Standard Terms and Conditions
CAWTON Procurement
Standard Terms & Conditions
Effective Date: 16/03/2026
These Terms apply to all services provided by CAWTON Procurement (“Consultant”) unless a separate signed Master Services Agreement applies.
1. Formation of Contract
A binding contract is formed when the Client accepts a written proposal, quotation, or Statement of Work (SOW), or instructs the Consultant to commence work.
These Terms prevail over any Client terms unless expressly agreed in writing.
2. Services
Services may include remote procurement, commercial and administrative support, including RFQs, supplier comparison, cost analysis, onboarding coordination, reporting, and workflow improvement.
The Consultant:
- does not provide legal advice;
- does not draft legally binding contractual clauses;
- does not provide regulated public procurement compliance advice; and
- does not replace the Client’s internal governance or approval authority.
All final procurement and commercial decisions remain the Client’s responsibility.
3. Consultant Status
The Consultant acts as an independent contractor and has no authority to bind the Client unless expressly authorised in writing.
4. Client Responsibilities
The Client shall:
- provide accurate and complete information;
- provide timely access to systems and personnel;
- designate an authorised contact for instructions;
- remain responsible for supplier selection, contracting and payment approvals.
The Consultant may rely on information supplied by the Client and shall not be liable for inaccuracies or omissions.
5. Fees and Payment
Fees are as set out in the applicable proposal or SOW.
Unless otherwise agreed:
- Retainers are payable in advance;
- Additional work is charged at the agreed day rate.
- Invoices are payable on the stated invoice due date/s.
- Late payments accrue interest at 8% per annum above the Bank of England base rate from the due date until payment in full.
- The Consultant may suspend Services for overdue payments.
6. Intellectual Property
All pre‑existing materials, templates, tools and methodologies remain the property of the Consultant.
Upon full payment, the Client receives a non‑exclusive licence to use deliverables internally.
7. Confidentiality
Each party shall keep confidential all non‑public business and commercial information disclosed in connection with the Services.
This obligation does not apply to information that is public, lawfully obtained from a third party, or independently developed.
Confidentiality obligations survive termination for five (5) years.
8. Data Protection
Each party shall comply with applicable UK data protection legislation.
Where the Consultant processes personal data on behalf of the Client, it shall do so only on documented instructions and implement appropriate security measures.
The Client warrants that it has a lawful basis to share personal data.
9. Limitation of Liability
Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded.
Subject to the above, the Consultant’s total aggregate liability shall not exceed the total Fees paid in the 12 months preceding the claim, or £20,000, whichever is lower.
The Consultant shall not be liable for:
loss of profit, revenue, goodwill or anticipated savings;
indirect or consequential loss;
supplier failure or third‑party actions;
Client commercial decisions.
10. Termination
Either party may terminate on 30 days’ written notice.
The Consultant may terminate immediately for material breach or non‑payment.
All outstanding Fees become immediately due on termination.
11. Non‑Solicitation
The Client shall not solicit or employ Consultant personnel during the engagement or for 12 months after termination. Breach results in payment of six months’ equivalent average Fees.
12. General
The Client may not assign the Agreement without written consent.
If any provision is unenforceable, the remainder shall continue in effect.
These Terms constitute the entire agreement unless superseded by a signed Master Services Agreement.
Governing law: England and Wales. Courts of England and Wales have exclusive jurisdiction.