(Last updated 2025-09-10)
DEFINITIONS AND GENERAL PROVISIONS
Expression Meaning
Supplier The individual, company or legal entity named in the Purchase Order;
Conditions The terms and conditions laid down in this document;
Purchase Order The StirLight written agreement for purchase of goods or services, including any special terms laid down in said Purchase Order;
StirLight Baclor Limited, a company established in England with company number 13166630, trading as StirLight;
Contract The agreement between the Parties consisting of these Conditions and the Purchase Order to the exclusion of any other terms and conditions;
Party StirLight or the Supplier, together the ‘Parties’;
Work The goods and/or services described in the Purchase Order, which the Supplier is required to provide under the Contract.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
CONFLICT OF TERMS AND ACCEPTANCE OF CONTRACT
2.1 The Contract shall govern all Work, to the exclusion of any other terms or conditions. In the event of a conflict or inconsistency, the terms in the Purchase Order shall take precedence over these Conditions.
2.2 The Contract shall be deemed to be accepted on the earlier of the Supplier confirming acceptance of the Purchase Order in writing, or the Supplier commencing any part of the Work.
DATA PROTECTION
3.1 the terms “Personal Data” and “Special Category Personal Data” will have the meanings given to them in the United Kingdom General Data Protection Regulation, the Data Protection Act 2018 and any similar, analogous or replacement legislation.
3.2 Personal Data and Special Category Personal Data relating to you (including sensitive personal data such as medical details and details of gender, race and ethnic origin) may, to the extent that it is reasonably necessary, in connection with your service or the business of StirLight be collected, stored or held (in hard copy and computer readable form) and/or processed by StirLight; and be disclosed or transferred to:
i employees or workers of StirLight;
ii insurers, bankers, professional advisers such as lawyers and accountants;
iii any potential buyer, investor or lender of StirLight;
iv any other persons as may be reasonably necessary or as authorised by StirLight; and
v as otherwise required or permitted by law, as set out in, and for the purposes set out in, StirLight’s privacy policy (available at: https://www.stirlight.com/privacy-policy/).
3.3 StirLight may process your Personal Data and Special Category Personal Data for a number of legitimate business purposes, including but not limited to:
i. administering and maintaining personnel and/or records of the Supplier;
ii. due diligence pertaining to acquisition, merger, and equity and debt financing of StirLight;
iii. providing information to governmental and quasi-governmental bodies; and
iv. enabling equal opportunity monitoring and compliance.
3.4 With regard to the transfers referred to under this heading 3, this may involve transfer of such data both within and outside the United Kingdom, and in all cases StirLight will take reasonable steps to ensure that your Personal Data and Special Category Personal Data continues to be adequately protected.
3.5 You will comply with StirLight’s data protection policy when processing personal data relating to any employee, worker, customer, client, supplier or agent of StirLight.
3.6 Each Party will, at its own expense, ensure that it complies with and where necessary assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation (EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a Party’s obligations arising from such requirements.
3.7 The Parties will enter into a separate data sharing or processing agreement if required to do so under the relevant data protection legislation in relation to the data processed or shared during the term of the Contract.
AUDIT, INSPECTION, FITNESS FOR PURPOSE AND DEFECTS
4.1 The Supplier shall maintain complete and accurate records relating to its performance of the Work for a period of not less than six (6) years after completion. StirLight, or its authorised representatives, shall on reasonable notice have the right to audit such records and Supplier’s relevant premises for the purpose of verifying compliance with the Contract, including but not limited to compliance with applicable data protection, anti-bribery, anti-slavery and environmental laws. The Supplier shall provide all reasonable assistance in connection with such audit.
4.2 StirLight shall be granted reasonable access to any premises or systems of the Supplier and be allowed to inspect and test the Work at any time prior to acceptance or delivery, whichever shall be the later.
4.3 The Work shall be supplied as per the specifications and requirements of the Purchase Order and shall be fit for the intended purpose, free of faults, defects in materials and workmanship and be of satisfactory quality.
4.4 Without prejudice to any statutory or other rights, if the Work is not supplied in accordance with the Purchase Order, or any variation agreed in writing by StirLight, then StirLight may avail of any of the following remedies:
i agree a variation of the Purchase Order;
ii request correction of any defects, replacement or re-performance of Work at the cost of the Supplier;
iii reject the Work, with the option to return goods in full or part to the Supplier for a refund;
iv rescind the Purchase Order.
WARRANTIES
5.1 When the Supplier is acting as a sub-contractor or performing Work towards the onward supply of goods or services by StirLight to a customer, then StirLight shall have the option to assign such warranty, including the provision of reasonable support, part replacement and assistance to allow said customer to benefit from the Work or flow down warranty claims to the Supplier.
STATUS OF SUPPLIER
6.1 The Supplier will be an independent contractor and nothing in the Contract shall render the Supplier as an employee, worker, agent or partner of StirLight, and the Consultant will not hold themselves out as such.
6.2 The Supplier confirms that they will be fully responsible for:
i. any taxation whatsoever arising from or made in connection with the performance of the Work, where such recovery is not prohibited by law; and
ii. any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier against StirLight arising out of or in connection with the provision of the Work, except where such claim is as a result of any act or omission of StirLight.
iii. flow-down and compliance with the terms of the Contract by any sub-supplier or subcontractor.
COMPLIANCE WITH LAWS AND REGULATIONS
7.1 The Supplier warrants that it will at all times comply with all applicable laws, regulations, and industry standards in the performance of the Work, including but not limited to those relating to health and safety, the environment, trade sanctions, export controls, and the prevention of bribery, corruption and modern slavery. Any breach of this clause shall constitute a material breach entitling StirLight to terminate the Contract with immediate effect.
STIRLIGHT PROPERTY
8.1 The Supplier shall, whenever requested to do so by StirLight and in any event on termination of the Contract, promptly deliver to StirLight all property provided by, acquired for or created on behalf of StirLight.
DELIVERY, TITLE AND RISK
9.1 The Work shall be completed by the date specified in the Purchase Order or as varied by any amendments.
9.2 Time of performance, completion and delivery shall be of the essence.
9.3 The Supplier shall immediately report any delay or anticipated delay whatsoever and shall use its
best endeavours (without reduction in any event in its contractual liability and damages or otherwise) to eliminate such cause or causes of delay. If the Supplier fails to commence performance of the Work on the starting date or if StirLight considers that the Supplier may be unable to complete the Work by any due date or the Supplier fails to complete the Work by the due date, then, StirLight may terminate the Contract or any remaining part of it.
9.4 To the extent that they do not conflict with any special terms and conditions of the Purchase Order, DDP (Incoterms 2020) shall apply to the Contract.
9.5 Title in the Work with full title guarantee shall pass from the Supplier to StirLight on the creation, allocation from stock or acquisition by the Supplier. Notwithstanding the passing of title, the risk in such goods shall remain with the Supplier until acceptance of the Work by StirLight. All parts of the Work in which the title has passed shall be clearly marked by the Supplier as StirLight’s property and identifiable from the Supplier’s property. The Supplier agrees to waive any right to exercise a lien upon the Work or upon any materials or documentation and acknowledges that its sole remedy in the event of any breach by StirLight of its obligations under the Contract is to seek financial relief.
9.6 Any intellectual property, including data or know-how, created in the performance of this Contract shall be the exclusive property of StirLight, and the Supplier shall do all reasonable things requested by StirLight to transfer the ownership and any present and future rights, including those in law anywhere in the world whether registered or unregistered. The Supplier shall grant or procure the grant of any licence to intellectual property and related rights required for StirLight or StirLight clients to make proper use of the Work on a royalty-free basis. The Supplier hereby waives any moral rights including the right to be identified, the right of integrity and the right against false attribution in relation to the Work and the Contract.
9.7 Where the Work includes software:
9.7.1 Along with the relevant source and/or object code, the Supplier shall make available all necessary licences and documentation and shall provide reasonable assistance to allow StirLight to modify, propagate and support said software at StirLight and by StirLight clients including access, where reasonably required, to ancillary or Supplier-owned source code or build environments.
9.7.2 The Supplier must not include open-source software subject to copyleft (e.g. GNU GPL) restrictions or obligations relating to on-licensing or publication of developments without the written consent of StirLight.
PRICE AND PAYMENT
10.1 The currency, price and method of payment for the Work shall be as stated in the Purchase Order and, unless otherwise agreed in writing, shall be exclusive of value added tax but inclusive of all other duties, charges or costs.
10.2 StirLight may set off any liability of the Supplier to StirLight against any liability of StirLight to the Supplier, whether present or future, liquidated or unliquidated, and whether or not such liability arises under the Contract. The Supplier shall have no right to set off any amounts owed by StirLight against any liability of the Supplier.
LIABILITY
11.1 The Supplier shall during and after performance of the Contract indemnify StirLight against all loss of or damage to property or acts of default under the Contract, and all claims and expenses in connection with these caused by the acts or omissions of the Supplier, its sub-contractors, employees and agents up to a maximum of £5,000,000 (GBP) per act or event giving rise to a claim.
11.2 The Supplier shall indemnify StirLight and its clients against, any and all claims and liabilities, whether from third parties or otherwise, in connection with the infringement or alleged infringement of any intellectual property rights in respect of the Work supplied under this Contract.
11.3 The Supplier shall indemnify StirLight and its clients against all losses arising from malware, viruses, security or data breaches caused by software of the Supplier.
11.4 Nothing in these Conditions will exclude or limit the liability of either Party to the other Party for death or personal injury caused to that Party or its employees by the negligence of that Party or its employees, agents or subcontractors, for fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by applicable law.
INSURANCE
12.1 During the term of the Contract the Supplier will, at its own cost, effect and maintain with a reputable insurer adequate insurance policies in respect of its liabilities under or in connection with the Contract, including: (i) employer’s liability insurance; (ii) public liability insurance (with product liability cover where the Supplier is supplying goods); and (iii) professional indemnity insurance (where the Supplier is supplying services) and any other insurances as required by law, in each case with a level of cover appropriate for the goods and services to be supplied under the Contract. Evidence of cover shall be supplied to StirLight on request.
CONFIDENTIALITY
13.1 The Supplier shall keep confidential the existence and terms of the Contract, the Work and any information derived or received relating to StirLight’s know-how or business affairs. The Supplier will not disclose the same to any third party without the prior written consent of StirLight. This Clause shall remain binding on the Supplier notwithstanding completion or termination of the Contract and the Parties agree that damages alone would not be an adequate remedy in the event of a breach of this clause.
13.2 The obligation of confidentiality shall survive any termination of the Contract but shall not apply to any information that is in or later enters the public domain other than by breach of this Contract or to information derived or received lawfully and independently.
13.3 The Supplier shall have no right to use StirLight’s name, trade marks or other intellectual property in any published material without prior written permission.
TERMINATION
14.1 Without prejudice to any other rights provided under law, StirLight may terminate this Agreement without notice and without any liability save amounts accrued before termination if at any time the Supplier:
14.1.1 commits any gross misconduct affecting the business of StirLight;
14.1.2 commits any serious or repeated breach or non-observance of any of the provisions of the Contract or refuses or neglects to comply with any reasonable and lawful directions of StirLight;
14.1.3 is, in the reasonable opinion of StirLight, negligent or incompetent in the performance of the Work;
14.1.4 is liquidated, dissolved, wound up or goes into administration or is otherwise unable to pay its debts, or proposes or enters into any reorganisation or special arrangement with its creditors;
14.1.5 commits any fraud or dishonesty or acts in any manner which in the reasonable opinion of the StirLight brings or is likely to bring the Supplier or StirLight into disrepute or is materially adverse to the interests of StirLight.
FORCE MAJEURE
15.1 Neither Party shall be liable for any delay or failure to perform its obligations under the Contract if such delay or failure results from any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, war, terrorism, civil unrest, industrial action, epidemic or pandemic, governmental action, or interruption of utilities or transport. The affected Party shall promptly notify the other Party of the circumstances, take all reasonable steps to mitigate the effects, and resume performance as soon as reasonably possible. If such event continues for more than thirty (30) days, StirLight may terminate the Contract without liability save for payment for Work properly performed and accepted prior to such termination.
ASSIGNMENT
16.1 The Supplier shall not assign, transfer, mortgage charge (otherwise than by way of a floating charge over the whole of its assets and undertakings generally) the Work or the Contract without the prior written permission of StirLight.
NOTICES
17.1 All notices and reports relating to the Contract shall be in writing and considered given when sent by e-mail to the respective contacts of the Parties. All notices shall be in English.
SAVING OF RIGHTS AND GENERAL TERMS
18.1 The failure of either Party at any time to enforce any of the terms, provisions or conditions of this agreement or to exercise any right hereunder shall not constitute a waiver of the same or affect that Party’s right thereafter to enforce the same.
18.2 Notwithstanding that any provision of this agreement may prove to be illegal or unenforceable, the remaining provisions of this agreement shall continue in full force and effect.
18.3 This agreement constitutes the entire agreement and understanding between the Parties with respect to the Project and supersedes any prior written or oral agreements between the Parties concerning the Project.
18.4 No variation, modification, amendment, addition or alteration of any of the terms of this Agreement shall be of any effect unless signed in writing on behalf of each of the Parties.
18.5 There are no understandings, representations or warranties between the Parties concerning the subject of this agreement which are not fully expressed in this agreement, and no rights are granted which are not expressly set forth in this agreement.
18.6 Nothing herein shall create, or be deemed to create, a partnership or make either Party the agent of the other Party for any purpose.
18.7 The Parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 that any other person not a Party thereto shall have the right to enforce the terms of this agreement as if they were a Party to it.
18.8 This agreement may be executed in one or more counterparts, all of which shall be considered one and the same document. One or more counterparts may be delivered by electronic means, and any such electronically transmitted counterpart shall have the same force and effect as an original counterpart.
SURVIVING TERMS
19.1 Together with any other provisions which by their nature are intended to survive, the following provisions shall survive expiry or termination of the Contract:
• Intellectual Property
• Confidentiality
• Liability and Indemnities
• Insurance
• Compliance with Laws
• Governing Law and Jurisdiction
GOVERNING LAW
This agreement shall be governed by and construed in all respects in accordance with the Laws of England. The Parties shall use reasonable efforts to settle any dispute in good faith prior to commencement of any legal action. All unresolved disputes arising in any way out of or affecting this agreement shall be subject to the exclusive jurisdiction of the English courts to which the Parties hereby agree to submit.