Terms & Conditions for Suppliers

1. Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day, means a day other than a Saturday, Sunday or a public holiday when banks in London are open for business.

Caburn Hope, means Caburn Hope Limited a company registered in England and Wales whose registered address is Rusbridge Lane Lewes East Sussex BN7 2XX and company number (2788390).

Charges, means the charges payable by Caburn Hope for the supply of the Services in accordance with clause 6.

Commencement Date has the meaning set out in the Confirmation Form.

Conditions, means these terms and conditions as amended from time to time in accordance with clause 13.8.

Confirmation Form, means Caburn Hope’s Suppliers’ confirmation form to be prepared by Caburn Hope and completed and signed by the Supplier and, in the absence of such form, the specifications as shall be agreed between Caburn Hope and the Supplier in the Purchase Order or otherwise in writing from time to time.

Contact, means a person who, the Supplier knew or ought to have known, is a client, customer, contact, supplier of Caburn Hope and/or for whom or in relation to Caburn Hope requested the Supplier to provide the Services.

Contract, means the contract between Caburn Hope and the Supplier for the supply of Services in accordance with these Conditions and the Confirmation Form if and as may be signed by the Supplier from time to time and the signing of the Confirmation Form and/or the delivery of the Services by the Supplier to Caburn Hope shall be deemed to be unconditional acceptance by the Supplier of these Conditions and the Confirmation Form

Caburn Hope Materials has the meaning set out in clause 3.3.9.

Data Protection Legislation, up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Deliverables, means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports including drafts.

GDPR, General Data Protection Regulation ((EU) 2016/679)

Intellectual Property Rights, means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information including know-how and trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Purchase Order means the written order including the description or specification of the Services and the Service Fees as shall be agreed in writing between the parties from time to time.

Services, means the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Purchase Order.

Supplier, means the person or firm from whom Caburn Hope purchases the Services.

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body whether or not having separate legal personality;

1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes e-mails.

2. Basis of contract

2.1 The Confirmation Form constitutes an offer by Caburn Hope to purchase Services in accordance with these Conditions.

2.2 The offer to purchase the Services from the Supplier shall be deemed to be accepted and the Contract shall come into existence on the date on which Supplier returned the signed Confirmation Form or, in the absence of a Confirmation Form, performed any act in the provision of any of the Services.

3. Supply of Services

3.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to Caburn Hope in accordance with the terms of the Contract and the Purchase Order.

3.2 The Supplier shall meet any performance dates for the Services specified in the Confirmation Form or the Purchase Order or as notified to the Supplier by Caburn Hope from time to time.

3.3 In providing the Services, the Supplier shall:

3.3.1 co-operate with Caburn Hope in all matters relating to the Services, and comply with all instructions of Caburn Hope;

3.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

3.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;

3.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Purchaser Order and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Caburn Hope;

3.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

3.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Caburn Hope, will be free from defects in workmanship, installation and design;

3.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

3.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of Caburn Hope’s premises;

3.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by Caburn Hope to the Supplier (Caburn Hope Materials) in safe custody at its own risk, maintain Caburn Hope Materials in good condition until returned to Caburn Hope, and not dispose or use Caburn Hope Materials other than in accordance with Caburn Hope’s written instructions or authorisation; and

3.3.10 not do or omit to do anything which may cause Caburn Hope to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that Caburn Hope may rely or act on the Services.

3.4 The Supplier’s interaction with Caburn Hope’s Contacts

During the period of this Contract the Supplier shall:

3.4.1 introduce itself to all Contacts as a representative of Caburn Hope and shall not introduce its own company or business by name or otherwise

3.4.2 ensure that all and any emails, faxes, letters and such other correspondence that is sent to the Contacts, shall be sent from Caburn Hope’s email address or headed letter, as appropriate, and not from the Supplier’s own email address or headed paper;

3.4.3 Copy Caburn Hope onto all such emails, faxes and letters sent as per Clause 3.4.2 above;

3.4.4 Notify Caburn Hope immediately if urgent but, in any event, within no more than 48 hours of any work or Services provided to the Contact;

3.4.5 Further to any direct contact made between the Contact and the Supplier, whether prior to, during or subsequent to the instructions received by Caburn Hope, then the Supplier shall:

(a) inform Caburn Hope as soon as possible but, in any event, within no more that 48 hours of such contact being made; and
(b) not provide the Services or on such direct contact without Caburn Hope’s written confirmation and if such confirmation also includes parameters for the provision of the Services, the Supplier shall comply with such parameters.

3.4.6 to supply proof of delivery for items ordered if required by Caburn Hope and should there be a dispute with a Contact re delivery and Caburn Hope incurred any cost as a result, including but not limited to resending of the order, that clause 9 will apply;

3.4.7 not discuss cost of any products and/or services it supplies directly with the Contact and/or invoice the contact directly. All invoices shall be sent to Caburn Hope quoting the Purchase Order Number;

3.4.8 deliver all items to the Contact as instructed by Caburn Hope in plain label i.e. with no supplier details or branding on anything including labels and packaging, including but not limited to cartons and delivery notes.

4. Caburn Hope remedies

4.1 If the Supplier fails to perform the Services by the applicable dates, Caburn Hope shall, without limiting its other rights or remedies, have one or more of the following rights:

4.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

4.1.2 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

4.1.3 to recover from the Supplier any costs incurred by Caburn Hope in obtaining substitute services from a third party;

4.1.4 where Caburn Hope has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or

4.1.5 to claim damages for any additional costs, loss or expenses incurred by Caburn Hope which are in any way attributable to the Supplier’s failure to meet such dates.

4.2 These Conditions shall extend to any substituted or remedial services provided by the Supplier.

4.3 Caburn Hope’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.

5. Caburn Hope’s obligations

5.1 Caburn Hope shall:

5.1.1 provide the Supplier with reasonable access at reasonable times to Caburn Hope’s premises for the purpose of providing the Services; and

5.1.2 provide such information to the Supplier as the Supplier may reasonably request and Caburn Hope considers reasonably necessary for the purpose of providing the Services.

6. Charges and payment

6.1 The Charges for the Services shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Caburn Hope, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

6.2 The Supplier shall invoice Caburn Hope on completion of the Services. Each invoice shall include such supporting information required by Caburn Hope to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number to be sent by post or electronic mail unless otherwise agreed in writing.

6.3 In consideration of the supply of the Services by the Supplier, Caburn Hope shall pay the invoiced amounts in accordance with the Purchase Order.

6.4 If Caburn Hope fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 2% per cent per annum above the base rate for the time being of HSBC accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that Caburn Hope disputes in good faith.

6.5 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow Caburn Hope to inspect such records at all reasonable times on request.

6.6 Caburn Hope may, without limiting its other rights or remedies, set off any amount owed to it by the Supplier against any amount payable by Caburn Hope to the Supplier under the Contract.

7. Data protection and data processing

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Caburn Hope is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

7.3 Without prejudice to the generality of clause 7.1, Caburn Hope will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.

7.4 Without prejudice to the generality of clause 7.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

7.4.1 process that Personal Data only on the written instructions of Caburn Hope unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws).

7.4.2 Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify Caburn Hope of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying Caburn Hope;

7.4.3 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Caburn Hope, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

7.4.4 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

7.4.5 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of Caburn Hope has been obtained and the following conditions are fulfilled:

(a) Caburn Hope or the Supplier has provided appropriate safeguards in relation to the transfer;
(b) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) the Supplier complies with reasonable instructions notified to it in advance by Caburn Hope with respect to the processing of the Personal Data;

7.4.6 assist Caburn Hope in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.4.7 notify Caburn Hope without undue delay on becoming aware of a Personal Data breach;

7.4.8 at the written direction of Caburn Hope, delete or return Personal Data and copies thereof to Caburn Hope on termination of the agreement unless required by Applicable Law to store the Personal Data; and

7.4.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 7.

7.5 Caburn Hope consents to the Supplier appoint a third-party processor of Personal Data under the Contract to process Personal Data if:

7.5.1 the Supplier obtains the prior written consent from Caburn Hope;

7.5.2 the Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement that contains terms substantially similar to those set out in this clause 7, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Caburn Hope’s written request, provides the Supplier with copies of such contracts; and
the Supplier maintains control over all Personal Data it entrusts to the third-party processor.

7.6 The Supplier agrees to indemnify, keep indemnified and defend at its own expense Caburn Hope against all costs, claims, damages or expenses incurred by Caburn Hope or for which Caburn Hope may become liable due to any failure by the Supplier, its employees, subcontractors or agents to comply with any of its obligations under this Contract or the Data Protection Legislation.

8. Intellectual property rights

8.1 In respect of any goods that are transferred to Caburn Hope under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Caburn Hope, it will have full and unrestricted rights to transfer all such items to Caburn Hope.

8.2 The Supplier assigns to Caburn Hope, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.

8.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

8.4 The Supplier shall, promptly at Caburn Hope’s request, do all such further acts and things and the execution of all such other documents as Caburn Hope may from time to time require for the purpose of securing for Caburn Hope the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to Caburn Hope in accordance with clause 8.2.

8.5 All Caburn Hope Materials are the exclusive property of Caburn Hope.

9. Indemnity

9.1 The Supplier shall indemnify Caburn Hope 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 professional costs and expenses) suffered or incurred by Caburn Hope arising out of or in connection with:

9.1.1 any claim made against Caburn Hope for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Caburn Hope Materials);

9.1.2 any claim made against Caburn Hope by a third party arising out of or in connection with the supply of the Services.

9.2 This clause 9 shall survive termination of the Contract.

10. Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without limiting its other rights or remedies, Caburn Hope may terminate the Contract with immediate effect by giving written notice to the Supplier if:

11.1.1 the Supplier commits a material or persistent breach of the Contract and if such a breach is remediable fails to remedy that breach within seven days of receipt of notice in writing of the breach;

11.1.2 the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or being a partnership has any partner to whom any of the foregoing apply;

11.1.3 the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where a company for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

11.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier being a company other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

11.1.5 the Supplier being an individual is the subject of a bankruptcy petition order;

11.1.6 a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

11.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier being a company;

11.1.8 a floating charge holder over the assets of the Supplier being a company has become entitled to appoint or has appointed an administrative receiver;

11.1.9 a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

11.1.10 any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.2 to clause

11.1.9 inclusive;

11.1.11 the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or

11.1.12 the Supplier being an individual dies or, by reason of illness or incapacity whether mental or physical, is incapable of managing his own affairs or becomes a patient under any mental health legislation.

11.2 Without limiting its other rights or remedies, Caburn Hope may terminate the Contract by giving the Supplier one month’s written notice.

12. Consequences of termination

12.1 On termination of the Contract for any reason:

12.1.1 the Supplier shall immediately deliver to Caburn Hope all Deliverables whether or not then complete, and return all Caburn Hope Materials. If the Supplier fails to do so, then Caburn Hope may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

12.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

12.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12.2 The Supplier undertakes that it will not without the prior written consent of Caburn Hope directly or indirectly and whether alone or in conjunction with or on behalf of any other Person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise for the duration of this Agreement and for a period of 12 months from the Termination Date:

12.2.1 be engaged, concerned or interested in any business which during that period has supplied goods or services to Caburn Hope if such engagement, concern or interest causes or would cause the supplier to cease or material reduce its dealings with Caburn Hope; and

12.2.2 be or become in any capacity whatsoever engaged, concerned, interested in, deal with, accept custom, solicit, interfere with or endeavour to entice away from Caburn Hope work from any person who was a Contact of Caburn Hope during the period of this agreement.

12.3 The Supplier undertakes that it will not without the prior written consent of Caburn Hope directly or indirectly and whether alone or in conjunction with or on behalf of any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise use in connection with any business any name or any colourable imitation of Caburn Hope’s name or logo.

13. General

13.1 Force majeure:

Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable.

13.2 Assignment and subcontracting:

13.2.1 The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Caburn Hope and if such consent is given, clause 4.2 shall apply.

13.2.2 Caburn Hope may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.3 Notices:

13.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office if a company or in any other case its principal place of business, or sent by email to the other party’s main email address.

13.3.2 Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by email, on the next Business Day after transmission.

13.3.3 This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall include e-mails and for the avoidance of doubt notice given under this Contract shall be validly served if sent by e-mail.

13.4 Waiver and cumulative remedies:

13.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Severance:

13.5.1 If a court or any other competent authority finds that any provision or part of any provision of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

13.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.6 No partnership:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.7 Third parties:

A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.8 Variation:

Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Caburn Hope.

13.9 Governing law and jurisdiction:

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims, shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

14.10 Media & Publicity

The Supplier must obtain prior written approval from Caburn Hope on a project by project basis to indicate, infer or include information about all or any part of the Services undertaken for or on behalf of Caburn Hope in their, including but not limited to, portfolio, publicity materials, website or any such other marketing or information and Caburn Hope reserves the right to agree to provide such written approval on certain conditions being met as it may see fit from time to time, including but not limited the requirement for all work featured in an online portfolio to include a hyperlink to Caburn Hope’s website www.caburnhope.co.uk (or such other website that may exist at the time).