Dear EIMS Vendor (aka Supplier)

Welcome!

Welcome to doing business with EIMS Global Ltd (Company #: 07714630). When doing business with a new customer, vendors want to know:

• Is this a safe company to do business with?
• (When) Will I get paid?

Is EIMS a safe company to do business with?

EIMS is a medium-sized profitable company with a healthy, debt-free balance sheet; and we want to work together with our suppliers for a successful partnership.

EIMS is a business-to-business (B2B) marketing company specialising in remote, direct marketing, which means:

• Telemarketing.
• E-marketing.
• Web marketing.
• Web portal development and maintenance.
• ASP Sales and Marketing Software solutions that run in Vendor's browser - no installation required.

Blue-Chip Clients

EIMS work in a reliable and growing market, serving the Information and Communications Technologies (“ICT”) industry. EIMS have a client base of over 1,000 clients of which typically 100 do business with EIMS at any one time.

EIMS is on the preferred supplier list for the majority of our clients, and this allows EIMS to remain as a stable, reliable, and profitable business.

Trade references

Another thing vendors often ask for is trade references from suppliers with whom EIMS has an established trading history. Should the Vendor require a reference please contact:

• Bedroq  -  Tel: 01535 279748
• Leadscale  -  Tel: 0203 725 4555

(When) will I get paid?

EIMS is a good payer and EIMS pays regularly (monthly) and reliably. Payment terms are a minimum of 45 days net monthly, and these are the terms for all Vendors. All EIMS finances are managed by one centralised department, so these payment terms are a requirement. With the resources available it is impractical to run more than one payment run per month for each company. This ensures EIMS continues to acknowledge invoices on time and make payment as required.

Yours sincerely,
EIMS Finance Department

EIMS Terms and Conditions for Suppliers

The Large Print

1. Invoices will automatically be rejected if they do not quote a valid and current EIMS official Purchase Order number, or if they exceed the authorised value of the relevant Purchase Order. Purchase Orders must be agreed by an EIMS director to be valid.
   • If EIMS processes an invalid invoice, this does not oblige EIMS to process future invalid invoices.
   • Invalid invoices must be corrected by a credit note for the entire incorrect invoice, and then re-issuing a correct invoice. Part corrections will not be accepted.
2. A Purchase Order does not commit EIMS to spend the whole amount of the Purchase Order, nor does it commit EIMS to pay for unsatisfactory goods or services.
3. Unless otherwise agreed in writing payment will be made 45 days net monthly. This means we will pay 45 days after:
• The monthly cut-off date following receipt of invoice (which is normally the 15th of the month), or
• Satisfactory completion of work and/or delivery of goods,
whichever is the later.

The Small Print

4. No payment shall be due prior to the date stipulated by EIMS for the delivery of the goods or the carrying out of the work; we reserve the right to store, reject or return any goods delivered prior to the said date stipulated by EIMS for delivery and to deduct from the price thereafter (or to charge to the Vendor) the cost of such storage or the cost of the return of goods to you whichever the case maybe. Time for delivery shall be of the essence. The goods must be delivered in the quantities and at the time(s) stated in the order, though we reserve the right to adjust our specified rate at any time.
5. Subject to condition 4 and unless otherwise agreed in writing payment will be made 45 days net monthly, subject to satisfactory delivery of goods or services. EIMS will pay 45 days after:
   • The monthly cut-off date after receipt of invoice (which is normally the 15th of the month), or
   • Completion of work and/or delivery of goods,
   whichever is the later.
6. Invoices will automatically be rejected if they do not satisfy at least one of the following criteria:
   • The invoice quotes a valid and current EIMS official Purchase Order number,
   • The invoice for temporary staff exactly matches our submitted agency timesheets.
   • The invoice is for the genuine actual and agreed usage of a contracted pay-as-you-use utility.
   • The invoice is for goods and services provided more than 6 months earlier than the invoice date.
7. Invoices will automatically be rejected if they do not match goods / services supplied or if the descriptions on the invoice do not match the line items on the corresponding EIMS Purchase Order.
8. This order or any part thereof must not be sub-contracted or assigned by the Vendor without EIMS written consent, nor shall the Vendor assign any rights or claim this order without such consent. Where consent to sub-contract is given, the Vendor shall be responsible for any acts and omissions of your sub-contractors in all respects.
9. All goods supplied or work carried out must conform to the specification or specifications mentioned in the order or sample furnished to EIMS and in any event be of satisfactory quality and defect free.
10. The Vendor warrants that all goods supplied, or work carried out in pursuance of this order will be fit and suitable for the purpose for which they were designed and/or required. It is understood that EIMS is relying on the Vendor's skill and judgement to select and/or furnish suitable goods and/or carry out suitable works.
11. Should any defects occur in the goods supplied or works carried out within a year of delivery or completion of the work or within such a period of time as may be stated in the order, if the Vendor is requested to remedy the defect or error on being given notice that defects have been discovered, by replacement or repair (at our option) free of charge. We shall however have the right to remedy the defects ourselves or to have them remedied by a third party ,the Vendor shall in the event, reimburse EIMS the cost of the work. This condition is without prejudice to other legal remedies including the right to recover damages for consequential loss.
12. With reference to Section 6 EIMS shall be entitled to inspect the goods the subject of this order during manufacture and upon delivery. The goods shall not be deemed to be accepted until twenty-eight (28) days after the delivery, during which period EIMS shall have the right to reject the goods if they are in breach of these conditions or defective. Where goods are rejected, they will be removed at Vendor's own expense. The risk in rejected goods shall pass to the Vendor immediately if notified of such rejection.
13. Unless otherwise agreed no charge is to be made for transport or delivery. Cases pallets and packing materials are to be supplied free of charge. Where requested in writing such items will be returned at your expense but no liability whatsoever will be accepted by EIMS in respect of them.
14. All tools, patterns, materials, drawings, specifications, samples, and other data provided by EIMS, or made at EIMS expense in connection with this order will remain at all times our property and are to be surrendered to EIMS on completion of the order and are to be used by you solely for the purpose of completing same. All such tools, patterns, materials, drawings, specifications, samples, and other data shall be kept separate from those belonging to the Vendor.
15. No variation or amendment of this order shall be binding upon EIMS unless issued or confirmed on our official printed order or agreed to in writing signed by a duly authorised representative.
16. This order and the subject matter thereof together with all information or samples which the Vendor, your employees, officers or representatives may obtain or be given by virtue of the order or the carrying out of this order and relating in any way to EIMS business processes research or property shall be treated as confidential between yourselves and EIMS and shall not be disclosed by the Vendor, Vendor's employees officers or representatives or any subcontractors of the Vendor to any third party or (except where necessary for the purpose of this order) used by the Vendor or any sub-contractor for any purpose whatsoever (including without limitation advertisement display or publication) without EIMS's prior consent in writing. It is up to the Vendor to ensure that the provisions of this condition are compiled by the Vendor, Vendor's employees, officers, representatives, and sub-contractors.
17. If the use or disposition of goods or services, that are the subject of this order, shall constitute as a violation of the intellectual property rights of any third party and we or any persons claiming title from EIMS shall sustain any loss or damage whether costs charges expenses or damages in connection with such claim, the Vendor shall indemnify EIMS against the amount of the loss or damage. The Vendor shall not be liable under this Clause if any such infringement is due solely to the manufacture of goods strictly in accordance with any designs, plans or specifications supplied by EIMS.
18. The Vendor shall indemnify EIMS against any loss or damage to EIMS property and against any claims in respect of loss damage or injury (including death) made against EIMS by third parties and any costs and expenses arising in connection therewith resulting from your failure to comply with these conditions or your execution of this order (whether negligent or otherwise) and in particular without prejudice to the generality of the foregoing are in consequence of a defect in the goods, their material construction workmanship or design or any work carried out by the Vendor. The Vendor shall insure any material or property that EIMS may supply in connection with the order against any loss or damage which may occur to the same through fire or any other cause whilst in the Vendor's custody or control.
19. Neither the inspection nor acceptance of the subject matter of this order (nor the payment thereof) nor any failure on our part to insist upon the strict performance of any term(s) and/or condition(s) of this order shall be deemed a waiver either of any rights and/or remedies EIMS may have by the virtue of the terms and conditions of this order or of any subsequent default part of the Vendor.
20. If the Vendor fails to proceed with the performance of this order or fails to make delivery or fails to complete the work within the time specified or where no time is specified, within a reasonable time or if EIMS has reasonable doubt as to the Vendor's ability to complete this order, or any part or parts of it as to which there has been delay or such doubt. If any goods delivered or work carried out in pursuance of this order fail to comply with any of these conditions EIMS may cancel the order as to all goods undelivered or work not completed. These rights shall be in addition to and without prejudice to any other rights or remedies EIMS may have under these conditions or for breach of contract.
21. EIMS reserves the right at any time upon fourteen (14) days of notice in writing to vary this order. If such variation involves an increase or decrease in the amount of goods or work specified in the original order or in the cost or time for delivery or performance a fair and reasonable adjustment shall be made in the contract price and /or the delivery schedule and the Vendor gives EIMS all necessary facilities and information to assist EIMS in agreeing such adjustment(s). Any claim for adjustment under this condition must be received by EIMS within thirty (30) days of the date the change is ordered.
22. The order may be terminated at any time by EIMS giving the Vendor fourteen (14) days prior notice in writing whereupon production on such order shall be stopped. A fair and reasonable price shall be paid for all work in progress at the time of such termination and for goods subsequently received by EIMS and the Vendor shall afford as all necessary facilities for ascertaining the extent of such work in progress. EIMS shall not be liable for any other loss including without limitation loss of contract, the loss of anticipated profits or for any consequential loss. In the event of such termination all claims should be rendered within two (2) months of the written notification after which claims will only be met in exceptional circumstances.
23. All terms of the contract resulting from Vendor's acceptance of this order are set our herein. Unless any terms discussed or arising from the previous course of business between us are specifically incorporated into the order in writing they shall not form part of the contract. Any written acceptance of the order (unless clearly stated on its face to be a counter offer) or delivery of the goods shall be an unconditional acceptance of the order, and no printed condition appearing on any acceptance form (other than our acknowledgement) delivery form, invoice or other documents emanating from you shall have any effect whatever except insofar as they confirm the terms of this order and the conditions set forth herein.
24. All and any other warranties contained in these conditions shall survive termination of the order and shall not be affected by inspection, delivery, acceptance, or payment and shall ensure for the benefit of EIMS, any successor and assignees and any end user or recipient thereof.
25. We shall not be liable for any representation made or purported to be made by EIMS or on our behalf prior to this order or acceptance thereof and the Vendor acknowledges that acceptance of this order has not been induced by any such representation.
26. All orders and contracts arising therefrom shall be governed and construed in accordance with the Laws of English and Wales and both parties agree to submit to the jurisdiction of the English Courts in respect thereof and nothing in these Conditions shall prejudice any condition or warranty (express or implied) or right to remedy to which we are entitled in relation to the material goods or work ordered by virtue of statute and/or common law.

Security Requirements

Vendor shall implement appropriate technical and organisational measures to protect the Data from (i) accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data. Such measures shall include, as appropriate:

• The pseudonymisation and encryption of personal data.
• The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.
• The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
• Process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

Data Protection and Privacy

Both parties shall at all times comply with all applicable privacy and data protection laws and regulations relevant to the parties and the services. The Vendor shall protect any personal data that it processes under this vendor agreement in compliance with such laws.

Processing of personal data will be subject to a contract that specifies the subject matter, duration, nature, and purpose of the processing, the type of personal data and categories of data subject, and the obligations and rights of the parties.

Obligations specified shall include as a minimum that Vendor only act on the written instructions of Client and further that the Vendor:

• Ensures that people processing the data are subject to a duty of confidence.
• Takes appropriate measures to ensure the security of processing.
• Only engages sub-processors with the prior consent of Client.
• Assists Client in allowing data subjects to exercise their rights under privacy law.
• Assists Client in meeting its obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
• Deletes or return all personal data as requested at the end of the contract; and
• Submits to audits and inspections, provides Client with whatever information it needs to ensure that both parties meet their legal obligations.

Confidentiality Requirements

By agreeing to these terms, the Vendor agrees to EIMS's NDA which can be found here

Acceptance

I confirm that I have read, understood, and agree with the trading terms outlined.

Details required

When EIMS onboard you as a Vendor, you will be required to provide the following details. Please use the list below as a checklist to ensure you have all the information when required.

Company Details:

• Vendor (Legal) Name.
• Website Address.
• Business Address.
• Primary Contact Name (*With ability to authorise and agree to terms on behalf of your company and deal with EIMS' Accounts Payable).
• Primary Contact Telephone.
• Primary Contact email.
• Primary Contact Telephone.
• Vendor Tax Registration Number.
• Vendor Company Number.
• Vendor VAT/ TVA/ GST/ EIN Number.

Bank Details:

• Bank Name.
• Bank Branch.
• Bank Sort Code.
• Account Name.
• Account Number.
• IBAN/ Routing Code (Where applicable).
• Intermediary bank details (if appropriate).