names, logos, designs or similar graphics which may be advised to the Supplier by Rush as being protected.
6.2 The Supplier agrees that it shall not:
(a) use any marks or any trade marks, trade names or logos which cause confusion with the Protected Marks;
(b) undertake any form of Ambush Marketing which means any activity, commercial or non-commercial, undertaken by any person or entity, whether public or private, that creates, implies or refers to a direct or indirect association of any kind (including an association in the minds of members of the public) with any of the Protected Marks or any of the activities covered by the Supplier Agreement.
(c) cause to be done, or permit anyone reasonably within the Supplier’s control to do, anything which might damage or endanger the validity or distinctiveness of, or the goodwill in, the Protected Marks;
(d) take or publish any photographs or make any other graphical or other reproduction (including film) in connection with the provision of the goods and/or services or for personal use without the prior written permission of Rush
(e) represent, directly or indirectly, that any product or service provided has been endorsed or approved by Rush or the event or activity for which the goods and/or service is being provided;
(f) use in advertising, publicity or any other communication, whether written, electronic or any other means, any Protected Mark;
(g) publish or issue any statement (factual or otherwise) about the Supplier’s provision of goods and/or services to Rush.
7 LIABILITIES
7.1 Nothing in these Standard Terms or in the Supplier Agreement shall limit the liability of either Party for death or personal injury resulting from its negligence or for fraudulent misrepresentation or for any liability which cannot be excluded by law.
7.2 Rush’s rights and remedies under these Standard Terms or in the Supplier Agreement are in addition to its rights and remedies implied by statute and common law.
7.3 The Supplier will indemnify Rush against all costs, losses, damages and liabilities (whether direct or indirect) including any interest, penalties and legal and other fees and expenses awarded against / incurred or paid by Rush resulting from a breach by the Supplier of any of its contractual obligations arising under the Supplier Agreement and these Standard Terms.
7.4 Rush shall not be liable under any circumstances to the Supplier for any indirect or consequential loss, including loss of revenue or profits, loss of business, opportunity, goodwill or reputation, loss of, damage to or corruption of data.
7.5 Rush shall not be responsible for any Guests and Rush shall not assume any liability for any loss, injury (including death) or damage (i) caused by the Guests or (ii) to the Guests or their property, unless the same arises as a result of Rush’s negligence.
7.6 Except as stated in clause 7.1, the aggregate liability of Rush to the Supplier with respect to all claims under or in connection with the Supplier Agreement shall be limited to damages not exceeding the total amount of fees and costs paid or payable by Rush to the Supplier under the Supplier Agreement in the twelve (12) months immediately prior to the date of any claim or series of connected claims.
8 CONFIDENTIALITY
8.1 The Supplier agrees to keep all matters relating to and all terms of the Supplier Agreement confidential, unless required to disclose such by law. The Supplier shall inform Rush of any disclosure it is required to make under this clause and will keep such disclosure to a minimum.
8.2 The Supplier will keep confidential all information provided to it by Rush which Rush requires to be kept confidential, with the same level of security as the Supplier would afford its own confidential information, or to a level of security approved by Rush.
9 FORCE MAJEURE
9.1 If either party is prevented or delayed by Force Majeure from the performance of any of its obligations under the Supplier Agreement (the “Defaulting Party”), then the Defaulting Party shall not be liable to the other party for delay or non-performance of its obligations under the Supplier Agreement so affected and such delay or non-performance shall not constitute a breach of the Supplier Agreement. “Force Majeure” shall be any act, event, omission, cause or circumstance not within the reasonable control of the party in question, including any strike, lockout or other industrial action, any civil commotion or disorder, riot, invasion, war or terrorist activity or threat of war or terrorist activity, any action taken by a governmental or public authority of any kind (including not granting a consent, exemption, approval or clearance), an event of national significance, any fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster and the death or incapacity of a member of the relevant Royal Family or country leader. If any event or circumstances prevent the Supplier from performing its obligations under the Supplier Agreement for a continuous period of more than 15 business days (being any day which is not a weekend or a public holiday in England and Wales), Rush may terminate the Supplier Agreement immediately by giving written notice to the Supplier.
10 SUPPLIER WARRANTIES
10.1 The Supplier warrants that:
10.1.1 in carrying on its business, it abides by all relevant and applicable laws and regulations, including those relating to economic or trade sanctions, and neither the Supplier, nor any controlled or controlling person of the Supplier, is subject to any such sanctions, or will receive any significant benefit in money or otherwise from the work being done by Rush;
10.1.2 it has disclosed to Rush any recent judgments and pending claims of a material nature, or which are likely to adversely affect its or Rush’s good name, reputation, or public image; and
10.1.3 it has in place systems for auditing and investigating fraudulent or illegal activities, security breaches or similar situations and is not aware of any such situation currently existing.
11 GERNERAL
11.1 The Supplier shall:
11.1.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the provisions of the Bribery Act 2010; and
11.1.2 comply with the all applicable laws and regulations relating to data protection including the provisions of the Data Protection Act 1998 in the performance of its obligations; and
11.1.3 uphold all reasonable requirements relating to sustainability as may be required by Rush in the provision of the goods and/or services; and
11.1.4 not do or omit to do anything which would bring or might be expected to bring Rush into disrepute;
11.1.5 not seek to solicit, endeavour to entice away, canvass for business or otherwise interfere with Rush’s existing or proposed business or custom with any person, firm or company who at any time during this Supplier Agreement was a customer, client, supplier or agent of Rush;
11.1.6 not solicit or employ or cause to be employed, whether directly or indirectly, any employee of Rush; and
11.1.7 bear its own costs in connection with the negotiation and completion of the Supplier Agreement.
11.2 Nothing in these Standard Terms or the Supplier Agreement shall create, or be deemed to create a partnership or the relationship of employer and employee between the parties and neither party shall have authority to bind the other in any way, except as set out in the Supplier Agreement.
11.2.1 The Supplier is an independent contractor. Supplier personnel are not Rush employees. The Supplier remains responsible as employer for the payment of all wages, taxes, national insurance and other costs relating to its employees and personnel.
11.3 The Supplier Agreement, or any provision thereof, may be amended or modified only with the mutual consent of the parties as set out in writing, signed by an authorised representative, and expressly stating the parties’ intent to amend the Supplier Agreement. Rush shall have the right to amend these Standard Terms at any time and without notice and will inform the Supplier in writing when such a change has been made.
11.4 If any provision of these Standard Terms are held by any court or other competent authority to be void or unenforceable in whole or in part, the Standard Terms shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
All notices between the parties with respect to the Supplier Agreement shall be in writing and signed by or on behalf of the party giving it. Any notice shall be duly served (i) on delivery if delivered by hand, (ii) 48 hours after sending if sent by first class post or recorded delivery or (iii) on sending if sent by email (provided that a copy is also sent by post in accordance with (ii) above), provided that in each case the notice is sent to the address of the addressee in the Supplier Agreement or such other address as the addressee may from time to time have notified for the purpose of this clause.
11.6 A person who is not a party to the Supplier Agreement shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Standard Terms or the Supplier Agreement.
11.7 The Supplier may not assign, sub-license, sub-contract or otherwise transfer the Supplier Agreement or any benefits or obligations therein except as is permitted under clause 5.4 and shall remain liable at all times for any sub-contractor or other person permitted under clause 5.4. Rush may at any time assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights or obligations under the Supplier Agreement.
11.8 The Standard Terms and the Supplier Agreement constitute the entire agreement between the Supplier and Rush in relation to the provision of goods/supply of services.
11.9 The Standard Terms and the Supplier Agreement and any dispute or claim arising out of or in connection therewith (including any non-contractual claim or dispute) shall be governed by and construed in accordance with the laws of England and Wales.
11.10 The parties shall attempt to resolve any question, dispute or difference as to any matter or thing of whatever nature arising under or in connection with the Supplier Agreement (a “Dispute”) through negotiations between senior executives of the parties who shall have authority to settle the same. If the Dispute is not resolved by negotiation within 30 days of receipt of a written ‘request to negotiate’, the Dispute shall be finally resolved by arbitration:
(a) The tribunal shall consist of one arbitrator.
(b) In default of the Parties’ agreement as to the arbitrator, the appointing authority shall be Sports Resolutions UK.
(c) The seat of the arbitration shall be in London.
(d) The language of the arbitration shall be English.
(e) The law of the arbitration and this arbitration agreement shall be the laws of England and Wales.
Privacy Policy
Rush Group Limited is dedicated to ensuring your privacy is protected. Should we ask you to provide certain personal information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy policy.
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We are committed to ensuring your information is secure and in order to prevent unauthorised access or disclosure of your personal data, we have put in place suitable physical, electronic and managerial procedures to safeguard the data.
Under no circumstances will we sell, rent or deal your personal information to a third party.
Should we at any time change our privacy policy we will make you aware of the changes by indicating them here in this privacy policy.