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CONTRACT FOR SUPPLY OF INSTALLATION SERVICES TO B&Q CUSTOMERS ON BEHALF OF B&Q

THE PARTIES TO THIS AGREEMENT ARE:

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(1) The relevant B&Q Contracting Party (“B&Q”); and

(2) The Supplier:
(3) Complete the following in full where the Supplier is a registered company:

Full company name: Ernesto Projects Ltd

Trading name (if different): N/A

Company number: 13922846

Registered office address: 29 Kirkstall Road, Middleton Manchester, M246EU

(4) ("Supplier")
B&Q and the Supplier are each a “Party” and together the “Parties”
SCHEDULE OF INSTALLATION SERVICES
This Schedule of Installation Services is subject to and governed by the attached “General terms for the
supply of Installation Services to B&Q customers” (“T&Cs”).
PARTY REPRESENTATIVES

B&Q Representative Supplier Representative

Name and job title As notified to the Supplier Jeorjios Semini - Director
by B&Q from time to time

Instructing Store Oldham 1304

Telephone number As provided to the Supplier 07438006456

by B&Q from time to time

Email address As provided to the Supplier ernesto.projects@yahoo.com

by B&Q from time to time

INSTALLATION SERVICES (tick as appropriate)

Kitchen Bathroom  Bedroom 

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SUB-CONTRACTORS
Appointment of sub-contractors where law, regulation or Certifying Body require that certain services or
activities may only be performed by someone with appropriate qualification, experience, registration,
certification or equivalent is subject to Clause 20.

SERVICE LEVELS

Title Requirement Service Level

Pre Home The Supplier shall: 98% of the time

Survey
a) be available to make a Home Survey booking with the Customer
whilst the Customer is within a design appointment with B&Q or,
alternatively, able to book a Home Survey for a Customer within 48hrs
of the design appointment; and
b) to undertake a Home Survey for a Customer no longer than 7 Working
Days after the referral from B&Q has been passed to the Supplier.

Post Home The Supplier shall provide all required documentation to B&Q within 48 100% of the
Survey hours of a Home Survey being undertaken. time

Installation The Supplier shall update B&Q weekly or upon significant changes to their 100% of the
Availability availability time

Installation The Supplier shall perform the Installation Services in respect of an Order 100% of the
from the Start Date, save where otherwise agreed with B&Q as a result time
of Customer request or Force Majeure

Emergency The Supplier shall attend the premises of a Customer making an 100% of the
Service Emergency Service Request within 24 hours, excluding days which are time
Request not Working Days, of the request being made to resolve the issue.

Standard The Supplier shall attend the premises of a Customer making a Standard 95% of the time
Service Service Request within 3 – 5 Working Days of the request being made to
Request resolve the issue.

INSURANCE COVER

Insurance Policy Cover

Public/Product Liability Insurance £2,000,000 (two million) per incident or series of connected incidents

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FEES
As set out in the relevant Fee List in force at the time of the Order.

This Agreement (including this Schedule of Installation Services and the attached “General
Terms for the supply of Installation Services to B&Q Customers” has been entered into on the
date both parties sign below or, in the event the parties sign on different dates, the date of
signature of the last party to sign.

Signed for and on behalf of the Supplier Signed for and on behalf of B&Q Limited

……………………………………………………………………….. …………………………………………………………………………………
Signature Signature

Name: Jeorjios Semini Name: John Eason

Title: Director Title: Director

Date of signature: 7/7/2022 Date of signature: 10/7/2022

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GENERAL TERMS FOR THE SUPPLY OF INSTALLATION SERVICES TO B&Q CUSTOMERS

Where the geographic location of the Instructing Store is the Isle of Man, Republic
of Ireland, Jersey or Guernsey then this Agreement shall be read and construed
subject to the relevant local variations set out in Appendix 5.

1 Definitions and interpretation

1.1 In this Agreement the following words and phrases shall, unless the context otherwise requires,
have the following meanings:

Agreement means this agreement, its schedules and appendices, the Schedule of Installation
Services and the B&Q Installation Postcode Area Table and Fee List applicable at
the time of the Order;

Auditor(s) means as defined in Clause 6.4;

B&Q Contracting means the relevant B&Q entity that will enter into this Agreement with the
Party Supplier. The relevant B&Q Contracting Party is determined by the geographic
location of the Instructing Store:
 United Kingdom and the Isle of Man: B&Q Limited, a company registered
in England (company number 00973387) whose registered office is at B&Q
House, Chestnut Avenue, Chandlers Ford, Eastleigh, Hampshire, S053 3LE
and is registered as a Foreign Company in the Isle of Man (company
number 000489F) whose place of business on the Isle of Man is B&Q
Superstore, Spring Valley Industrial Estate, Braddan;
 Republic of Ireland: B&Q Ireland Limited, a company registered in the
Republic of Ireland (company number: 156844), whose registered office is
6th Floor, 2 Grand Canal Square, Dublin 2, Republic of Ireland;
 Jersey: B&Q (Retail) Jersey Limited, a company registered in Jersey
(company number: 9769), whose registered office is Gaspé House, 66-72
Esplanade, St Helier JE2 3QT, Jersey; and/or
 Guernsey: B&Q (Retail) Guernsey Limited, a company registered in
Guernsey (company number: 2572), whose registered office is PO Box 48,
Dorey Court, Admiral Park, St Peter Port, GY1 3BQ, Guernsey.

B&Q Guidelines means the guidelines, information, policies, processes and procedures and systems
information provided to the Supplier by B&Q from time to time, whether such
information is entitled “B&Q Guidelines” or not;

B&Q Installation means the table of postcodes and corresponding Installation Areas as updated by
Postcode Area B&Q from time to time;
Table

B&Q Representative as set out in the Schedule of Installation Services;

Certificates means the safety and/or inspection certificate relevant to Installation Services as
required for compliance with building regulations or by any other Competent
Authority or Certifying Body.

Certifying Body and means an organisation or body recognised by law and/or the relevant industry as
Certifying Bodies authorised to issue certificates or other form of confirmation confirming (as
appropriate): work has been carried out to a satisfactory standard; an individual
is qualified to carry out specified types of work; materials are suitable for particular
uses; and/or that training or a qualification is of a particular standard. In the case
of the Installation Services, Certifying Bodies include, but are not limited to: NAPIT
Services Limited, NICEIC, Gas Safe Register;

CIS means the Construction Industry Scheme as provided for in the Finance Act 2004
and legislation (whether delegated or otherwise) supplemental thereto;

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Code of Conduct means the document entitled “Kingfisher Code of Conduct” as updated by, or on
behalf of, B&Q from time to time. A copy of the current version of the Code of
Conduct is set out in Appendix 2 of these T&Cs and the current version of which is
available on the Kingfisher Plc website;

Commencement means the earlier of: the date on which the Supplier first carries out any element
Date of the Installation Services, and the last date of signature of this Agreement, as
set out in the Schedule of Installation Services;

Competent means any person or legal entity (including any governmental or government
Authority agency) having regulatory authority under Environmental Law and/or any court of
law or tribunal;

Completion means a document, on the template issued by B&Q from time to time, confirming
Certificate that all Installation Services have been carried out in respect of an Order;

Contractor means an agent, contractor, sub-contractor (including Sub-Contractor) or other

third party appointed by the Supplier in order to perform all or part of the
Installation Services in accordance with this Agreement including the Sub-
Contractors;

Customer means any customer who has purchased Installation Services from B&Q;

Customer the commitment(s) given by B&Q to its Customers (the precise formulation of
Guarantee which may be updated from time to time) in relation to installation Services carried
out for its Customers;

Data Protection means all applicable data protection and privacy legislation in force from time to
Legislation time in the UK including the General Data Protection Regulation ((EU) 2016/679);
the Data Protection Act 2018; the Privacy and Electronic Communications Directive
2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426), each as amended from time
to time;

Emergency Service as defined in Appendix 1;

Request

Employee Liabilities means, in relation to an employee, any costs and/or liabilities arising out of or in
connection with the employment of that employee or the termination of such
employment including any contractual entitlements in respect of salary, wages or
other emoluments, employer’s national insurance contributions, pay-as-you-earn
tax deductions, pension contributions or payments, any reimbursement of
employee expenses and any settlements, awards, costs or penalties arising in
connection with any dispute between that employee (or trades union representing
that employee) and his/her employer and/or arising out of or in connection with
the termination of employment of that employee;

Environment Means the natural and human made environment, including any and all organisms
(including humans), ecosystems, property and any or all the following media:
(a) air (including the air within buildings and the air within other natural or
human-made structures whether above or below ground);
(b) water (including water under or within land or in drains or sewers and
coastal and inland waters); and
(c) land (including land under water);

Environmental Law means all applicable law (including, without limitation, statutory law, subordinate
legislation, common law, judicial decisions and the law of the European Union
(where applicable) and notices issued by any Competent Authority), treaties, codes
of practice and guidance notes having legally binding effect from time to time
subsisting or in force which have as a purpose or effect the protection of the
Environment;

Environmental means any permit, licence, authorisation, consent or other approval required by
Licence Environmental Law;

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Fees means the sums due from B&Q to the Supplier in respect of the Installation
Services, as detailed in the Fee List and calculated and paid in accordance with
Clause 8 (Fees, tax, invoicing and payment);

Fee List means the list of fees payable by B&Q for the Installation Services in each
Installation Area, as amended by B&Q from time to time;

Force Majeure in relation to either B&Q or the Supplier, means circumstances beyond the
reasonable control of that party including acts of God, war, riots, explosion,
extreme weather conditions, fire, flood, widespread disease causing movement,
social contact and/or trading restrictions, pandemic, government and/or regulator
action;

Good Industry means standards, practices, methods and procedures and the degree of skill and
Practice care, diligence, prudence and foresight which would reasonably and ordinarily be
expected from a skilled and experienced person or body engaged in a similar type
of undertaking under the same or similar circumstances;

Home Survey means a survey carried out by the Supplier, (which shall be carried out free of
charge unless otherwise agreed), at the Customer’s premises to determine the
specifications for an Installation Service;

Infection Control means the minimum standards which the Supplier shall implement in order to
Methods minimise the transmission of infection between occupants of the Customer’s
premises and the Supplier and Supplier Personnel, such methods to be either as
set out in relevant documentation from B&Q or in Government guidance, whichever
provides the higher standard;

Installation Area means, in relation to each Order, the area as set out in the B&Q Installation
Postcode Area Table corresponding to the postcode of the property at which the
Supplier shall provide the Installation Services;

Intellectual means all patents, patentable rights, copyrights, design rights (whether registered
Property Rights or unregistered), utility models, trade marks, trade names, service marks, trade
secrets, know-how, database rights, domain names, moral rights, rights in
inventions, rights in data, database rights, and all other intellectual and industrial
property and similar or analogous rights existing under the laws of any country
(whether or not registered or registerable) and all pending applications for and
right to apply for or register the same (present, future and contingent, and
including all renewals, extensions, revivals and all accrued rights of action);

Installation means an installation service as set out in the Schedule of Installation Services
Service(s) and Appendix 1 to be provided to the Customer by the Supplier in accordance with
this Agreement;

Instructing Store means the B&Q store referred to in the Schedule of Installation Services;

Liabilities means the following whether incurred in respect of a Customer or third party:
a) goodwill payments, the cost of goods or services provided as gestures of
goodwill and/or compensation payments, reasonably paid, or (in the case of
goods) supplied, by B&Q in connection with Reimbursement Events; and/or
b) liabilities, losses, demands, claims, damages, amounts agreed upon in
settlement, costs and expenses (including all legal and other professional
fees, expenses and disbursements) paid by B&Q;

Order B&Q’s written instruction appointing the Supplier to provide Installation Services
for a named Customer and which set out the specification for the Installation
Services to be provided by the Supplier, together with related information such as
the Start Date and the address of the Customer;

Products means a product which is purchased from B&Q by a Customer and which B&Q
notifies to the Supplier is a direct to site product;

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Purchase Order means the written instruction issued by B&Q to the Supplier permitting the Supplier
to raise an invoice in respect of an Order. Purchase Orders are currently issued via
the online system known as the “EDT Portal”;

Registration Has the meaning given in Clause 20.1;

Reimbursement has the meaning given in Clause 7.3;

Event

Repair Works means:

(a) in respect of the Installation Services, the repair or re-performance of the
Installation Services so that a fault or defect caused by the Installation
Services, or by performance of the Installation Services in such a way as to
breach this Agreement, is remedied; and
(b) in respect of Stock, the repair, modification or replacement of the relevant
Stock,
in each case to the reasonable satisfaction of B&Q and the relevant Customer, and
so that the Installation Services and/or Stock (as appropriate) comply with this
Agreement and the Order.

Replacement means any replacement provider of all or part of the Installation Services;
Provider

Satisfaction Survey means a survey which may be used by B&Q to ensure that the Customer is satisfied
with the Installation Services in respect of their Order, the form of which will be
determined by B&Q to the Supplier from time to time;

Schedule of means the schedule of services entitled “Schedule of Installation Service” that
Installation forms part of this Agreement;
Services

Service Levels means the levels of performance of the Installation Services which the Supplier is
to meet as set out in the Schedule of Installation Services;

Standard Service as defined in Appendix 1;

Request

Start Date means the date, arranged by the Supplier with the Customer, on which the supplier
will commence the Installation Services for that Customer’s Order;

Stock means products, consumables and items used in performance of the Installation
Services, whether provided by B&Q directly to the Supplier or via the Customer,
or provided by the Supplier;

Sub-Contractor(s) has the meaning set out in Clause 20.3;

Supplier Personnel means the employees, Contractors, agents or otherwise of the Supplier that are
engaged directly or indirectly by the Supplier to perform the Installation Services;

Supplier as set out in the Schedule of Services;

Representative

Term means as defined in Clause 18.1;

VAT means value added tax as provided for in the Value Added Tax Act 1994 and
legislation (whether delegated or otherwise) supplemental thereto;

VAT Reverse Charge means the VAT obligations applying to the supply of construction services pursuant
to Section 55A of the Value Added Tax Act 1994 and any VAT regulations relating
thereto;

Waste Materials means all waste generated as a result of Installation Services carried out under
this Agreement at Customer premises;

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Working Hours means the days and hours agreed between the Supplier and the Customer as the
hours when the Installations Works will be performed by the Supplier in respect of
an Order; and

Working Day means a day which is not a Saturday or Sunday or a bank or national holiday in
England and between the hours of 08:00 – 18:00 (inclusive).

1.2 In this Agreement unless the context requires otherwise:

1.2.1 references to a Clause, Appendix or Schedule are to a clause or appendix of this Agreement
or the Schedule of Installation Services, references to this Agreement include its schedules,
and references in a schedule to a paragraph are to a paragraph of that schedule;
1.2.2 words denoting the singular include the plural and vice versa and words denoting any
gender include every gender;
1.2.3 references to a person include any corporate or unincorporated body;
1.2.4 the table of contents and headings in this Agreement do not affect its interpretation;
1.2.5 the terms including, include, in particular or any similar expression shall be read as
“including but not limited to”; they shall be construed as illustrative and shall not limit the
sense of the words preceding those terms;
1.2.6 unless otherwise specified, a reference to a statutory provision is a reference to that
provision as amended, consolidated, extended or re-enacted from time to time (whether
before or after the date of this Agreement) and to any subordinate legislation made under
it;
1.2.7 any reference to:
(a) a day shall mean a period of 24 hours running from midnight to midnight;
(b) a week shall mean a period of 7 consecutive days;
(c) a month or months shall mean the period commencing on (and including) the
relevant day in the relevant calendar month and ending on (and excluding) the same
day in (respectively) the following or final calendar month into which such period
extends (provided that, if there is no corresponding day in that calendar month, the
period shall end on (and include) the final day of such calendar month).
1.2.8 reference to any English legal concept, term, action, remedy, method of judicial proceeding,
legal document, legal status, court or official shall, in respect of any jurisdiction other than
England, be deemed to refer to what most nearly approximates to it in that jurisdiction;
and
1.2.9 reference to any English statute, bye-law, regulation, rule, delegated legislation or order
shall, in relation to any assets owned, liabilities incurred, company incorporated or business
carried on in any jurisdiction other than England, be deemed to include what most nearly
approximates to it in that jurisdiction.
2 Appointment
2.1 The Supplier provides specialist Installation Services which B&Q wishes to promote and sell to its
Customers.
2.2 The Supplier shall provide the Installation Services, on a non-exclusive basis, pursuant to each
Order which the Supplier accepts, and in accordance with the provisions of this Agreement. All
Orders will be subject to the provisions of the Agreement, including the relevant Service Levels and
B&Q Guidelines.
2.3 B&Q shall submit Orders to the Supplier in accordance with B&Q’s process as advised to the Supplier
from time to time, and the following shall apply:
2.3.1 An Order shall be deemed to be accepted by the Supplier if the Supplier confirms
acceptance of the Order via the acceptance method required by B&Q. If the Supplier
does not accept an Order within 2 Working Days, then the Supplier will be deemed to
have rejected the Order;
2.3.2 Where the Supplier accepts the Order then, upon acceptance of the Order, the Supplier
shall be contractually obliged to perform the Installation Services set out in the Order;
2.3.3 Where B&Q or the Customer subsequently request changes to the original Order, then
the Supplier shall follow B&Q’s change control process as advised from time to time.
The Supplier shall not commence work on any changes until the change control process
has been completed and the change approved in writing by the Customer and B&Q.

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The Supplier will not be paid for any Installation Services or other work performed
without written approval pursuant to the B&Q change process; and
2.3.4 Where the Installation Services are carried out by Contractors on the Supplier’s behalf,
references to the Supplier shall be deemed to include such Contractors.
2.4 B&Q does not guarantee to place Orders with the Supplier, and the Supplier is not obliged to accept
an Order.
2.5 At no time shall the Supplier or Supplier Personnel be deemed to be employees of B&Q.
2.6 If there is any inconsistency or conflict between the provisions set out in the main body of this
Agreement and the provisions set out in the Schedule of Installation Services to this Agreement,
or the Order, then the order of precedence shall be:
2.6.1 the provisions set out in these “General terms for the supply of installation services to
B&Q Customers”;
2.6.2 the Schedule of Installation Services;
2.6.3 the Order, unless a provision of the Order specifically states that it takes precedence
over this Agreement in which case the specified section of the Order shall take
precedence in relation to that subject-matter only.
2.7 This Agreement replaces and supersedes any other contract relating to installation services the
same as, or similar to, the Installation Services which the Supplier has with B&Q and any such
contract shall be deemed terminated on the Commencement Date.
3 Service Standards
3.1 The Supplier warrants that it shall, and shall procure that all Supplier Personnel shall, at all times
during the Term:
3.1.1 perform the Installation Services in a proper and lawful manner with due skill, care and
diligence using safe processes and systems of work and efficient means and methods and
in accordance with Good Industry Practice;
3.1.2 carry out the Installation Services in accordance with the Service Levels and the Infection
Control Methods;
3.1.3 ensure that all Installation Services are performed in accordance with any manufacturer’s
specifications, the B&Q Guidelines and comply with the results of the Home Survey, and
the Order, and do not cause B&Q to be in breach the Customer Guarantee;
3.1.4 observe all relevant legislation, laws, codes of practice, regulations, guidance and other
requirements of any relevant government or governmental agency. Where there is any
conflict between the requirements of this Clause and the requirements of Clause 3.1.3, then
the higher standards shall prevail;
3.1.5 ensure all Supplier Personnel are competent, skilled and experienced in such Installation
Services as are allocated to them, and have the knowledge, all qualifications, licenses
registrations and certificates required in order to be able to carry out the Installation
Services in accordance with this Agreement. The Supplier shall notify B&Q immediately and
in no event shall commence any works in connection with the Installation Services if the
Supplier Personnel do not hold the required qualifications, registrations and certificates
required in order to carry out such works;
3.1.6 maintain adequate pest control measures, security measures and fire precautions in relation
to the safety and protection of the Products, Stock, Customer premises and property and
B&Q’s property;
3.1.7 ensure that every effort is made to minimise disruption to the Customer’s premises or
property, and that of any neighbouring premises or property, whilst carrying out the
Installation Services, including in respect of the supply of electricity, water and gas services,
and to ensure that there is no unnecessary disruption when the Customer’s premises are
vacated at the end of the Working Hours;
3.1.8 ensure that the Installation Services are undertaken as tidily as possible; that any Waste
Materials generated by the Installation Services is removed and disposed of in a legal
manner; and any damage caused by or arising from the Installation Services is made good;
3.1.9 promptly report any complaint received by the Customer, in relation to the performance of
the Installation Services or otherwise, via the reporting method required by B&Q from time
to time and comply with the reasonable instructions of B&Q to enable B&Q to adequately
resolve any such complaint;
3.1.10 ;

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3.1.11 ensure that new materials only are used in carrying out the Installation Services (unless
B&Q agrees otherwise in writing or the contrary is set out in the Order) and all goods used
or included in the Installation Services are of satisfactory quality, and there shall not be
used or included in the Installation Services any products or materials not in conformity
with relevant British Standards or codes of practice or which, at the time of use, are widely
known to building contractors or members of the relevant design profession to be
deleterious to health and safety or to the durability of buildings and/or other structures or
finishes and/or plant and machinery in the particular circumstances in which they are used;
3.1.12 ;
3.1.13 provide any necessary premises, assets and fixed and moveable plant and equipment
(including vehicles) required to provide the Installation Services. Such assets, plant and
equipment will be properly serviced and maintained and at all times will be kept in a
condition so as to be suitable for the performance of the Installation Services and so as not
to bring B&Q into disrepute;
3.1.14 hold and maintain any necessary Environmental Licence for the performance of the
Installation Services including the transportation, handling, storage and disposal of any
Waste Materials and provide copies of the same to B&Q within 7 Working Days of receiving
a written request for such information from B&Q;
3.1.15 keep copies of all waste transfer notes completed by the Supplier in respect of any Waste
Materials (in accordance with any applicable Environmental Law) for at least two years and
provide copies of the same to B&Q within seven Working Days of receiving a written request
for such information from B&Q and, where requested provide copies to a Competent
Authority in accordance with its request;
3.1.16 where any Waste Materials are disposed of by the Supplier, it must dispose of such Waste
Materials at a facility licensed by a Competent Authority within the United Kingdom to
accept such Waste Materials in accordance with Environmental Law and must provide B&Q
with a copy of the facility’s Environmental Licence(s) within fourteen Working Days of
receiving a written request for such information from B&Q; and
3.1.17 use reasonable endeavours to attend, and arrange for Supplier Personnel to attend or be
provided with the information from, training provided by B&Q in respect of relevant B&Q
products and/or the processes and systems which enable the Supplier to be a provider of
Installation Services, and any policies which apply.
4 Procedure for carrying out the Installation Services
4.1 Where a Customer places an order with B&Q for Installation Services, B&Q, in consultation with the
Customer, will select a preferred provider of the Installation Services to the Customer. If the
Supplier is the preferred provider, and carries out an acceptable Home Survey, then B&Q may place
an Order with the Supplier, and if the Supplier accepts such Order, then the Installation Service in
respect of that Order will be provided by the Supplier under the provisions of this Agreement.
4.2 For the avoidance of doubt B&Q will collect and process all payments from Customers (including in
respect of the Installation Services) and shall be liable in respect of all applicable taxes thereon.
4.3 The Supplier warrants that it shall comply with the following in the provision of the Installation
Services:
4.3.1 where the Supplier has agreed to attend the Customer’s premises to perform any element
of the Installation Services then (a) the Supplier will use its best endeavours to attend the
Customer’s premises to carry out the Installation Service on the date(s) and time(s) that
has been pre-arranged with the Customer; and (b) should the Supplier be unable to attend
then the Supplier shall contact the Customer in advance to reschedule and notify B&Q of
the change
4.3.2 the Supplier shall ensure that all Supplier Personnel identify themselves to the Customer
prior to entering the Customer’s premises for the first time, and ensure that the Customer
is present before commencing the Installation Service. Where an identity card is provided
by B&Q, Supplier Personnel must show their identity card to the Customer;
4.3.3 the Supplier shall ensure that all Supplier Personnel explain to the Customer exactly what
the process will be in respect of the duties they will be performing and also explain any
down time/interruption to water and (if appropriate) electrical, gas, and/or oil supplies
during the course of their visit at the Customer’s premises;
4.3.4 the Supplier shall ensure that all Supplier Personnel must check that they can safely carry
out the Installation Service without any structural changes to the Customer’s possessions
or property;

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4.3.5 the Supplier shall ensure that, if the Supplier Personnel believe that the Installation Service
cannot be undertaken due to any issues (including access, safety and stock issues) they
must inform the Customer and subsequently promptly notify the Supplier Representative;
4.3.6 the Supplier shall ensure that, once the Installation Services have been carried out, the
Supplier Personnel explain the key features of any product they have installed or any repairs
performed and ask the Customer to sign the Completion Certificate to confirm that the
relevant Installation Services have been completed and that the premises has been left in
a clean and tidy condition;
4.3.7 if the Customer is not willing to sign the Completion Certificate, or the Customer signs the
Completion Certificate but sets out outstanding issues, the Supplier Personnel will identify
these issues and notify the Supplier Representative and the Supplier will notify B&Q;
4.3.8 unless agreed otherwise with B&Q, the Supplier Personnel will leave all packaging and waste
related to the Installation Service with the Customer on completion of the Installation
Services (noting the Supplier's obligations under Clause 4.3.6); and
4.3.9 if, following a Satisfaction Survey the Customer is not satisfied with any element of the
Installation Services then the Supplier will rectify any defect in accordance with Clause 7
(Warranties, Service levels and repair).
4.4 the Supplier shall carry out the Installation Services in respect of an Order in accordance with this
Agreement and the Order. When the Supplier believes the Installation Services to be complete, the
Supplier shall notify the Customer and B&Q and the completion process, as determined by B&Q
from time to time, shall be commenced by B&Q to confirm that the Installation Services have been
completed to an acceptable standard. In the event that the completion process identifies that the
Installation Services in respect of the Order are not complete and/or that there are defects in
respect of the Installation Services and/or the Stock, then Clause 7 (Warranties, Service Levels and
repair) shall apply. The Installation Services shall not be deemed to be completed until such time
as the Completion Certificate has been signed by the Supplier, the Customer and B&Q.
4.5 The Supplier shall maintain a record of the Customer’s name, address and work undertaken during
or after the performance of the Installation Service for a period of no less than two years from the
Start Date and no more than six years from the date of completion of the Installation Service and
shall comply with the relevant Data Protection Legislation in the maintenance and then deletion of
such record.
5 Representatives
5.1 The Supplier shall appoint a Supplier Representative who shall be responsible for the co-ordination
of all matters in respect of the Installation Services. All communications, documentation and
materials relating to the Installation Services shall be sent as appropriate by the Supplier
Representative to B&Q’s Representative.
5.2 Each party shall notify the other of any change of their representative.
5.3 B&Q shall be entitled to request the replacement of the Supplier Representative provided that it
shall not act unreasonably in doing so and provided that it sets out its reasons for requesting such
removal in writing. The Suppler shall comply promptly with such request, and shall bear all costs
in relation to same.
5.4 If the Supplier Representative is absent for any reason (including sickness, isolation arising from
disease containment, caring duties or holiday), the Supplier will promptly provide a suitable
substitute.
6 Records, Review Meetings and Reporting
6.1 The Supplier shall, at all times, keep B&Q informed, via the method required by B&Q from time to
time, of the progress of all matters relating to the provision of the Installation Services for the
Orders and shall promptly provide B&Q with any information it may reasonably require.
6.2 The B&Q Representative and the Supplier Representative shall have regular (and upon reasonable
notice) ad hoc review meetings at such frequency as is deemed necessary by B&Q and the Supplier,
to discuss the Supplier’s performance of the Installation Services against the Service Levels and
other matters pertaining to this Agreement.
6.3 The Supplier shall keep proper records and proper books of account in relation to the Installation
Services. Such records and books shall be made available upon reasonable notice for inspection
and audit by B&Q or its Auditors as set out in Clause 6.5.
6.4 The Supplier shall promptly provide B&Q with full written information concerning:
6.4.1 the Supplier’s financial condition (and that of its subsidiaries and/or parent companies) if
the Suppliers’ financial condition deteriorates to such an extent that it could be reasonably
expected to affect the Supplier’s performance under the Agreement;

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6.4.2 any non-payment by the Supplier of its Contractors in respect of work performed as part of
the Installation Services;
6.4.3 any non-payment by the Supplier of any of its creditors (other than Contractors) where
such non-payment does not arise from a legitimate dispute regarding whether the unpaid
sum is payable;
6.4.4 any transfer of control in, or management of, the Supplier’s business (however such
transfer is achieved) to a third party.
6.5 Upon the written request of B&Q (or any of its Auditors), the Supplier will permit (and shall cause
its Contractors to permit) during the Supplier’s normal business hours and at the Supplier’s (or
Contractor’s) business premises and Customer premises, such technical, legal, regulatory, financial
and operational audits, inspections, investigations, and other examinations (including, where
deemed appropriate, on-site reviews of premises) of the Supplier (or its Contractors, as the case
may be) including of records, Installation Services and the outcome of the Installation Services, as
are reasonably necessary for B&Q, its auditors and inspectors (internal and external) and its
regulators (collectively Auditors) to evaluate the Supplier’s (or any of its Contractors) performance
of the Installation Services or the Supplier’s compliance with its obligations set out in this
Agreement.
7 Warranties, Service Levels and Repair
7.1 If at any time whilst carrying out Installation Services in relation to an Order, or within a period of
2 years following the completion of the Installation Services in relation to an Order, the Supplier or
B&Q is notified that the Installation Services or Stock or any part of them are in breach of the
provisions of this Agreement, then:
7.1.1 in the case of a fault or a defect in the workmanship of the Installation Services, the Supplier
shall, at its own cost and expense:
(a) carry out appropriate Repair Works, save that such obligation is subject to the
Customer’s consent. In the event that the Customer does not consent to the
Supplier carrying out the Repair Works, then Clause 7.2 shall apply; and
(b) reimburse B&Q in full for any payment reasonably paid by B&Q to the Customer
as a result of such fault or defect in the workmanship of the Installation Services
as set out in Clause 7.3; and/or
7.1.2 in the case of any design fault or defect in the Stock:
(a) the Supplier shall carry out appropriate Repair Works, save that such obligation
is subject to the Customer’s consent and (where applicable) paragraph (c). In the
event that the Customer does not consent to the Supplier carrying out the Repair
Works, then Clause 7.2 shall apply; and
(b) where such Stock was not supplied by B&Q, the Supplier shall bear the cost of
any repair or replacement of the Stock and shall reimburse B&Q in full for any
payment reasonably paid by B&Q to the Customer as a result of such fault or
defect in the Stock as set out in Clause 7.3; and
(c) where such Stock was supplied by B&Q (whether directly to the Supplier or via
the Customer), then prior to carrying out the Repair Works, the Supplier will
submit to B&Q a quote for the Repair and will not commence such Repair Works
until written approval has been provided by B&Q.
7.2 Should the Supplier fail to attend an Emergency Service Request or a Standard Service Request
within the required Service Level; or a Customer refuses to permit the Supplier to carry out Repair
Works pursuant to Clause 7.1; or where B&Q otherwise reasonably determines it to be necessary:
7.2.1 then B&Q may appoint another supplier to carry out Repair Works; and
7.2.2 where such Repair Works are necessary as a result of either the Supplier’s failure to attend
within the required Service Level, a fault or a defect in the workmanship of the Installation
Services or in Stock not supplied by B&Q, or any other breach by the Supplier of this
Agreement, the Supplier shall indemnify B&Q against all Liabilities incurred by B&Q in
engaging another supplier to provide the Repair Works and/or re-perform the Installation
Service.
7.3 Where a Reimbursement Event occurs and B&Q incurs cost, the Supplier shall indemnify B&Q
against all Liabilities incurred by B&Q in respect of same, save where the Reimbursement Event
was due solely to the acts or omissions of B&Q and/or the Customer or Force Majeure. Sums due
pursuant to this Clause may be recovered by B&Q pursuant to Clause 8.20.
For the purpose of this Clause, the following comprise Reimbursement Events:
7.3.1 Installation Services which are defective or otherwise breach this Agreement;

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7.3.2 failure to provide all or some of the Installation Services where the Supplier has accepted
an Order;
7.3.3 use of defective Stock;
7.3.4 the need for Repair Works;
7.3.5 breach of a Service Level or Service Levels; and/or
7.3.6 any material breach of the Supplier’s obligation in this Agreement.
8 Fees, tax, invoicing and payment
Fee Area
8.1 The Fees payable for the Installation Services in each Order shall be determined by the Installation
Area for that Order and references to the Fees in Fee List shall be to the Fees associated with the
Installation Area. The default Installation Area shall be Area 1.
8.2 B&Q shall notify the Supplier of the current version of the B&Q Installation Postcode Area Table
from time to time. The then current version of the B&Q Installation Postcode Area Table at the date
of each Order shall be used, notwithstanding any failure of B&Q to notify the Supplier of a change.
Fees
8.3 The total Fees payable in respect of the Installation Services for an Order shall be calculated by
adding together the Fee payable for each individual element of the Installation Services which is
listed in the Fees section of the Fee List (“Total Fees”).
8.4 Where the Supplier performs tasks for which there is no Fee listed in the Fee List, then the payment
for such task is deemed to be included within the total Fees and no additional payment shall be
due in respect such task.
8.5 B&Q shall notify the Supplier of the current version of the Fee List applicable to the geographical
area in which the Instructing Store is located, from time to time. The then current version of the
Fee List at the date of each Order shall be used, notwithstanding any failure of B&Q to notify the
Supplier of a change. The Supplier may, at any time, request from B&Q a copy of the then current
Fee List applicable to the geographical area in which the Instructing Store is located, or any Order
which the Supplier has received.
Tax
8.6 The Fees, unless otherwise stated, are exclusive of VAT.
8.7 Any VAT in respect of the Fees shall be payable in addition to such sums (save where the VAT
inclusive Fee is included on the invoice) on production of a properly constituted and valid VAT
invoice.
8.8 B&Q shall not be liable for any VAT, costs, penalties, interest or other charges arising from any
incorrect VAT treatment by the Supplier of any supply hereunder, save to the extent that B&Q
(acting reasonably) is able to recover such Costs from the relevant taxation authority, and the
Supplier shall indemnify and keep indemnified B&Q against any such Costs which B&Q is not able
so to recover.
8.9 If the VAT Reverse Charge applies to this Agreement or to any supply provided under this
Agreement at the date of this Agreement or any time thereafter):
8.9.1 the Supplier hereby warrants to B&Q that the Supplier shall comply with its obligations
under the VAT Reverse Charge and shall procure that its consultants, sub-contractors
and suppliers comply with their obligations under the VAT Reverse Charge;
8.9.2 B&Q confirms that, at the date of this Agreement, the Customer under an Order is an
"end user" for the purposes of the VAT Reverse Charge and if B&Q becomes aware that
the Customer at any time ceases to be an "end user" for the purposes of the VAT
Reverse Charge then it shall notify the Supplier and, notwithstanding any other
provisions of this Agreement relating to VAT and/or payment, B&Q's obligation to make
any payment under this Agreement shall be subject to the provisions of the VAT
Reverse Charge and B&Q shall (without liability to the Supplier or any of its consultants,
sub-contractors and suppliers and without entitling the Supplier to any additional time
or money) be entitled to take any steps it considers necessary and/or appropriate in
order to comply with its obligations under the VAT Reverse Charge including, without
limitation, withholding an amount equal to any VAT chargeable in respect of any
relevant supply provided by the Supplier, as required by VAT Reverse Charge, and
accounting to HM Revenue & Customs in respect of such amount withheld.
8.10 CIS or PAYE, NICs and any other relevant duties or taxes (as applicable) shall, where required by
law, be deducted by B&Q from the Fees prior to payment of the Fees.

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8.11 It is the obligation of the Supplier to register for CIS as required by HMRC and meet all requirements
imposed by such registration. The Supplier will provide to B&Q at the earliest opportunity sufficient
information to enable B&Q to verify the Supplier’s payment status with HMRC. The Supplier will not
receive payment for services under this contract until such information has been provided. The
accuracy of this information is the responsibility of the Supplier. If the payment status of the
Supplier is to change, the Supplier must inform B&Q within 14 days.
8.12 The Supplier will ensure that all invoices provided comply with invoicing requirements under CIS
and contain sufficient information for B&Q to correctly operate CIS.
8.13 Where the Supplier is a registered company or partnership, B&Q shall perform a Status
Determination Statement (SDS) and shall notify the Supplier of the status in accordance with the
Off-Payroll Working regulations. The Supplier may appeal the decision and B&Q shall respond within
45 days. Where the Supplier is a sole trader, B&Q shall determine the employment status of the
Supplier in relation to the Services. The Supplier shall in each case provide B&Q with such
information as B&Q or its agents may require to perform this determination. In the event that the
Supplier’s tax status is deemed by the SDS to be such that Fees paid to the Supplier must be
subject to PAYE, NICs and/or any other relevant deductions, then B&Q will not deduct CIS from the
Fees but will, instead, deduct the required PAYE, NICs and any other relevant deductions.
8.14 The Supplier shall be responsible for all PAYE, CIS and/or NICs or other such applicable taxes or
deductions in respect of Supplier Personnel;
8.15 The Supplier shall indemnify B&Q for and in respect of any income tax, National Insurance and
social security contributions and any other liability, deduction, contribution, assessment or claim
arising from or made in connection with the performance of the Installation Services by the Supplier
under this Agreement, where the recovery is not prohibited by law. The Supplier shall further
indemnify B&Q against all reasonable costs, expenses and any penalty, fine or interest incurred or
payable by B&Q in connection with or in consequence of any such liability, deduction, contribution,
assessment or claim.
8.16 All sums payable to the Supplier under the Agreement shall be made net of any deduction which
B&Q is required to make by law.
Invoicing
8.17 Payment in respect of an Order shall not be due to the Supplier until:
8.17.1 the Supplier has submitted to B&Q all required evidence demonstrating that the
Installation Services in respect of an Order have been completed in accordance with this
Agreement and the Order and any formal change requests approved pursuant to Clause
3.3. Such evidence includes copies of approved change requests and all required
Certificates and any relevant certificates issued by Certifying Bodies;
8.17.2 all “snagging” has been completed and the Supplier, the Customer and B&Q have all
signed a Completion Certificate in respect of the Order (signature not to be unreasonably
delayed or withheld by either Party);
8.17.3 the total amount of Fees calculated by the Supplier in respect of the Order has been
submitted to, and an amount of Total Fees has been agreed with B&Q, as the amount
payable in respect of the Order, in accordance with the process determined by B&Q from
time to time;
8.17.4 B&Q has issued a Purchase Order corresponding to the Total Fees agreed pursuant to
Clause 8.3 in respect of the agreed amount; and
8.17.5 a valid invoice, setting out the Total Fees as set out on the Purchase Order pursuant to
Clause 8.3, and which is compliant with (where applicable) the invoice requirements
imposed in respect of VAT and CIS, has been submitted to B&Q.
Payment
8.18 Within 30 days from receipt of a valid invoice pursuant to Clause 8.17, B&Q shall pay the Supplier
the Fees less any deductions B&Q is required, by law, to make.
8.19 If B&Q fails to pay an amount due to the Supplier by the due date, simple interest shall be added
to the unpaid amount from the final date for Payment until the actual date of payment. This shall
be calculated on a daily basis at three (3) percent above the Official Rate for the time being of the
Bank of England. The parties acknowledge that B&Q's liability under this Clause is a substantial
remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act
1998.
8.20 If B&Q is owed sums by the Supplier in connection with this Agreement, or B&Q owes sums to a
third party (howsoever arising) as a result of the Supplier’s acts or omissions, then B&Q shall be
entitled to deduct such sums from any payments owing to the Supplier. Where such sums are in
excess of the amounts payable by B&Q to the Supplier under this Agreement, then B&Q will be

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entitled to suspend all payments to the Supplier under the Agreement until the balance of the sums
owing to B&Q by the Supplier have been paid.
Cancellation
8.21 Where B&Q cancels an Order or suspends the Installation Services in respect of an Order, then
Clause 19 shall apply.
9 Supplier Personnel
General
9.1 The Supplier shall ensure that, and shall maintain appropriate records and necessary certificates to
show that, the Supplier Personnel are appropriately qualified, skilled, are of good character and
have each been adequately vetted and screened by the Supplier prior to such individual providing
any of the Installation Services. Such vetting and screening may, as appropriate, include the
Supplier obtaining references, performing due diligence in accordance with Good Industry Practice,
checking reputable review-providing websites, services or industry bodies, and/or the performance
of a criminal records check, and following the standards that B&Q notifies to the Supplier from time
to time. B&Q reserves the right to conduct ad hoc inspections to confirm that the Supplier is
complying fully with this Clause and the provisions of this Agreement.
9.2 Whilst on the Customer’s premises, the Supplier shall ensure that the Supplier Personnel:
9.2.1 present themselves at all times in a clean and tidy manner, wearing the Supplier’s
uniform and any protective clothing which may be required or advised;
9.2.2 introduce themselves as working on behalf of the Supplier only and not hold themselves
out to be in any way part of B&Q;
9.2.3 wear at all times in a prominent position an identification badge if provided by the
Supplier;
9.2.4 not smoke or be under the influence of either alcohol or drugs, or be unwell in any way;
9.2.5 if taking photographs of the Installation Services undertaken at the Customer’s
premises, seek the Customer’s permission prior to doing so and not include any
identifiable person or information in the photographs;
9.2.6 comply with the all relevant laws and Good Industry Practice; and
9.2.7 not do anything that could bring B&Q’s name into disrepute or which could otherwise be
damaging or detrimental to the reputation of B&Q.
9.3 Upon the reasonable request of B&Q at any time, or where any Supplier Personnel is accused of
any form of misconduct whilst providing the Installation Services, the Supplier shall immediately
withdraw any relevant member(s) of the Supplier Personnel from providing the Installation Services
(Removed Personnel). The Supplier shall advise B&Q of the circumstance giving rise to the removal
of the Removed Personnel, and the Supplier shall not use any Removed Personnel for the
installation Services without the express prior written consent of B&Q.
9.4 All liabilities (including any Liabilities) relating to the employment and/or engagement of any of the
Supplier Personnel are to be borne by the Supplier at all times.
TUPE and Employment Transfers
9.5 The Supplier will on demand indemnify B&Q (for itself and on behalf of any Replacement Provider)
against any Employee Liabilities (including any liability pursuant to Regulation 13 of the European
Communities (Protection of Employees on Transfer of Undertakings Regulations 2003 ("TUPE")
transferred to, imposed upon or reasonably incurred by B&Q or any Replacement Provider, in each
case to the extent arising out of or in connection with the employment of any of the Supplier
Personnel up to (and excluding) the date of transfer of the employment of the Supplier Personnel
to B&Q and/or any Replacement Provider pursuant to TUPE or other applicable laws or principles
(or, if there is no such transfer on termination of this Agreement, up to the termination of this
Agreement).
9.6 If any of the Supplier Personnel claim at any time to have become an employee of, or have rights
against, B&Q (for itself and on behalf of any Replacement Provider) by virtue of TUPE or other
applicable laws or principles, the Supplier will indemnify B&Q and/or any Replacement Provider
against any Employee Liabilities reasonably incurred by B&Q and/or any Replacement Provider, to
the extent arising out of or in connection with the termination by B&Q and/or any Replacement
Provider of the contract of employment of such person. The Supplier shall also on demand
indemnify B&Q (for itself and on behalf of any Replacement Provider) against all Employee Liabilities
incurred by B&Q arising out of or in connection with any claim (whether successful or not) made
by such a person against B&Q and/or a Replacement Provider (whether or not such person's
contract is terminated by B&Q and/or any Replacement Provider).

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9.7 A Replacement Provider may enforce the terms of this Clause 9 subject to the terms of the
Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 or any equivalent
legislation in any other jurisdiction in which the Supplier operates.
10 Health and Safety, security and site access
Certification
10.1 The Supplier shall, and shall procure that all Supplier Personnel, at all times during the Term
maintain all Certificates, certification, qualification, accreditation and training from Certifying
Bodies, and any other accreditation and training, necessary to perform the Installation Services
and as required by law and/or Good Industry Practice.
10.2 The Supplier shall immediately notify B&Q if the Supplier or any Supplier Personnel no longer
comply with Clause 10.1 and shall cease, and shall cease to permit such Supplier Personnel, to
perform the Installation Services for such time as they fail to comply.
Health and safety
10.3 The Supplier shall ensure that it complies, and shall ensure that all Supplier Personnel comply, with
all health and safety legislation and related regulations and all applicable guidelines and codes of
practice governing the performance of the Installation Services, and with the B&Q Guidelines. In
particular, the Supplier shall ensure that it and its Supplier Personnel shall comply at all times with
the requirements of the Health and Safety at Work Etc Act 1974 and all applicable regulations,
codes, and guidance made thereunder including, but not limited to, the Management of Health and
Safety at Work Regulations 1999, the Control of Asbestos Regulations 2012, the Construction
(Design and Management) Regulations 2015, the Electricity at Work Regulations 1989, the Gas
Safety (Installation and Use) Regulations 1998, the Working at Height Regulations 2005 and the
Water Supply (Water Fittings) Regulations 1999.
10.4 The Supplier shall perform and document all necessary risk assessments and, if required by B&Q,
the Supplier shall provide B&Q with a copy of its health and safety policy and with risk assessments
and method statements for all Installation Services conducted by the Supplier (if applicable) and
will provide B&Q with all updated versions of these documents.
Site safety and security
10.5 the Supplier shall not:
10.5.1 commence the Installation Services unless reasonable steps have been taken to make
the site at which the Installation Services are to be performed safe and to prevent
unauthorised access;
10.5.2 permit any Supplier Personnel to enter the site or commence Installation Services until
the Supplier (as Principal Contractor) has provided a suitable, site-specific, induction;
10.6 the Supplier shall:
10.6.1 co-ordinate the Supplier’s work, and that of the Supplier Personnel, with any other
work taking place on site including other work organised by the Customer;
10.6.2 plan, manage and monitor all work carried out by the Supplier and Supplier Personnel
including, where required, the preparation of a “construction phase plan” as required
by the Construction (Design and Management) Regulations 2015;
10.6.3 provide appropriate supervision, information and instructions to Supplier Personnel;
10.6.4 ensure that adequate welfare facilities are available on site for Supplier Personnel, and
shall agree the arrangements for same with the Customer prior to commencement of
the Installation Services.
10.7 The Supplier shall, from commencement of provision of the Installation Services in respect of an
Order, and throughout the progress of such Installation Services, take full responsibility for the
security of the area within which the Installation Services are to be performed, and the safety of
all persons entitled to be in that area, and shall keep that area in an orderly state appropriate for
the avoidance of danger to all persons entitled to be in that area, the Customer, any residents or
other occupants from time to time of the property, and adjoining owners and occupiers (and, in
particular, shall provide and maintain at its own cost all appropriate lights, guards, fencing,
barriers, hoarding, tarpaulins and warning signs), or as required by B&Q or by any Competent
Authority, for the protection of the Installation Services and for the safety and convenience of the
public.
Supplier appointed Principal Contractor
10.8 For the purposes of this Clause the expressions “Client” and "Principal Contractor" shall have the
same meaning as in the Construction (Design and Management) Regulations 2015 (the CDM
Regulations) which expression shall include any code of practice created thereunder.

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10.9 Unless otherwise stated in the relevant Order, the Supplier is appointed as both Client and
Principal Contractor and shall observe, perform and discharge and procure the observance,
performance and discharge of all the obligations, requirements and duties arising under the
CDM Regulations on the Client and Principal Contractor in connection with the Installation
Services.

10.10 The Supplier shall indemnify B&Q against all losses, claims, liabilities, costs and monies arising
out of or in connection with any breach by the Supplier or any Supplier Personnel of the CDM
Regulations (whether in relation to the obligations, requirements and duties of Employer or
otherwise).

Access to the Site

10.11 The Supplier acknowledges that its ability to enter a property to perform the Installation
Services required by an Order is subject to a non-exclusive licence to enter and occupy the
applicable part(s) of the relevant property for such periods and at such times as may be
necessary to enable the Supplier to perform its obligations under the relevant Order and this
Agreement. Except with the permission of the Customer to be given when necessary for the
execution of the Installation Services and subject to such terms as may be imposed, the
Supplier and Supplier Personnel shall not be permitted to enter any building or lands or any part
of the relevant property other than the area in which the Installation Services are to be
performed, or such other areas as the Customer may permit, and the Supplier shall warn the
Supplier Personnel that any person found in any area of the property without authority is liable
to be removed from the Installation Services.

10.12 Subject to the Customer’s permission, B&Q and others authorised by it shall have the right of
access to the Installation Services at all times.

10.13 the Supplier shall observe any restrictions or conditions of works, Working Hours or restrictions
on access to certain areas of the relevant property notified by the Customer and/or B&Q from
time-to-time.
11 Confidentiality and privacy
11.1 This Agreement, and any information or material of a confidential nature supplied by (or on behalf
of) one party (the Disclosing Party) to the other (the Receiving Party) or otherwise obtained
by the Receiving Party (including any information relating to the business or financial or other
affairs of the Disclosing Party or any member of the Disclosing Party’s group) (collectively
Confidential Information) are strictly confidential and will not be disclosed (in whole or in part)
by the Receiving Party to any other person without the Disclosing Party’s prior written consent
(except where the Receiving Party is required to disclose them by any government authority or
pursuant to an order of a court of competent jurisdiction).
11.2 The Receiving Party shall take all reasonable security precautions in the safekeeping of the
Confidential Information and in preventing its unauthorised disclosure to third parties, applying
no lesser security measures to it than to its own confidential information. The Receiving Party
shall use the Confidential Information solely for the purposes authorised by this Agreement. The
Receiving Party shall not use any Confidential Information for its own benefit, or that of any third
party, nor shall it use any Confidential Information to the Disclosing Party’s detriment. The
Receiving Party shall limit access to Confidential Information to those of its Supplier Personnel
who reasonably and necessarily require access to the same for the performance of the Receiving
Party’s obligations under this Agreement and shall ensure that each such Supplier Personnel is
aware of the confidential nature of the Confidential Information and complies with the obligations
set out in this Agreement as if named as a party hereto. The Receiving Party shall promptly notify
the Disclosing Party in writing upon becoming aware of any unauthorised use or disclosure of any
Confidential Information of the Disclosing Party.
12 Data Protection and Information Security
12.1 The parties shall comply with their obligations as set out in Appendix 3 (Data Protection) and
Appendix 4 (Information Security).
12.2 The details of the Processing of Personal Data under this Agreement are as follows:
12.2.1 Subject-matter of the Processing: The provision of the Installation Services by the Supplier
to B&Q as set out in this Agreement, including Schedule 1 and the Schedule of Installation
Services;
12.2.2 Duration of the Processing: For the Term of the Agreement;
12.2.3 Nature and purpose of the Processing:
(a) Nature: Processing activities, such as processing, storage, data collection and data
transfer will be undertaken by the Supplier in relation to the Personal Data;
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(b) Purpose: The Personal Data is Processed in order to provide the Installation Services
to B&Q and Customers;
(c) Type of personal data: Name, email address and telephone number of Customer,
Orders, details of Customer’s premises; and
(d) Categories of Data Subjects: Customers in relation to whom Orders are placed with
the Supplier, and B&Q staff liaising with the Supplier in relation to provision of the
Installation Services.
12.3 The Supplier shall, in respect of all personal data processed by the Supplier on behalf of B&Q under
this Agreement:
12.3.1 act only on the documented instructions of B&Q in processing such personal data;
12.3.2 implement, maintain and operate sufficient and appropriate technical and organisational
measures to protect against accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to, such personal data;
12.3.3 provide evidence to B&Q, on request, of the technical and organisational measures the
Supplier has taken to comply with its obligations under this Clause;
12.3.4 promptly notify B&Q, via email (dpo@kingfisher.com) and telephone, upon becoming
aware of any errors or inaccuracies in such personal data;
12.3.5 not transfer any such personal data to any country or territory outside the European
Economic Area (EEA) without the prior written consent of B&Q, and then subject to
executing such agreements and taking such additional steps as B&Q may request;
12.3.6 ensure that: (i) such personal data is accessible only to personnel who need to have
access to it in order to carry out their roles in the performance of the Supplier’s
obligations under this Agreement; (ii) all such persons are subject to contractual
obligations of confidentiality in respect of such personal data; and (iii) all such persons
have been appropriately trained in the requirements of Data Protection Legislation;
12.3.7 not engage any other processor to process such personal data without the prior written
consent of B&Q;
12.3.8 assist B&Q by appropriate technical and organisational measures insofar as this is
possible, for the fulfilment of B&Q’s obligation to respond to requests for exercising data
subjects’ rights under Chapter III of GDPR;
12.3.9 assist B&Q in ensuring compliance with the obligations in Articles 32 to 36 of GDPR;
12.3.10 notify B&Q, via email (dpo@kingfisher.com) and telephone, without undue delay, and in
any event within twenty-four (24) hours, of becoming aware of, or having reasonable
grounds to suspect, any accidental or unlawful destruction, loss, alteration, unauthorised
disclosure of, or access to, such personal data; and
12.3.11 make available to B&Q all information necessary to demonstrate compliance with the
obligations in Article 28 of GDPR.
12.4 The measures referred to in this Clause shall, having regard to the state of technological
development and cost of implementing any measures, ensure a level of security appropriate to:
12.4.1 the harm that might result from the events as mentioned in Clause 12.2.1; and
12.4.2 the nature of the personal data to be processed.
12.5 The Supplier shall, at its own cost:
12.5.1 on request by B&Q or on termination or expiry of this Agreement, deliver to B&Q any
personal data in its possession, and destroy any copies of the personal data it has made
unless otherwise required by operation of law; and
12.5.2 on request by B&Q, with reasonable notice and during business hours, submit its data
processing facilities, data files and documentation to auditing (including inspection) by
B&Q (or a duly qualified independent auditor or inspection authority selected by B&Q
and not reasonably objected to by the Supplier), or by any supervisory or regulatory
authority responsible for enforcing or monitoring compliance with Data Protection
Legislation, to ascertain compliance with this Clause.
13 Anti-corruption and Business Ethics Compliance
13.1 The Supplier shall, and shall procure that all Supplier Personnel shall:
13.1.1 comply with B&Q’s anti-corruption and ethical policies and standards, which include but
are not limited to the Code of Conduct. The most up to date version can be found at all
times at www.Kingfisher.com/codeofconduct;

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13.1.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery
and anti-corruption including the UK Bribery Act 2010 (and any guidance issued under
that Act) (“Bribery Act”), the US Foreign Corrupt Practices Act – FCPA, the French Loi
2016-1691 (Loi Sapin II) or any equivalent legislation in any other jurisdiction in which
the Supplier operates (“Applicable Anticorruption Laws”); and not do anything which
would constitute an offence under the Applicable Anticorruption Laws if it had been done
in the UK;
13.1.3 have and maintain in place its own policies and procedures, including adequate procedures
under the Bribery Act and the requirements for compliance programs under the Loi Sapin
II, to ensure ongoing compliance with the requirements of this Clause and enforce them
where appropriate;
13.1.4 implement a regular system of training in accordance with the Applicable Anticorruption
Laws for high risk Supplier Personnel;
13.1.5 comply with all applicable legal, regulatory, codes of conduct, sanctions and other
requirements relating to competition and the prohibition of anti-competitive behaviour;
13.1.6 comply with any applicable trade, economic or financial sanctions or restrictive measures
enacted by the United Nations Security Council, the European Union or Her Majesty’s
Treasury;
13.1.7 maintain accurate and complete books and records and provide without undue delay any
information and documents reasonably requested by B&Q to audit the Supplier’s
compliance with this Clause; and permit B&Q and its representatives access to inspect the
Supplier’s books, records, policies and procedures and to audit the Supplier for the same
purpose;
13.1.8 promptly notify B&Q via email (codeofconduct@Kingfisher.com) and telephone, upon
becoming aware of: (i) any breaches or suspected breaches of this Clause; (ii) any
conflicts of interest between the Supplier and its Associated Persons’ interests and those
of B&Q; and (iii) the existence of any close relationships between the Supplier and B&Q,
its officers, employees or representatives, or between the Supplier and public officials in
a position to benefit any of the parties to this Agreement;
13.1.9 take all measures to prevent retaliation against whistle-blowers and maintain a fully
operational whistleblowing channel which is compliant with the requirements of the
Applicable Anticorruption Laws, as well as constantly communicate to its employees,
contractors and suppliers the existence and confidentiality of such whistleblowing channel
and Kingfisher’s speak-up channel (via email codeofconduct@Kingfisher.com or
https://wrs.expolink.co.uk/kfsuppliers);
13.1.10 provide to B&Q, on request, a compliance certificate certifying that the Supplier and any
Associated Persons have not offered, given, been offered or received any advantages
from/to public officials or other persons in violation of this Clause 13 during the Term;
13.1.11 abstain and ensure that any Associated Persons abstain from: (i) engaging in private
businesses with or offering gifts and hospitality to B&Q officers, employees or
representatives in violation of the Code of Conduct; and (ii) using the Supplier or its
Associated Persons’ influence or connections with persons in authority to obtain favours
or benefit the Supplier or B&Q in connection with this Agreement; and
13.1.12 strictly comply with the relevant lobbying rules under the Applicable Anticorruption Laws.
13.2 The Supplier will ensure and carry out regular checks to ensure that Supplier Personnel (including
Associated Personnel) comply with the requirements of this Clause 13.
13.3 B&Q shall be entitled, in its absolute discretion, to terminate this Agreement with immediate effect
if it becomes aware or reasonably suspects that the Supplier is in breach of its obligations under
this Clause 13, in which case the cure period of 14 days under Clause 18.5.1 will not apply and the
Supplier shall not be entitled to claim any compensation or any further sums from B&Q. The
Supplier’s willingness to co-operate with B&Q and to make a full disclosure may be taken into
account by B&Q in any decision as to whether to exercise its discretion to terminate.
13.4 For the purpose of this Clause, the meaning of adequate procedures and Associated Persons shall
be determined in accordance with the Bribery Act, and Associated Persons shall include any Supplier
Personnel.
14 Modern Slavery
14.1 The Supplier will comply with the ethical labour requirements set out in Kingfisher’s Supply Chain
Workplace Standards (www.kingfisher.com/SCWorkplaceStandards). These are in line with the
Ethical Trading Initiative Base Code, which is founded on ILO Conventions to protect the rights of
workers.

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14.2 The Supplier will immediately report any breach or suspected breach of Kingfisher’s Supply Chain
Workplace Standards that occurs within its own operations or supply chain.
14.3 B&Q may require the Supplier (or any Supplier Personnel) to have an ethical audit (a Sedex
Members Ethical Trade Audit – SMETA – or equivalent). Kingfisher’s Ethical Sourcing Policy
(www.kingfisher.com/EthicalSourcingPolicy) requires ‘high-risk’ suppliers / production sites to
have an ethical audit. B&Q’s risk assessment takes into account the sector risk, country risk and
spend. Suppliers and production sites are required to share audits with B&Q via Sedex (Supplier
Ethical Data Exchange) and to pay the SEDEX membership and associated audit fees as applicable
to their operations. Suppliers required to have an ethical audit will be informed.
14.4 The Supplier shall implement due diligence procedures within its own supply chain (covering
Contractors and their own suppliers of services and products) to minimise the risk of slavery or
human trafficking in its supply chains.
14.5 The Supplier shall comply with any applicable laws and regulations on modern slavery, including
Modern Slavery Act (UK) and Devoir De Vigilance (France).
15 Indemnity
15.1 The Supplier hereby indemnifies and will keep fully indemnified B&Q, its agents, employees,
officers, affiliates, for any Liabilities directly incurred by B&Q resulting from or in connection with:
15.1.1 any act or omission in the performance of the Supplier’s obligations under this
Agreement and/or any breach of this Agreement by the Supplier and/or Supplier
Personnel; and/or
15.1.2 any claim of infringement or alleged infringement of the Intellectual Property Rights or
other proprietary rights of B&Q or of any third party;
15.1.3 any claim brought against B&Q by the Supplier, Supplier Personnel or the employees,
agents or contractors of same, including any claim which involves an allegation, that
the same are or were employees of B&Q including any claims made pursuant to the
Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended
from time to time; and/or
15.1.4 as provided in Clause 7, Clause 10.10 and any other part of this Agreement.
16 Intellectual Property Rights
16.1 All Intellectual Property Rights in any documents, instructions, databases, drawings, information,
designs, specifications, test results, photographs or other materials acquired or created by B&Q
vest in B&Q and B&Q grants the Supplier a non-exclusive, royalty-free, immediately revocable,
non-transferable licence, to use same during the Term solely for the purpose of providing the
Installation Services.
16.2 All Intellectual Property Rights in any documents, instructions, databases, drawings, information,
designs, specifications, test results, photographs or other materials acquired or created by the
Supplier or on the Supplier’s behalf for B&Q in the provision of the Installation Services (together
“Materials”) will vest in B&Q and shall be provided to B&Q. The Supplier assigns to B&Q all such
rights and, on B&Q’s request, shall execute all documents and undertake any other action
reasonably required to assure B&Q’s title to the Intellectual Property Rights in the Materials.
16.3 During the Term, B&Q grants the Supplier a non-exclusive, royalty-free, immediately revocable,
non-transferable licence, to use the name of B&Q or otherwise identify itself as being linked to B&Q
to the extent strictly necessary in order to provide the Installation Services. The Supplier shall not
display the B&Q name on any material or equipment without the prior written consent of B&Q.
16.4 Save as provided for specifically in this Agreement, the Supplier will not make use of B&Q’s name
for publicity purposes without B&Q’s prior written consent.
17 Insurance and Risk
Insurance
17.1 Without prejudice to Supplier’s obligations and liabilities pursuant to this Agreement, the Supplier
shall take out and maintain in force for the duration of this Agreement, with reputable and
substantial insurers, the insurance cover as set out in the Schedule of Installation Services and any
insurance required by law. Such insurances must be evidenced by the Supplier by means of
certificates of insurance to be made available to B&Q within 5 Working Days of request.
17.2 The Supplier shall ensure that all proceeds of the insurance policies mentioned above shall be used
by the Supplier or (where the Installation Services have been carried out by a Contractor on behalf
of the Supplier) the Contractor, to discharge in full the claim or liability to which the proceeds relate.
Risk

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17.3 As between B&Q and the Supplier, ownership of the Products shall remain with B&Q and shall never
pass to the Supplier (or its Contractors) and the Supplier shall hold all Products as bailee for B&Q.
17.4 The Supplier waives all and any liens, encumbrances or rights which it might have or acquire during
the continuance of this Agreement over any property of B&Q or the Customer (including the
Products) from time to time in the Supplier’s or in the care, custody or control of Supplier Personnel,
pursuant to this Agreement.
17.5 The parties agree that the risk of damage to, theft or loss of Product(s) and/or Stock howsoever
caused passes to the Supplier on receipt of that Product or Stock (whether collected by the Supplier
or delivered by the Customer or B&Q).
17.6 The Supplier warrants that it:
17.6.1 shall not destroy, deface or obscure any identifying mark or packaging on or relating to
the Products;
17.6.2 will permit B&Q, its agents and employees to enter any premises or vehicles which are
owned or leased by the Supplier where the Products owned by B&Q are or may be stored
in order to inspect them or to recover them. The Supplier warrants that it shall procure
comparable rights of entry in relation to the premises or vehicles of its Contractors;
17.6.3 will implement appropriate security measures to ensure that the Products, whilst in the
Supplier’s custody or control, are held securely and protected, so far is reasonable, from
theft;
17.6.4 will report any damage to the Products (whether during the course of delivery or whilst
in the Supplier’s custody and control) to B&Q immediately on discovery of such damage;
17.6.5 will store the Products separate from its own goods and those of third parties, and ensure
that they are clearly marked so as to be identified as the property of B&Q;
17.6.6 will hold all Products with complete up to date records showing what quantities of each
Products are held and their location; and
17.6.7 will take all precautions to ensure that the Products are protected from damage and/or
theft whilst in the Supplier’s custody and control (including during storage and when in
transit to the Customer’s premises).
18 Term, Termination & Cancellation, Suspension and Force Majeure
Term
18.1 This Agreement shall commence on the Commencement Date and shall continue in force unless
and until terminated earlier in accordance with this Clause 18 (“Term”).
Termination & Cancellation
18.2 Either party may terminate this Agreement without cause, by serving not less than 1 (one) months’
prior written notice on the other Party;
18.3 Termination of this Agreement shall not, unless otherwise expressly agreed in writing between the
Parties, terminate Orders placed prior to termination, and the terms of this Agreement shall
continue to survive and apply in respect of each such Order and Clause 19 shall apply in respect of
same.
18.4 B&Q may cancel an Order where: the Customer cancels the underlying Customer order; it is no
longer appropriate for the Supplier to carry out the Installation Services in respect of that Order;
or where B&Q cancels, or delays, the Customer order which gave rise to the Order. In such
circumstances, Clause 19.2 shall apply.
18.5 A party (the Non-Defaulting Party) may by written notice to the other Party (the Defaulting
Party), terminate this Agreement with immediate effect if:
18.5.1 the Defaulting Party is in material breach of any of its obligations under this Agreement
and fails to remedy the breach (if capable of remedy) within 14 days of the date of a
written notice by the Non-Defaulting Party specifying the breach and requiring the same
to be remedied;
18.5.2 a resolution is passed, a petition is presented or an order is made for the winding up of
the Defaulting Party (otherwise than for the purpose of voluntary winding up, solvent
amalgamation or reconstruction where the resulting entity assumes all of the obligations
under this Agreement of the Defaulting Party) or an administrator, receiver or
administrative receiver is appointed over all or part of the Defaulting Party’s undertaking
and assets or analogous procedure;
18.5.3 the Defaulting Party ceases or threatens to cease to carry on its business or is unable to
pay its debts or becomes insolvent (within the meaning of section 123 Insolvency Act

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1986) or makes or proposes to make any arrangement or composition with its creditors;
or
18.5.4 the Defaulting Party suffers any analogous event to those set out in Clauses 18.5.2
and/or 18.5.3 in any other jurisdiction.
18.6 This Agreement may be terminated by B&Q with immediate effect if:
18.6.1 the Supplier has, in the reasonable opinion of B&Q, harmed the name or business of
B&Q; or
18.6.2 The Supplier is in persistent breach of any of its obligations under the Agreement
(whether or not such breaches are material in nature or are remedied by the Supplier)
including if the Supplier is in breach of any of its obligations (whether it is the same
obligation or not) 3 (three) times in any three month period.
18.7 The termination of this Agreement for any reason will not affect the coming into force or the
continuation in force of any of its provisions which expressly or by implication are intended to come
into force or continue in force on or after termination including Clauses 7.1, 8, 9, 11, 12, 15, 17,
18, 19, 21 and 22.
18.8 Any termination of this Agreement will be without prejudice to any other rights or remedies of
either Party under this Agreement or at law and will not affect any accrued rights or liabilities of
either Party at the date of termination.
18.9 If the Agreement is terminated, B&Q will withhold any or all payments due to the Supplier until it
has determined either the satisfactory completion of all Installation Services within the previous six
months or has identified any remedial costs which may be due to B&Q arising from any work under
the Agreement and has recovered such costs from the withheld outstanding monies.
Suspension
18.10 B&Q may, at any time, suspend performance of all or part of the Installation Services by the
Supplier by giving notice of same to the Supplier. The Supplier shall resume performance of the
Installation Services as soon as reasonably practicable after receiving a notice to do so from B&Q.
18.11 In the event of a suspension in accordance with Clause 18.10, then Clause 19.2 shall apply.
Force Majeure
18.12 Neither B&Q nor the Supplier shall be deemed to be liable to the other Party for any delay in
performance of their obligations under this Agreement if and to the extent that such delay is due
to Force Majeure provided that the Party claiming Force Majeure:
18.12.1 could not have avoided the effect of the Force Majeure by taking precautions which it
ought reasonably to have taken by did not take;
18.12.2 has used its reasonable endeavours to mitigate the effects of the Force Majeure; and
18.12.3 has promptly given written notice to the other party of the circumstances giving rise to
Force Majeure (“Force Majeure Notice”).
18.13 Upon receipt of a Force Majeure Notice by a Party, the Parties shall enter into good faith discussions
with a view to alleviating the effects of the Force Majeure or agreeing upon such alternative
arrangements as may be fair and reasonable.
18.14 If the Force Majeure prevails for a continuous period in excess of 1 month, the non-claiming Party
shall be entitled to terminate the Agreement immediately. Neither Party shall be liable to the other
in respect of termination of the Agreement due to Force Majeure save in respect of rights and
liabilities which have accrued prior to such termination.
19 Obligations on suspension or termination
19.1 On termination of this Agreement, unless otherwise agreed in writing with B&Q, the Supplier will
continue to provide Installation Services in accordance with this Agreement in respect of
outstanding Orders (being Orders where the Installation Services in respect of those Orders have
not been completed). All such Installation Services will be completed by the Supplier in accordance
with the Order and, in any event, within a reasonable time period and B&Q shall pay the Supplier
for such Installation Services in accordance with Clause 8.
19.2 Where B&Q cancels an Order, or suspends provision of the Installation Services in respect of an
Order:
19.2.1 the Supplier shall make the Customer’s premises safe and then, in accordance with
B&Q’s instructions, cease work in respect of the relevant Order;
19.2.2 the Supplier shall, within 1 Working Day:

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(a) advise B&Q as to which Installation Services have been completed, and any
remaining Installation Services required in order to complete all work required by
the Order;
(b) advise B&Q as to any elements of the Installation Services which have been
performed and which require certification but the relevant certificates have not
yet been obtained, and what steps are necessary in order to obtain such
certificates;
(c) provide B&Q with copies of all documentation (including Certificates) in respect of
Installation Services provided prior to the cancellation or suspension;
(d) take all reasonable steps to mitigate any further costs in relation to the Order,
including by cancelling or suspending (in alignment with whether the Order has
been cancelled or suspended) any costs or commitments scheduled to be incurred
by the Supplier after the date of cancellation or suspension in respect of the Order;
and
(e) advise B&Q any costs incurred by the Supplier in respect of the Installation
Services provided to the date of cancellation, and any costs or commitments
incurred by the Supplier in respect of the Order which cannot be cancelled or
suspended without incurring further cost;
19.2.3 B&Q will consider, at B&Q’s sole discretion, an application for payment of reasonable
costs incurred by the Supplier which cannot be fully mitigated following cancellation or
suspension of an Order. These costs shall be limited to the Supplier’s direct loss and will
not extend to include indirect, special or consequential loss, damage, costs, expenses
or other claims, nor loss of profit or revenue. The Supplier shall not be able to recover
any costs incurred in obtaining any consumables which the Supplier could reasonably be
expected to otherwise use in the course of the Supplier’s business; and
19.2.4 The Supplier shall return to B&Q any equipment, documents and other materials
supplied to the Supplier by or on behalf of B&Q in connection with this Agreement, B&Q
identification and any other items featuring the name B&Q, the B&Q logo or otherwise
identified as being linked to B&Q, to such B&Q premises as B&Q shall reasonably direct.
20 Sub-Contractors
20.1 Subject to the remainder of this Clause 20 and Clause 9.1, the Supplier may appoint any sub-
contractor the Supplier determines is required in order for the Supplier to provide the Installation
Services, provided that where law, regulation or a Certifying Body require that certain services or
activities may only be performed by someone with appropriate qualification, experience,
registration, certification or equivalent (“Registration”) then the Supplier shall ensure that:
20.1.1 such services or activities are only carried out by sub-contractors who hold such
Registration; and
20.1.2 in relation to which the process in Clause 20.2 has been completed.
20.2 Prior to permitting anyone to carry out any service or activity which requires Registration, the
Supplier shall ensure that:
20.2.1 the sub-contractor in question holds the required Registration;
20.2.2 the Supplier has:
(a) provided to B&Q the sub-contractor’s name, trading name and (where relevant)
company number, and relevant evidence of the sub-contractor’s Registration; and
(b) subsequent to (a) immediately above, received from B&Q written confirmation
that B&Q has received sufficient evidence that the sub-contractor holds any
required Registration.
and, upon sending by B&Q of the confirmation set out in 20.2.2(b), a sub-contractor shall be
deemed to be a Sub-Contractor.
20.3 The Supplier shall ensure that the Sub-Contractor(s) and/or any other subcontractor complies with
all the Supplier’s obligations under this Agreement and shall notify B&Q immediately if any sub-
contractor causes the Supplier to materially breach any provision of this Agreement;
20.4 The appointment of a Contractor shall not affect the Supplier’s obligations and liabilities under this
Agreement and the Supplier shall remain responsible for the acts and omissions of its duly
appointed Contractors as if they were the acts and omissions of the Supplier, its employees or
agents. The Supplier shall remain B&Q’s sole point of contact under this Agreement;
20.5 The Supplier shall supervise and monitor the work of all Contractors to ensure their work complies
with the requirements of this Agreement. Such supervision and monitoring shall be recorded and

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provided to B&Q upon request, as shall a copy of the contract between the Supplier and relevant
Contractor.
21 Disputes
21.1 In the event of any dispute or difference under this Agreement arising between the Parties, a senior
representative of the Supplier and the B&Q Representative shall endeavour to meet (whether
physically or by virtual meeting or phone call) in a good faith effort to resolve the dispute without
recourse to legal proceedings;
21.2 Any dispute which has not been resolved within 28 days of the first request for a meeting pursuant
to Clause 21.1 may by written notice be referred for mediation by a suitably qualified mediator
selected by B&Q from a reputable mediation provider such as CEDR;
21.3 In the event that the dispute is not resolved by mediation within 56 days’ of notice of the
requirement for mediation being given pursuant to Clause 21.2, then either party may commence
court proceedings;
21.4 Nothing in this Clause 21 shall prevent either party from commencing court proceedings and
seeking relief through the courts of England and Wales where injunctive or declaratory relief is
required.
22 General
22.1 Any notice given under this Agreement shall be in writing and served by delivering it personally or
sending it by pre-paid recorded delivery or registered post to the registered office address of the
relevant Party (or such other address as otherwise notified by that Party) or by email if specifically
agreed between the Parties in writing. Any such notice shall be deemed to have been received:
22.1.1 if delivered personally or by email, at the time of delivery; or
22.1.2 in the case of pre-paid recorded delivery 48 hours from the date of posting.
Provided that if deemed receipt occurs before 9am, on a Working Day the notice shall be deemed
to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Working
Day, or on a day which is not a Working Day, the notice shall be deemed to have been received at
9am on the next Working Day.
22.2 No variation to this Agreement will be effective unless it is in writing and signed by both parties.
22.3 Nothing in this Agreement, and no action taken by either party under or in connection with this
Agreement, creates or will create any joint venture, partnership, principal/agent relationship or
other analogous co-operative entity or relationship between the parties. Neither party is authorised
to bind or represent the other by any conduct or statement, and neither party may hold itself out
as being so authorised.
22.4 Save as expressly provided in this Agreement, a person who is not a party to this Agreement shall
not have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its
provisions.
22.5 Should any provision of this Agreement be declared invalid for any reason, such decision will not
affect the validity of any remaining provisions which will remain in force and effect as if this
Agreement had been executed with the invalid provision eliminated. In any such event, the parties
will work together and negotiate in good faith to replace the invalid provision with a provision of
equivalent economic effect.
22.6 Any failure of or delay by either party in relation to the exercise of its rights under this Agreement
shall not constitute a waiver of such rights and any waiver in respect of one act or omission shall
not operate as a waiver in respect of any other future acts or omissions. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by
law.
22.7 This Agreement is the whole and only agreement between the parties relating to its subject matter.
Except in the case of fraud, neither party will have any right of action against the other party arising
out of or in connection with any draft, agreement, undertaking, representation, warranty, promise,
assurance or arrangement of any nature, whether or not in writing, relating to the subject matter
of this Agreement made or given by any person at any time before the Effective Date except to the
extent that it is repeated in this Agreement.
22.8 In the event that, in B&Q’s opinion, any legal or other regulatory requirement obliges or requires
B&Q to incur additional liabilities or obligations to Customers, or adopt new or revised processes or
procedures, the Supplier agrees to offer the same warranties, guarantees, obligations or other
assurances to B&Q, and to adopt such new or revised processes or procedures as B&Q is obliged
or otherwise required to offer to Customers and/or put in place.
22.9 Both parties agree to execute all documents and do any other act reasonably necessary to enforce
any rights or remedies, or implement any obligations, under the Agreement.

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22.10 Each Party shall bear its own costs and expenses incurred by it in connection with entering into,
and complying with, this Agreement.
22.11 This Agreement is governed by, and is to be construed in accordance with, English law. The parties
irrevocably submit to the exclusive jurisdiction of the English courts to settle any dispute arising
out of or in connection with this Agreement.

APPENDIX 1
OVERVIEW OF INSTALLATION SERVICES
The Installation Services include the following:
1. Attending the Customer’s home and carrying out a Home Survey (including providing to B&Q the
information required by B&Q in order to determine pricing of the Installation Services) for any
Customer nominated by B&Q, including ensuring that the results of the Home Survey are detailed
on the survey document and that the Post Home Survey process, as advised by B&Q from time to
time, is completed;
2. installation of kitchen, bathroom and/or bedroom Products (as appropriate) for any Customer in
relation to whom B&Q has placed an Order with the Supplier, and which the Supplier has accepted
in accordance with the terms of this Agreement;
3. attending calls from Customers for whom the Supplier has carried out Installation Services where
there is an issue with the Installation Service (“Standard Service Request”), and doing so in
accordance with the Service Level; and
4. attending calls from Customers for whom the Supplier has carried out Installation Services where
there is an emergency issue with the Installation Service (“Emergency Service Request”), and
doing so in accordance with the Service Level;
5. repair works in respect of the Installation Services, Stock and/or as identified in a Satisfaction
Survey, in accordance with the Service Level;
6. maintaining regular contact with the B&Q store(s) to whom the Supplier is linked, including: to
advise on the Supplier’s availability to provide the Installation Services; update on the status of
Home Surveys and Orders; and receive updates or training related to the Installation Service
and/or B&Q process, procedures and policies in relation to same.
each in accordance with the terms of the Agreement.

APPENDIX 2
CODE OF CONDUCT
The Supplier must either access the Code of Conduct at the online address below, or request a pdf copy
of the Code of Conduct from B&Q.
https://www.kingfisher.com/content/dam/kingfisher/Corporate/Documents/Who_we_are/Code_of_Condu
ct_15.pdf

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APPENDIX 3
DATA PROTECTION
Without prejudice to Clause 12, the following shall also apply in respect of Personal Data:
1. Definitions:

“Affiliate” means, in relation to any individual or entity, any other individual or entity which,
directly or indirectly through one or more intermediaries, controls, is controlled by,
and/or is under common control with, that individual or entity. “Control” (inclusive of
the terms “controlled by” and “under common control with”) means the possession of
the ability to direct the management and policies of an individual or entity.
Notwithstanding the foregoing, any company in which a Kingfisher company owns or
controls, whether directly or indirectly, twenty percent (20%) or more of the shares
with voting rights (a “Joint Venture Company”), and any direct or indirect subsidiary of
a Joint Venture Company, will be deemed to be an Affiliate of Kingfisher for purposes
of this Schedule;
“Data means the natural or legal person, public authority, agency or other body which, alone
Controller” or jointly with others, determines the purposes and means of the processing of any
Personal Data (as defined below) and for the avoidance of doubt, includes a processor
or any other person, where the processor or other person determines the purposes and
means of processing personal data;
“Data
means a natural or legal person, public authority, agency or other body which processes
Processor”
Personal Data on behalf of the Data Controller;
“Data means (i) the GDPR as defined below and the e-Privacy Directive (2002/58/EC); (ii)
Protection any laws and/or regulations implementing the above legislation which are applicable to
Legislation” the Services; (iii) all other applicable laws and regulations relating to the Processing of
Personal Data and privacy; and (iv) the guidance and codes of practice issued by a
relevant regulator;
“Data means the Identified or Identifiable Natural Person to whom Personal Data relates;
Subject”
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and the European Council
of 27 April 2016 on the protection of natural persons with regard to the processing of
personal data and on the free movement of such data, and repealing Directive 95/46/EC
(General Data Protection Regulation);
“Identified means a natural person (individual) who can be identified, directly or indirectly, in
or particular by reference to an identifier, such as a name, an identification number,
Identifiable location data, an online identifier or to one or more factors specific to the physical,
Natural physiological, genetic, mental, economic, cultural or social identity of that person;
Person”
“Liabilities” means all liabilities, losses, demands, claims, damages, amounts agreed upon in
settlement, costs and expenses (including all legal and other professional fees,
expenses and disbursements);
“Personal means any information relating to an Identified or Identifiable Natural Person and, for
Data” the purpose of the Agreement, includes (without limitation) any Personal Data
accessed, Processed or transferred by the Supplier as a result of entering into or
performing its obligations under the Agreement and any associated documents;
“Process”,
means any operation or set of operations which is performed on Personal Data or on
“Processed”
sets of Personal Data, whether or not by automated means, such as collection,
or
recording, organisation, structuring, storage, adaptation or alteration, retrieval,
“Processing”
consultation, use, disclosure by transmission, dissemination or otherwise making
available, alignment or combination, restriction, erasure or destruction.

1. Information

1.1. Information to be provided to the Data Controller: At all times and upon B&Q’s request, the
Supplier shall provide without undue delay and at no cost the following information to B&Q in the
format reasonably requested by B&Q, including, but not limited to, by answering a standard-form
Data Processor questionnaire:

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a. the period for which the Personal Data will be stored and the time limits for erasure of the
different categories of data;
b. whether and how the Supplier can provide Data Subjects access to the Personal Data upon
B&Q’s request;
c. whether and how the Supplier can rectify or restrict the Processing of Personal Data upon
B&Q’s request, in accordance with this schedule;
d. whether and how the Supplier can erase Personal Data upon B&Q’s request, in accordance
with this schedule;
e. whether and how the Supplier can ensure data portability upon B&Q’s request, in accordance
with this schedule;
f. a description of the categories of Data Subjects and of the categories of Personal Data
accessed, Processed or transferred;
g. the categories of recipients to whom the Personal Data have been or will be disclosed
including recipients in third countries or international organisations;
h. the contact details of the Supplier’s representative, and the data protection officer;
i. a description of the technical and organisational security measures taken pursuant to this
Agreement; and
j. the specific locations at which Personal Data is Processed.

Neither the provision of any information nor any action taken (or omitted to be taken) by B&Q in
relation to any such information shall relieve the Supplier of any of its obligations under this
Agreement or modify any such obligation.

1.2. Information to be provided to the Data Subjects:

In the event the Supplier collects Personal Data directly from the Data Subjects, the Supplier shall,
at all times, and upon B&Q’s request, make available, on its Data Subject-facing platform (including,
but not limited to, a website and/or a mobile application), in a location and in a manner to be
approved by B&Q (or, at B&Q’s option, to be prescribed by Kingfisher), the following information:
a. the identity and the contact details of B&Q and (if applicable) its representative;
b. the contact details of B&Q’s data protection officer;
c. the purposes of the processing for which the Personal Data are intended as well as the legal
basis for the processing;
d. where applicable, the legitimate interests pursued by B&Q or by a third party;
e. the recipients or categories of recipients of the Personal Data, if any;
f. where applicable, the fact that B&Q intends to transfer Personal Data to a third country or
international organisation and the existence or absence of an adequacy decision by the
European Commission, or reference to the appropriate or suitable safeguards and the means
by which to obtain a copy of them or where they have been made available;
g. the period for which the Personal Data will be stored;
h. the existence of the right to request from B&Q access to and rectification or erasure of
Personal Data or restriction of Processing concerning the Data Subject or to object to
Processing, as well as the right to data portability;
i. where Processing of Personal Data is based on consent, the existence of the right to withdraw
consent at any time, without affecting the lawfulness of Processing based on consent before
its withdrawal;
j. the right to lodge a complaint with a supervisory authority;
k. whether the provision of Personal Data is a statutory or contractual requirement, or
necessary to enter into a contract, as well as whether the Data Subject is obliged to provide
the Personal Data and the possible consequences of failure to provide such data; and
l. the existence of automated decision-making referred to in Article 22(1) and (4) of GDPR,
and, at least in those cases, meaningful information about the logic involved, as well as the
significance and the envisaged consequences of such processing for the Data Subject.

2. Consent:
2.1. Consent from the Data Subject
2.1.1. Where Processing of Personal Data is based on consent, and the Supplier collects Personal
Data directly from the Data Subjects and can communicate directly with the Data Subjects,
the Supplier shall, at all times, and upon B&Q’s request, make available and operational, on
its Data Subject-facing platform (including, but not limited to, a website and/or a mobile
application), in a location and in a manner to be approved by B&Q (or, at B&Q’s option, to
be prescribed by B&Q): (a) a mechanism for obtaining such consent from Data Subjects in
accordance with Data Protection Legislation, and (b) a mechanism for Data Subjects to
withdraw such consent in accordance with Data Protection Legislation.

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2.1.2. Without limiting the foregoing, the request for the Data Subject's consent shall, at all times:
a. be clearly distinguishable from any other matters;
b. be set out in an intelligible and easily accessible form;
c. use clear and plain language; and
d. inform the Data Subject of his/her right to withdraw consent at any time.

2.1.3. The process for withdrawal of consent shall be as easy for Data Subjects to use as the
process for giving such consent.

2.1.4. The Supplier shall maintain a record of all consents obtained from Data Subjects, including
the time and date on which consent was obtained, the information presented to Data
Subjects in connection with their giving consent, and details of the mechanism used to
obtain consent. The Supplier shall maintain a record of the same information in relation to
all withdrawals of consent by Data Subjects. The Supplier shall make these records (or any
part of them specified by B&Q) available to B&Q promptly upon request.

3. Data rectification and restriction of processing

3.1. Upon noticing or request by B&Q, the Supplier shall carry out, within 48 hours, the rectification of
inaccurate Personal Data or the completion of incomplete Personal Data.
3.2. B&Q may, by written instruction to the Supplier, specify circumstances in which the Supplier is to
carry out rectification of inaccurate Personal Data or complete incomplete Personal Data at the
request of a Data Subject. The Supplier shall comply with any such instruction unless and until
that instruction is rescinded or varied by subsequent written notice from Kingfisher.
3.3. Upon request by Kingfisher, the Supplier shall, within 48 hours, restrict the scope of Processing of
Personal Data in accordance with B&Q’s instructions, which shall meet the conditions set out in
Article 18 of the GDPR, and shall inform B&Q of such changes.

4. Erasure (‘right to be forgotten’) and data portability

4.1. Upon request by B&Q, the Supplier shall promptly and no later than 48 hours from the request,
destroy Personal Data specified by B&Q and erase it from their systems, including, but not limited
to, third party-backup servers, unless applicable mandatory laws require storage of the Personal
Data.
4.2. Upon request by B&Q, the Supplier shall send to B&Q, to a Data Subject or, where technically
feasible, to any other party designated by B&Q, Personal Data specified by B&Q, in a structured,
commonly used and machine-readable format.
4.3. B&Q may, by written instruction to the Supplier, specify circumstances in which the Supplier is to
carry out the steps referred to in paragraphs 4.1 or 4.2 at the request of a Data Subject and, in the
case of a request under paragraph 4.2, is to send the Personal Data directly to a Data Subject or
any other party designated by a Data Subject. The Supplier shall comply with any such instruction
unless and until that instruction is rescinded or varied by subsequent written notice from B&Q.

APPENDIX 4
INFORMATION SECURITY
The Supplier shall put in place information security measures, in accordance with Good Industry Practice,
to:
(a) protect the confidentiality, integrity and security of information provided by B&Q and/or the
Customer; and
(b) prevent information provided by B&Q and/or the Customer being disclosed (deliberately,
accidentally or carelessly) to unauthorised parties.
From time to time B&Q may issue, as part of the B&Q Guidance, information security requirements,
standards, processes and/or procedures with which the Supplier must comply unless otherwise agreed in
writing with B&Q.

APPENDIX 5
LOCAL VARIATIONS APPLICABLE TO THE REPUBLIC OF IRELAND, GUERNSEY, JERSEY AND THE
ISLE OF MAN

A. Variations applicable to the Republic of Ireland

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This Section A will apply where the geographic location of the Instructing Store is the Republic
of Ireland. The Agreement shall be amended and construed subject to the variations set out as
follows:

Definitions

I. The following new definitions shall be added to Clause 1.1 of the T&Cs:

" RCT means the Relevant Contracts Tax as provided for in

Chapter 2 of Part 18 of the Taxes Consolidation Act 1997
(Payments to sub-contractors in certain industries) and any
regulations made thereunder;"

II. The definitions of "CIS" and "VAT Reverse Charge" in Clause 1.1 of the T&Cs shall be deleted;

III. The definitions of "Certifying Body and Certifying Bodies", "Data Protection Legislation", "VAT" and
"Working Day" in Clause 1.1 of the T&Cs shall be deleted and replaced as follows:

"Certifying Body and Certifying means an organisation or body recognised by law and/or
Bodies the relevant industry as authorised to issue certificates or
other form of confirmation confirming (as appropriate):
work has been carried out to a satisfactory standard; an
individual is qualified to carry out specified types of work;
materials are suitable for particular uses; and/or that
training or a qualification is of a particular standard. In the
case of the Installation Services, Certifying Bodies include:
Construction Industry Register Ireland (CIRI), Registered
Electrical Contractor (REC), Registered Gas Installer
(RGI);"

"Data Protection Legislation means all applicable data protection and privacy legislation
in force from time to time in Ireland including the General
Data Protection Regulation ((EU) 2016/679); the Data
Protection Act 2018; the Privacy and Electronic
Communications Directive 2002/58/EC (as updated by
Directive 2009/136/EC) and the European Communities
(Electronic Communications Networks and Services)
(Privacy and Electronic Communications) Regulations 2011
(SI 336/2011), each as amended from time to time;"

"VAT means value added tax as provided for in the Value-Added

Tax Consolidation Act 2010 and legislation (whether
delegated or otherwise) supplemental thereto;"

"Working Day means a day which is not a Saturday or Sunday or a bank

or national holiday in Ireland and between the hours of
08:00 – 18:00 (inclusive)."

Service Standards

IV. Clause 3.1.11 and 3.1.16 of the T&Cs shall be amended to read as follows:

"3.1.11 ensure that new materials only are used in carrying out the Installation Services
(unless B&Q agrees otherwise in writing or the contrary is set out in the Order)
and all goods used or included in the Installation Services are of satisfactory
quality, and there shall not be used or included in the Installation Services any
products or materials not in conformity with relevant Irish Standards or codes of
practice or which, at the time of use, are widely known to building contractors or
members of the relevant design profession to be deleterious to health and safety
or to the durability of buildings and/or other structures or finishes and/or plant and
machinery in the particular circumstances in which they are used;"

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"3.1.16 where any Waste Materials are disposed of by the Supplier, it must dispose of such
Waste Materials at a facility licensed by a Competent Authority within the Ireland
to accept such Waste Materials in accordance with Environmental Law and must
provide B&Q with a copy of the facility’s Environmental Licence(s) within fourteen
Working Days of receiving a written request for such information from B&Q; and"

Warranties, Service Levels and Repair

V. Clause 7.3 shall be amended to read as follows:

"7.3 Where a Reimbursement Event occurs and B&Q incurs cost, the Supplier shall
indemnify B&Q against all Liabilities incurred by B&Q in respect of same, save
where the Reimbursement Event was due solely to the acts or omissions of B&Q
and/or the Customer or Force Majeure. Sums due pursuant to this clause may be
recovered by B&Q pursuant to Clause 8.18."

Tax

VI. Clauses 8.9 to 8.16 shall be deleted in their entirety and replaced and renumbered with the following:

"8.9 RCT or PAYE, PRSI and any other relevant duties or taxes (as applicable) shall,
where required by law, be deducted by B&Q from the Fees prior to payment of the
Fees."

"8.10 For the avoidance of doubt, B&Q shall be entitled to make any deduction or
withholding on account of tax required by law or practice of the Revenue
Commissioners, including, without limitation, any deduction or withholding
necessary to fulfil its obligations in relation to RCT. For the purposes of enabling
B&Q to fulfil such obligations, the Supplier shall furnish to B&Q all such information
or particulars B&Q may require in order to satisfy B&Q as to the identity of the
Supplier, including, without limitation, documentary evidence of the identity of the
Supplier. The accuracy of this information is the responsibility of the Supplier. It is
the obligation of the Supplier to register for RCT as required by the Revenue
Commissioners for the purposes of accessing details regarding its RCT
transactions."

"8.11 The supplier will ensure that all invoices provided comply with invoicing
requirements under RCT and contain sufficient information for B&Q to correctly
operate RCT."

"8.12 The Supplier shall be responsible for all PAYE, RCT and/or PRSI or other such
applicable taxes or deductions in respect of Supplier Personnel;"

"8.13 The Supplier shall indemnify B&Q for and in respect of any income tax, PRSI and
universal social charge contributions and any other liability, deduction,
contribution, assessment or claim arising from or made in connection with the
performance of the Installation Services by the Supplier under this Agreement,
where the recovery is not prohibited by law. The Supplier shall further indemnify
B&Q against all reasonable costs, expenses and any penalty, fine or interest
incurred or payable by B&Q in connection with or in consequence of any such
liability, deduction, contribution, assessment or claim."

"8.14 All sums payable to the Supplier under the Agreement shall be made net of any
deduction which B&Q is required to make by law."

Invoicing

VII. Clause 8.17 shall be renumbered 8.15 and each subsequent Clause to be renumbered accordingly.

VIII. Clause 8.15.5 shall be amended to read as follows:

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"8.15.5 a valid invoice, setting out the Total Fees as set out on the Purchase Order pursuant
to Clause 8.3, and which is compliant with (where applicable) the invoice
(previously requirements imposed in respect of VAT and RCT, has been submitted to B&Q."
8.17.5)

Payment

IX. Clause 8.18 shall be renumbered 8.16 and each subsequent Clause to be renumbered accordingly.

X. Clauses 8.16 and 8.17 shall be amended to read as follows:

"18.16 Within 30 days from receipt of a valid invoice pursuant to Clause 8.15, B&Q shall
pay the Supplier the Fees less any deductions B&Q is required, by law, to make."
(previously
8.18)

"18.17 If B&Q fails to pay an amount due to the Supplier by the due date, simple interest
(previously shall be added to the unpaid amount from the final date for Payment until the
8.19) actual date of payment. This shall be calculated on a daily basis at three (3) percent
above the Official Rate for the time being of the Bank of England (subject to a
minimum aggregate rate of three (3). The parties acknowledge that B&Q's liability
under this clause is a substantial remedy for the purposes of (Regulation 5(1) of
the European Communities (Late Payment of in Commercial Transactions) Act
1998 Regulations 2012 (S.I. No 580/2012)."

TUPE and Employment Transfers

XI. Clauses 9.5 shall be amended to read as follows:

"9.5 The Supplier will on demand indemnify B&Q (for itself and on behalf of and/or any
Replacement Provider) against any Employee Liabilities (including any liability
pursuant to Regulation 8 of the European Communities (Protection of Employees
on Transfer of Undertakings Regulations 2003 ("TUPE") transferred to, imposed
upon or reasonably incurred by B&Q or any Replacement Provider, in each case to
the extent arising out of or in connection with the employment of any of the
Supplier Personnel up to (and excluding) the date of transfer of the employment
of the Supplier Personnel to B&Q and/or any Replacement Provider pursuant to
TUPE or other applicable laws or principles (or, if there is no such transfer on
termination of this Agreement, up to the termination of this Agreement)."

XII. Clause 9.7 shall be deleted in its entirety.

Health and Safety, security and site access

XIII. Clauses 10.3, 10.6.2, 10.8, 10.9 and 10.10 of the T&Cs shall be amended to read as follows:

"10.3 The Supplier shall ensure that it complies, and shall ensure that all Supplier
Personnel comply, with all health and safety legislation and related regulations and
all applicable guidelines and codes of practice governing the performance of the
Installation Services, and with the B&Q Guidelines. In particular, the Supplier shall
ensure that it and its Supplier Personnel shall comply at all times with the
requirements of the Safety, Health and Safety Welfare at Work Etc Act 1974 2005
and all applicable regulations made thereunder including, but not limited to, the
Management of Health and Safety at Work Regulations 1999, the Control of
Asbestos Regulations 2012, the Construction (Design and Management)
Regulations 2015, the Electricity at Work Regulations 1989, the Gas Safety
(Installation and Use) Regulations 1998, the Working at Height Regulations 2005
and the Water Supply (Water Fittings) Regulations 1999 Safety, Health and
Welfare at Work (Construction) (Amendment) Regulations 2020 (S.I. No. 102 of
2020); the Safety, Health and Welfare at Work (General Application) Regulations
2007 to 2020; Safety, Health and Welfare at Work Act 2005 (Agreement to
Recognise) Order 2019 (S.I. No. 181 of 2019); Safety, Health And Welfare At Work
(Construction) (Amendment) Regulations 2019 (S.I. No. 129 of 2019); Safety,

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Health and Welfare at Work (Exposure to Asbestos)(Amendment) Regulations

2010 (S.I. No. 589 of 2010); Safety, Health And Welfare At Work (Chemical
Agents) Regulations 2015 (S.I. No. 623 of 2015); Safety, Health And Welfare At
Work (Carcinogens) Regulations 2015 (S.I. No. 622 of 2015); Safety Health and
Welfare at Work (Biological Agents) Regulations 2013 (S.I. No. 572 0f 2013) and
Safety, Health and Welfare at Work (Electromagnetic Fields) Regulations 2016 (S.I.
No. 337 of 2016)."

"10.6.2 plan, manage and monitor all work carried out by the Supplier and Supplier
Personnel including, where required, the preparation of a safety and health plan”
as required by the Safety Health and Welfare at Work (Construction (Design and
Management) Regulations 2015 2013 (S.I. No 291/2013);"

"10.8 For the purposes of this Clause the expressions “Client” and " Contractor" shall
have the same meaning as in Safety Health and Welfare at Work (Construction)
Regulations 2013 (S.I. No 291/2013) (the Regulations) which expression shall
include any code of practice created thereunder."

"10.9 Unless otherwise stated in the relevant Order, the Supplier is appointed as both
Client and Contractor and shall observe, perform and discharge and procure the
observance, performance and discharge of all the obligations, requirements and
duties arising under the Regulations on the Client and Contractor in connection
with the Installation Services."

"10.10 The Supplier shall indemnify B&Q against all losses, claims, liabilities, costs and
monies arising out of or in connection with any breach by the Supplier or any
Supplier Personnel of the Regulations (whether in relation to the obligations,
requirements and duties of Employer or otherwise)."

Anti-Corruption and Business Ethics Compliance

XIV. Clauses 13.1.2; 13.1.3; 13.1.6 and 13.4 shall be amended to read as follows:

"13.1.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-
bribery and anti-corruption including the Criminal Justice (Corruption Offences) Act
2018 (and any guidance issued under that Act) (“Corruption Act”), the UK Bribery
Act) 2010, the US Foreign Corrupt Practices Act – FCPA, the French Loi 2016- 1691
(Loi Sapin II) or any equivalent legislation in any other jurisdiction in which the
Supplier operates (“Applicable Anticorruption Laws”); and not do anything which
would constitute an offence under the Applicable Anticorruption Laws if it had been
done in Ireland;"

"13.1.3 have and maintain in place its own policies and procedures, including adequate
procedures under the Corruption Act and the requirements for compliance
programs under the Loi Sapin II, to ensure ongoing compliance with the
requirements of this Clause and enforce them where appropriate;"

"13.1.6 comply with any applicable trade, economic or financial sanctions or restrictive
measures enacted by the United Nations Security Council, the European Union or
the Revenue Commissioners;"

"13.4 For the purpose of this clause, the meaning of adequate procedures and Associated
Persons shall be determined in accordance with the Corruption Act, and Associated
Persons shall include any Supplier Personnel."

Modern Slavery

XV. Clause 14.5 of the T&Cs shall be amended to read as follows:

"14.5 The Supplier shall comply with any applicable laws and regulations on modern
slavery, including Criminal Law (Human Trafficking) Act 2008, as amended by the

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Criminal Law (Human Trafficking) (Amendment) Act 2013 (Ireland), Modern

Slavery Act (UK) and Devoir De Vigilance (France)."

Indemnity

XVI. Clause 14.5 of the T&Cs shall be amended to read as follows:

"15.1.3 any claim brought against B&Q by the Supplier, Supplier Personnel or or the
employees, agents or contractors of same, including any claim which involves an
allegation, that same are or were employees of B&Q including any claims made
pursuant to the TUPE and the Employees (Provision of Information and
Consultation) Act 2006, as amended from time to time; and/or"

Termination & Cancellation

XVII. Clause 18.5.3 of the T&Cs shall be amended to read as follows:

"18.5.3 the Defaulting Party ceases or threatens to cease to carry on its business or is
unable to pay its debts or becomes insolvent (within the meaning of section 570
of the Companies Act 2014) or makes or proposes to make any arrangement or
composition with its creditors;"

Disputes

XVIII. Clauses 21.2 and 21.4 of the T&Cs shall be amended to read as follows:

"21.2 Any dispute which has not been resolved within 28 days of the first request for a
meeting pursuant to Clause 21.1 may by written notice be referred for mediation
by a suitably qualified mediator selected by B&Q from a reputable mediation
provider such as ICMA or CEDR;"

"21.4 Nothing in this Clause 24 shall prevent either party from commencing court
proceedings and seeking relief through the courts of Ireland where injunctive or
declaratory relief is required."

General

XIX. Clause 22.4 of the T&Cs shall be deleted in its entirety and each subsequent Clause shall be renumbered
accordingly.

XX. Clause 22.11 of the T&Cs shall be amended to read as follows:

"22.11 This Agreement is governed by, and is to be construed in accordance with, Irish
law. The parties irrevocably submit to the exclusive jurisdiction of the Irish courts
to settle any dispute arising out of or in connection with this Agreement."

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B. Variations applicable to Guernsey

This Section B will apply where the geographic location of the Instructing Store is in Guernsey.
The Agreement shall be amended and construed subject to the variations set out as follows:

Definitions

I. The following new definitions shall be added to Clause 1.1 of the T&Cs:

"Government means the States of Guernsey"

"Trading Standards means the Trading Standards laws and regulations applicable in
Guernsey as enacted from time to time, in particular, the
Weights and Measures (Guernsey and Alderney) Law, 1991, and
the best practices encouraged by the Government trading
standard body where no law applies;"

II. The definitions of "CIS" and "VAT Reverse Charge" in Clause 1.1 of the T&Cs shall be deleted;

III. The definition of "Data Protection Legislation" and "Working Day" in Clause 1.1 of the T&Cs shall be
amended as follows:

"Data Protection Legislation means all applicable data protection and privacy legislation and
regulations in force from time to time in Guernsey including, but
not limited to, the Data Protection (Bailiwick of Guernsey) Law,
2017; the General Data Protection Regulation ((EU) 2016/679);
the Data Protection Act 2018; the Privacy and Electronic
Communications Directive 2002/58/EC (as updated by Directive
2009/136/EC) and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426) and the European
Communities (Implementation of Privacy Directive) (Guernsey)
Ordinance, 2004, each as amended from time to time;"

"Working Day means a day which is not a Saturday or Sunday or a bank or

national holiday in Guernsey and between the hours of 08:00 –
18:00 (inclusive)."

Appointment

IV. Clause 2.1 of the T&Cs shall be amended to read as follows:

"2.1 The Supplier provides specialist Installation Services which B&Q wishes to promote
and sell to its Customers in accordance with the applicable Trading Standards."

Service Standards

V. Clauses 3.1.11 and 3.1.6 shall be amended to read as follows:

"3.1.11 ensure that new materials only are used in carrying out the Installation Services
(unless B&Q agrees otherwise in writing or the contrary is set out in the Order)
and all goods used or included in the Installation Services are of satisfactory
quality, and there shall not be used or included in the Installation Services any
products or materials not in conformity with relevant standards or codes of practice
or which, at the time of use, are widely known to building contractors or members
of the relevant design profession to be deleterious to health and safety or to the
durability of buildings and/or other structures or finishes and/or plant and
machinery in the particular circumstances in which they are used;"

"3.1.16 where any Waste Materials are disposed of by the Supplier, it must dispose of such
Waste Materials at a facility licensed by a Competent Authority within Guernsey to
accept such Waste Materials in accordance with Environmental Law and must
provide B&Q with a copy of the facility’s Environmental Licence(s) within fourteen
Working Days of receiving a written request for such information from B&Q; and"

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Tax

VI. Clauses 8.6 to 8.20 of the T&Cs shall be deleted in their entirety and replaced and renumbered as
follows:

"8.6 Any relevant duties or taxes (as applicable) shall, where required by law, be
deducted by B&Q from the Fees prior to payment of the Fees."

“8.7 For the avoidance of doubt, B&Q shall be entitled to make any deduction or
withholding on account of tax required by law or practice, including, without
limitation, any deduction or withholding necessary in relation to the Supplier or its
sub-contractors (including Sub-Contractors). For the purposes of enabling B&Q to
fulfil such obligations, the Supplier shall furnish to B&Q all such information or
particulars B&Q may require in order to satisfy B&Q as to the identity of the
Supplier, including, without limitation, documentary evidence of the identity of the
Supplier. The accuracy of this information is the responsibility of the Supplier."

"8.8 The Supplier shall be responsible for all income tax and or/social security or other
such applicable taxes or deductions in respect of Supplier Personnel;"

"8.9 The Supplier shall indemnify B&Q for and in respect of any income tax and social
security contributions and any other liability, deduction, contribution, assessment
or claim arising from or made in connection with the performance of the Installation
Services by the Supplier under this Agreement, where the recovery is not
prohibited by law. The Supplier shall further indemnify B&Q against all reasonable
costs, expenses and any penalty, fine or interest incurred or payable by B&Q in
connection with or in consequence of any such liability, deduction, contribution,
assessment or claim."

"8.10 All sums payable to the Supplier under the Agreement shall be made net of any
deduction which B&Q is required to make by law."

Invoicing

"8.11 Payment in respect of an Order shall not be due to the Supplier until:"

"8.11.1 the Supplier has submitted to B&Q all required evidence demonstrating that the
Installation Services in respect of an Order have been completed in accordance
with this Agreement and the Order and any formal change requests approved
pursuant to Clause 3.3. Such evidence includes copies of approved change
requests and all required Certificates and any relevant certificates issued by
Certifying Bodies;"

"8.11.2 all “snagging” has been completed and the Supplier, the Customer and B&Q have
all signed a Completion Certificate in respect of the Order (signature not to be
unreasonably delayed or withheld by either Party);"

"8.11.3 the total amount of Fees calculated by the Supplier in respect of the Order has
been submitted to, and an amount of Total Fees has been agreed with B&Q, as the
amount payable in respect of the Order, in accordance with the process determined
by B&Q from time to time;"

"8.11.4 B&Q has issued a Purchase Order corresponding to the Total Fees agreed pursuant
to Clause 8.3 in respect of the agreed amount; and"

"8.11.5 a valid invoice, setting out the Total Fees as set out on the Purchase Order pursuant
to Clause 8.3, and which is compliant with any invoice requirements imposed under
Guernsey law, has been submitted to B&Q."
Payment

"8.12 Within 30 days from receipt of a valid invoice pursuant to Clause 8.17, B&Q shall
pay the Supplier the Fees less any deductions B&Q is required, by law, to make."

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"8.13 If B&Q fails to pay an amount due to the Supplier by the due date, simple interest
shall be added to the unpaid amount from the final date for Payment until the
actual date of payment. This shall be calculated on a daily basis at three (3) percent
above the Official Rate for the time being of the Bank of England. The parties
acknowledge that B&Q's liability under this Clause is a substantial remedy for the
purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act
1998, or the Guernsey equivalent (if any)."

"8.14 If B&Q is owed sums by the Supplier in connection with this Agreement, or B&Q
owes sums to a third party (howsoever arising) as a result of the Supplier’s acts
or omissions, then B&Q shall be entitled to deduct such sums from any payments
owing to the Supplier. Where such sums are in excess of the amounts payable by
B&Q to the Supplier under this Agreement, then B&Q will be entitled to suspend
all payments to the Supplier under the Agreement until the balance of the sums
owing to B&Q by the Supplier have been paid."

VII. Clause 8.21 shall be renumbered 8.15.

Personnel

VIII. A new Clause 9.5 shall be added after Clause 9.4 to be read as follows:

"9.5 The Supplier provides the Services under this Agreement as an independent
contractor and not as an employee of B&Q and as such the Supplier is free to
accept work from other parties. In the event of this Agreement being terminated
the provisions of this Clause 9.5 shall remain in full force and effect."

and each subsequent clause shall be renumbered accordingly.

Health and Safety

IX. Clause 10.3 of the T&Cs shall be amended to read as follows:

"10.3 The Supplier shall ensure that it complies, and shall ensure that all Supplier
Personnel comply, with all health and safety legislation and related regulations and
all applicable guidelines and codes of practice governing the performance of the
Installation Services in Guernsey, and with the B&Q Guidelines. In particular, the
Supplier shall ensure that it and its Supplier Personnel shall comply at all times
with the requirements of the Health and Safety at Work Etc Act 1974 (Guernsey)
Law, 1979 and all applicable regulations made thereunder.”

Data Protection and Information Security

X. Clauses 12.3.5, 12.3.8, 12.3.9 and 13.13.11 of the T&Cs shall be amended to read as follows:

"12.3.5 not transfer any such personal data to any country or territory outside Guernsey
without the prior written consent of B&Q, and then subject to executing such
agreements and taking such additional steps as B&Q may request;"

"12.3.8 assist B&Q by appropriate technical and organisational measures insofar as this is
possible, for the fulfilment of B&Q’s obligation to respond to requests for exercising
data subjects’ rights under the Data Protection Legislation;"

"12.3.9 assist B&Q in ensuring compliance with the obligations of the Data Protection
Legislation;"

"12.3.11 make available to B&Q all information necessary to demonstrate compliance with
the reporting obligations under the Data Protection Legislation;"

Anti-corruption and Business Ethics Compliance

XI. Clauses 13.1.2, 13.1.3, 13.6 and 13.1.11 of the T&Cs shall be amended to read as follows:

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"13.1.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-
bribery and anti-corruption including the UK Bribery Act 2010 (and any guidance
issued under that Act) (“Bribery Act”), the US Foreign Corrupt Practices Act – FCPA,
the French Loi 2016-1691 (Loi Sapin II), the Prevention of Corruption (Bailiwick of
Guernsey) Law, 2003, and any other relevant Guernsey legislation, rules or
guidance or any equivalent legislation in any other jurisdiction in which the Supplier
operates (“Applicable Anticorruption Laws”); and not do anything which would
constitute an offence under the Applicable Anticorruption Laws;"

"13.1.3 have and maintain in place its own policies and procedures, including adequate
procedures under the Applicable Anticorruption Laws and the requirements for
compliance programs under the Applicable Anticorruption Laws, to ensure ongoing
compliance with the requirements of this Clause and enforce them where
appropriate;"

"13.1.6 comply with any applicable trade, economic or financial sanctions or restrictive
measures enacted by the United Nations Security Council, Her Majesty's Treasury
or the Government or the Guernsey Financial Services Commission;"

"13.1.11 abstain and ensure that any Associated Persons abstain from: (i) engaging in
private businesses with or offering gifts and hospitality to B&Q officers, employees
or representatives in violation of the Code of Conduct and any applicable laws and
regulations in Guernsey; and (ii) using the Supplier or its Associated Persons’
influence or connections with persons in authority to obtain favours or benefit the
Supplier or B&Q in connection with this Agreement; and"

Modern Slavery

XII. Clause 14.3 of the T&Cs shall be amended to read as follows:

"14.3 B&Q may require the Supplier (or any Supplier Personnel) to have an ethical audit
(a Sedex Members Ethical Trade Audit – SMETA – or the Guernsey equivalent).
Kingfisher’s Ethical Sourcing Policy (www.kingfisher.com/EthicalSourcingPolicy)
requires ‘high-risk’ suppliers / production sites to have an ethical audit. B&Q’s risk
assessment takes into account the sector risk, country risk and spend. Suppliers
and production sites are required to share audits with B&Q via Sedex (Supplier
Ethical Data Exchange) and to pay the SEDEX membership and associated audit
fees as applicable to their operations. Suppliers required to have an ethical audit
will be informed."

Indemnity

XIII. Clause 15.1.3 of the T&Cs shall be amended to read as follows:

"15.1.3 any claim brought against B&Q by the Supplier, Supplier Personnel or or the
employees, agents or contractors of same, including any claim which involves an
allegation, that same are or were employees of B&Q including any claims made
pursuant to law in Guernsey in connection with the transfer of undertakings;
and/or"

Termination & Cancellation

XIV. Clause 18.5.3 of the T&Cs shall be amended to read as follows:

"18.5.3 the Defaulting Party ceases or threatens to cease to carry on its business or is
unable to pay its debts or becomes insolvent (within the meaning of section 123
Insolvency Act 1986 and/or any equivalent applicable Guernsey legislation) or
makes or proposes to make any arrangement or composition with its creditors; or"

General

XV. Clause 22.4 shall be deleted and each subsequent clause shall be renumbered accordingly.

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Appendix 3 Data Protection

XVI. The definition of "Data Protection Legislation" in Paragraph 1 of Appendix 3 shall be deleted and replaced
as follows:

"Data Protection Legislation means (i) the Data Protection (Bailiwick of Guernsey) Law
2017 (ii) any laws and/or regulations implementing or
further to the above legislation which are applicable to the
Services; (iii) all other applicable laws, regulations and
ordinances relating to the Processing of Personal Data and
privacy; and (iv) the guidance and codes of practice issued
by a relevant regulator;"

XVII. The following definition shall be added to Paragraph 1 of Appendix 3:

"Data Protection Authority means the Office of the Data Protection Authority in
Guernsey;"

XVIII. Paragraph 1.2(l) and 3.3 of Appendix 3 shall be amended to read as follows:

"1.2(l) the existence of automated decision-making referred to in Data Protection

Legislation, and, at least in those cases, meaningful information about the logic
involved, as well as the significance and the envisaged consequences of such
processing for the Data Subject."

"3.3 Upon request by Kingfisher, the Supplier shall, within 48 hours, restrict the scope
of Processing of Personal Data in accordance with B&Q’s instructions, which shall
meet the conditions set out in Article 18 of the GDPR the applicable Data Protection
Legislation, and shall inform B&Q of such changes."

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C. Variations applicable to Jersey

This Section C will apply where the geographic location of the Instructing Store is in Jersey. The Agreement
shall be amended and construed subject to the variations set out as follows:

Definitions

I. The following new definitions shall be added to Clause 1.1 of the T&Cs:

"Government means the Government of Jersey;"

"GST means goods and services tax as provided for in the Goods and
Services Tax (Jersey) Law 2007 and legislation (whether
delegated or otherwise) supplemental thereto;"

II. The definitions of "CIS", "VAT" and "VAT Reverse Charge" in Clause 1.1 of the T&Cs shall be deleted;

III. The definition of "Data Protection Legislation", “Environmental Law” and "Working Day" in Clause 1.1 of
the T&Cs shall be amended to read as follows:

"Data Protection Legislation means all applicable data protection and privacy legislation and
regulations in force from time to time in Jersey including the
Data Protection (Jersey) Law 2018, the Data Protection
Authority (Jersey) Law 2018, General Data Protection
Regulation ((EU) 2016/679); the Data Protection Act 2018; the
Privacy and Electronic Communications Directive 2002/58/EC
(as updated by Directive 2009/136/EC) and the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426),
each as amended from time to time;"

“Environmental Law” means all law applicable in Jersey (including statutory law,
subordinate legislation, common law, judicial decisions and the
law of the European Union (where applicable) and notices issued
by any Competent Authority), treaties, codes of practice and
guidance notes having legally binding effect from time to time
subsisting or in force which have as a purpose or effect the
protection of the Environment;

"Working Day means a day which is not a Saturday or Sunday or a bank or

national holiday in Jersey and between the hours of 08:00 –
18:00 (inclusive)."

Service Standards

IV. Clauses 3.1.11 and 3.1.6 of the T&Cs shall be amended to read as follows:

"3.1.11 ensure that new materials only are used in carrying out the Installation Services
(unless B&Q agrees otherwise in writing or the contrary is set out in the Order)
and all goods used or included in the Installation Services are of satisfactory
quality, and there shall not be used or included in the Installation Services any
products or materials not in conformity with relevant standards or codes of practice
or which, at the time of use, are widely known to building contractors or members
of the relevant design profession to be deleterious to health and safety or to the
durability of buildings and/or other structures or finishes and/or plant and
machinery in the particular circumstances in which they are used;"

"3.1.16 where any Waste Materials are disposed of by the Supplier, it must dispose of such
Waste Materials at a facility licensed by a Competent Authority within Jersey to
accept such Waste Materials in accordance with Environmental Law and must
provide B&Q with a copy of the facility’s Environmental Licence(s) within fourteen
Working Days of receiving a written request for such information from B&Q; and"

Warranties, Service Levels and Repair

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V. Clause 7.3 shall be amended to read as follows:

"7.3 Where a Reimbursement Event occurs and B&Q incurs cost, the Supplier shall
indemnify B&Q against all Liabilities incurred by B&Q in respect of same, save
where the Reimbursement Event was due solely to the acts or omissions of B&Q
and/or the Customer or Force Majeure. Sums due pursuant to this clause may be
recovered by B&Q pursuant to Clause 8.18."

VI. A new Clause 7.4 shall be added to the T&Cs as follows:

"7.4 To the extent permitted by law all warranties implied by the Supply of Goods and
Services (Jersey) Law 2009 shall be excluded."

Tax

VII. Clauses 8.6 to 8.20 of the T&Cs shall be deleted in their entirety and replaced and renumbered as
follows:

"8.6 The Fees, unless otherwise stated, are exclusive of GST."

"8.7 Any GST in respect of the Fees shall be payable in addition to such sums (save
where the GST inclusive Fee is included on the invoice) on production of a properly
constituted and valid GST invoice."

"8.8 B&Q shall not be liable for any GST, costs, penalties, interest or other charges
arising from any incorrect GST treatment by the Supplier of any supply hereunder,
save to the extent that B&Q (acting reasonably) is able to recover such Costs from
the relevant taxation authority, and the Supplier shall indemnify and keep
indemnified B&Q against any such Costs which B&Q is not able so to recover."

"8.9 Any other relevant duties or taxes (as applicable) shall, where required by law, be
deducted by B&Q from the Fees prior to payment of the Fees."

"8.10 If relevant, where the Supplier is a registered company or partnership, B&Q shall
perform a Status Determination Statement (SDS) and shall notify the Supplier of
the status in accordance with the Off-Payroll Working regulations. The Supplier
may appeal the decision and B&Q shall respond within 45 days. Where the Supplier
is a sole trader, B&Q shall determine the employment status of the Supplier in
relation to the Services. The Supplier shall in each case provide B&Q with such
information as B&Q or its agents may require to perform this determination."

"8.11 The Supplier shall be responsible for all Income Tax Instalment System (ITIS)
and/or social securities or other such applicable taxes or deductions in respect of
Supplier Personnel;"

"8.12 The Supplier shall indemnify B&Q for and in respect of any income tax and social
security contributions and any other liability, deduction, contribution, assessment
or claim arising from or made in connection with the performance of the Installation
Services by the Supplier under this Agreement, where the recovery is not
prohibited by law. The Supplier shall further indemnify B&Q against all reasonable
costs, expenses and any penalty, fine or interest incurred or payable by B&Q in
connection with or in consequence of any such liability, deduction, contribution,
assessment or claim."

"8.13 All sums payable to the Supplier under the Agreement shall be made net of any
deduction which B&Q is required to make by law."

Invoicing

"8.14 Payment in respect of an Order shall not be due to the Supplier until:"

"8.14.1 the Supplier has submitted to B&Q all required evidence demonstrating that the
Installation Services in respect of an Order have been completed in accordance

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with this Agreement and the Order and any formal change requests approved
pursuant to Clause 3.3. Such evidence includes copies of approved change
requests and all required Certificates and any relevant certificates issued by
Certifying Bodies;"

"8.14.2 all “snagging” has been completed and the Supplier, the Customer and B&Q have
all signed a Completion Certificate in respect of the Order (signature not to be
unreasonably delayed or withheld by either Party);"

"8.14.3 the total amount of Fees calculated by the Supplier in respect of the Order has
been submitted to, and an amount of Total Fees has been agreed with B&Q, as the
amount payable in respect of the Order, in accordance with the process determined
by B&Q from time to time;"

"8.14.4 B&Q has issued a Purchase Order corresponding to the Total Fees agreed pursuant
to Clause 8.3 in respect of the agreed amount; and"

"8.14.5 a valid invoice, setting out the Total Fees as set out on the Purchase Order pursuant
to Clause 8.3, and which is compliant with (where applicable) the invoice
requirements imposed in respect of GST has been submitted to B&Q."
Payment

"8.14 Within 30 days from receipt of a valid invoice pursuant to Clause 8.15, B&Q shall
pay the Supplier the Fees less any deductions B&Q is required, by law, to make."

"8.15 If B&Q fails to pay an amount due to the Supplier by the due date, simple interest
shall be added to the unpaid amount from the final date for Payment until the
actual date of payment. This shall be calculated on a daily basis at three (3) percent
above the Official Rate for the time being of the Bank of England. The parties
acknowledge that B&Q's liability under this Clause is a substantial remedy for the
purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act
1998, or the Jersey equivalent (if any).

"8.16 If B&Q is owed sums by the Supplier in connection with this Agreement, or B&Q
owes sums to a third party (howsoever arising) as a result of the Supplier’s acts
or omissions, then B&Q shall be entitled to deduct such sums from any payments
owing to the Supplier. Where such sums are in excess of the amounts payable by
B&Q to the Supplier under this Agreement, then B&Q will be entitled to suspend
all payments to the Supplier under the Agreement until the balance of the sums
owing to B&Q by the Supplier have been paid."

VIII. Clause 8.21 shall be renumbered 8.18.

Supplier Personnel

IX. A new Clause 9.5 shall be added after Clause 9.4 of the T&Cs to be read as follows:

"9.5 The Supplier provides the Services under this Agreement as an independent
contractor and not as an employee of B&Q and as such the Supplier is free to
accept work from other parties. In the event of this Agreement being terminated
the provisions of this Clause 9.8 shall remain in full force and effect."

and each subsequent clause shall be renumbered accordingly.

Health and Safety

X. Clause 10.3 of the T&Cs shall be amended to read as follows:

"10.3 The Supplier shall ensure that it complies, and shall ensure that all Supplier
Personnel comply, with all health and safety legislation and related regulations and
all applicable guidelines and codes of practice governing the performance of the
Installation Services, and with the B&Q Guidelines. In particular, the Supplier shall

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ensure that it and its Supplier Personnel shall comply at all times with the
requirements of the Health and Safety at Work (Jersey) Law 1989 and all applicable
regulations, codes, and guidance made thereunder including the approved codes
of practice in connection with matters such as exposure to asbestos and safe work
with gas systems, the Health and Safety (Management in Construction)
Regulations 20165, the Electricity at Work (Jersey) Regulations 19839, and the
Liquefied Petroleum Gas (Jersey) Regulations 1984.”

Data Protection and Information Security

XI. Clause 12.3.5, 12.3.8, 12.3.9 and 12.3.11 of the T&Cs shall be amended to read as follows:

“12.3.5 not transfer any such personal data to any country or territory outside Jersey or
the UK without the prior written consent of B&Q, and then subject to executing
such agreements and taking such additional steps as B&Q may request;”

“12.3.8 assist B&Q by appropriate technical and organisational measures insofar as this is
possible, for the fulfilment of B&Q’s obligation to respond to requests for exercising
data subjects’ rights under Chapter III of GDPR (Part 6 of the Data Protection
(Jersey) Law 2018);”

“12.3.9 assist B&Q in ensuring compliance with the obligations in Articles 32 to 36 of GDPR
(Articles 16, 17, 20 and 21 of the Data Protection (Jersey) Law 2018);”

“12.3.11 make available to B&Q all information necessary to demonstrate compliance with
the obligations in Article 28 of GDPR (Article 19 of the Data Protection (Jersey) Law
2018).”

Anti-corruption and Business Ethics Compliance

XII. Clauses 13.1.2, 13.1.3, 13.6 and 13.1.11 of the T&Cs shall be amended to read as follows:

"13.1.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-
bribery and anti-corruption including the Corruption (Jersey) Law 2006
("Corruption Law"), UK Bribery Act 2010 (and any guidance issued under that Act)
(“Bribery Act”), the US Foreign Corrupt Practices Act – FCPA, the French Loi 2016-
1691 (Loi Sapin II) or any equivalent legislation in any other jurisdiction in which
the Supplier operates (“Applicable Anticorruption Laws”); and not do anything
which would constitute an offence under the Applicable Anticorruption Laws;"

"13.1.3 have and maintain in place its own policies and procedures, including adequate
procedures under the Applicable Anticorruption Laws and the requirements for
compliance programs under the Applicable Anticorruption Laws, to ensure ongoing
compliance with the requirements of this Clause and enforce them where
appropriate;

"13.1.6 comply with any applicable trade, economic or financial sanctions or restrictive
measures enacted by the United Nations Security Council, Her Majesty's Treasury
or the Government;"

"13.1.11 abstain and ensure that any Associated Persons abstain from: (i) engaging in
private businesses with or offering gifts and hospitality to B&Q officers, employees
or representatives in violation of the Code of Conduct and any applicable laws and
regulations in Jersey; and (ii) using the Supplier or its Associated Persons’ influence
or connections with persons in authority to obtain favours or benefit the Supplier
or B&Q in connection with this Agreement; and"

Modern Slavery

XIII. Clause 14.3 of the T&Cs shall be amended to read as follows:

"14.3 B&Q may require the Supplier (or any Supplier Personnel) to have an ethical audit
(a Sedex Members Ethical Trade Audit – SMETA – or the Jersey equivalent).

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Kingfisher’s Ethical Sourcing Policy (www.kingfisher.com/EthicalSourcingPolicy)

requires ‘high-risk’ suppliers / production sites to have an ethical audit. B&Q’s risk
assessment takes into account the sector risk, country risk and spend. Suppliers
and production sites are required to share audits with B&Q via Sedex (Supplier
Ethical Data Exchange) and to pay the SEDEX membership and associated audit
fees as applicable to their operations. Suppliers required to have an ethical audit
will be informed."

Indemnity

XIV. Clause 15.1.3 of the T&Cs shall be amended to read as follows:

"15.1.3 any claim brought against B&Q by the Supplier, Supplier Personnel or or the
employees, agents or contractors of same, including any claim which involves an
allegation, that same are or were employees of B&Q; and/or"

Termination & Cancellation

XV. Clause 18.5.3 of the T&Cs shall be amended to read as follows:

"18.5.3 the Defaulting Party ceases or threatens to cease to carry on its business or is
unable to pay its debts or becomes insolvent (within the meaning of section 123
Insolvency Act 1986 and/or any equivalent applicable Jersey legislation) or makes
or proposes to make any arrangement or composition with its creditors; or"

General

XVI. Clause 22.4 shall be deleted and each subsequent clause shall be renumbered accordingly.

Appendix 3 Data Protection

XVII. The definition of "Data Protection Legislation" in Paragraph 1 of Appendix 3 shall be deleted and replaced
as follows:

"Data Protection Legislation means (i) the GDPR as defined below and the e-Privacy
Directive (2002/58/EC); (ii) any laws and/or regulations
implementing the above legislation which are applicable to
the Services; (iii) all other applicable laws and regulations
relating to the Processing of Personal Data and privacy,
namely the Data Protection (Jersey) Law 2018 and Data
Protection Authority (Jersey) Law 2018; and (iv) the
guidance and codes of practice issued by a relevant
regulator;"

XVIII. Paragraph 1.2(l) and 3.3 of Appendix 3 shall be amended to read as follows:

"1.2(l) the existence of automated decision-making referred to in Article 22(1) and (4) of
GDPR (Article 38(1) and (4) of the Data Protection (Jersey) Law 2018), and, at
least in those cases, meaningful information about the logic involved, as well as
the significance and the envisaged consequences of such processing for the Data
Subject."

"3.3 Upon request by Kingfisher, the Supplier shall, within 48 hours, restrict the scope
of Processing of Personal Data in accordance with B&Q’s instructions, which shall
meet the conditions set out in Article 18 of the GDPR (Article 33 of the Data
Protection (Jersey) Law 2018), and shall inform B&Q of such changes."

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D. Variations applicable to Isle of Man

This Section D will apply where the geographic location of the Instructing Store is in the Isle of Man. The
Agreement shall be amended and construed subject to the variations set out as follows:

Definitions

I. The definition of "CIS", "Data Protection Legislation ", "VAT" and "VAT Reverse Charge" in Clause 1.1 of
the T&Cs shall be deleted and replaced as follows:

"CIS means the Construction Industry Scheme as provided for in the

Income Tax (Instalment Payments) Act 1974 (an Act of
Tynwald) and legislation (whether delegated or otherwise)
supplemental thereto;"

"Data Protection Legislation means all applicable data protection and privacy legislation in
force from time to time in the UK including the General Data
Protection Regulation ((EU) 2016/679); the Data Protection Act
2018; the Data Protection Act 2018 (an Act of Tynwald), LED
Implementing Regulations 2018 (Isle of Man regulations), the
Privacy and Electronic Communications Directive 2002/58/EC
(as updated by Directive 2009/136/EC) and the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426),
each as amended from time to time;"

"VAT means value added tax as provided for in the Value Added Tax
Act 1996 (an Act of Tynwald) and legislation (whether delegated
or otherwise) supplemental thereto;"

"VAT Reverse Charge means the VAT obligations applying to the supply of
construction services pursuant to the Value Added Tax Act 1996
(an Act of Tynwald) and any VAT regulations relating thereto;"

Service Standards

II.

III. Clause 3.1.14 (previously 3.1.16) of the T&Cs shall be amended to read as follows:

"3.1.14 where any Waste Materials are disposed of by the Supplier, it must dispose of such
(previously Waste Materials at a facility licensed by a Competent Authority within the United
3.1.16) Kingdom or the Isle of Man (as appropriate) to accept such Waste Materials in
accordance with Environmental Law and must provide B&Q with a copy of the
facility’s Environmental Licence(s) within fourteen Working Days of receiving a
written request for such information from B&Q; and"

IV. Clause 3.1.15 (previously 3.1.17) of the T&Cs shall be deleted in its entirety and each subsequent Clause
to be renumbered accordingly.

Tax

V. Clauses 8.10, 8.11, 8.13, 8.14 to 8.20 of the T&Cs shall be amended to read as follows:

"8.10 CIS or ITIP, NICs and any other relevant duties or taxes (as applicable) shall,
where required by law, be deducted by B&Q from the Fees prior to payment of the
Fees.

"8.11 It is the obligation of the Supplier to register for CIS as required by the Income
Tax Division and meet all requirements imposed by such registration. The Supplier
will provide to B&Q at the earliest opportunity sufficient information to enable B&Q
to verify the Supplier’s payment status with the Income Tax Division. The Supplier
will not receive payment for services under this contract until such information has
been provided. The accuracy of this information is the responsibility of the Supplier.

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If the payment status of the Supplier is to change, the Supplier must inform B&Q
within 14 days.

"8.13 The Supplier shall inform the Income Tax Division of their intention to be self
employed by completing form R133 “Commencement of Self-Employment". Where
the Supplier is a registered company or partnership, B&Q shall perform a Status
Determination Statement (SDS) and shall notify the Supplier of the status in
accordance with Part 2 (Deemed Employment) Income Tax (Instalment Payments)
Act 1974. The Supplier may appeal the decision and B&Q shall respond within 45
days. Where the Supplier is a sole trader, B&Q shall determine the employment
status of the Supplier in relation to the Services. The Supplier shall in each case
provide B&Q with such information as B&Q or its agents may require to perform
this determination. In the event that the Supplier’s tax status is deemed by the
SDS to be such that Fees paid to the Supplier must be subject to ITIP, NICs and/or
any other relevant deductions, then B&Q will not deduct CIS from the Fees but
will, instead, deduct the required ITIP, NICs and any other relevant deductions."

"8.14 The Supplier shall be responsible for all ITIP, CIS and/or NICs or other such
applicable taxes or deductions in respect of Supplier Personnel;

TUPE and Employment Transfers

VI. The heading "TUPE and Employment Transfers" shall be renamed "Claim of Employment by Supplier
and/or Supplier Personnel"

VII. Clause 9.5 and 9.6 of the T&Cs shall be deleted in their entirety and replaced as follows:

"9.5 If the Supplier or any of the Supplier Personnel claim at any time to have become
an employee of, or have rights against, B&Q (for itself and on behalf of any
Replacement Provider) by any applicable employment laws or principles, the
Supplier will indemnify B&Q and/or any Replacement Provider against any
Employee Liabilities reasonably incurred by B&Q and/or any Replacement Provider.
"

and Clause 9.7 shall be renumbered to become Clause 9.6.

Health and Safety

VIII. Clause 10.3 of the T&Cs shall be amended to read as follows:

"10.3 The Supplier shall ensure that it complies, and shall ensure that all Supplier
Personnel comply, with all health and safety legislation and related regulations and
all applicable guidelines and codes of practice governing the performance of the
Installation Services, and with the B&Q Guidelines. In particular, the Supplier shall
ensure that it and its Supplier Personnel shall comply at all times with the
requirements of the Health and Safety at Work Etc Act 1974 (as it extends to the
Isle of Man by virtue of the Health and Safety at Work Etc Act 1997 (an Act of
Tynwald)) and all applicable regulations, codes, and guidance made thereunder
having effect in the Isle of Man, the Construction (Design and Management)
Regulations 2003 and the Management of Health and Safety at work Regulations
2003. "

Site safety and security

IX. Clause 10.6.2 of the T&Cs shall be amended to read as follows:

"10.6.2 plan, manage and monitor all work carried out by the Supplier and Supplier
Personnel including, where required, the preparation of a “construction phase plan”
as required by the Construction (Design and Management) Regulations 2003 (an
Act of Tynwald);"

Supplier appointed Principal Contractor

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X. Clause 10.8 of the T&Cs shall be amended to read as follows:

"10.8 For the purposes of this Clause the expressions “Client” and "Principal Contractor"
shall have the same meaning as in the Construction (Design and Management)
Regulations 2003 (an Act of Tynwald)(the CDM Regulations) which expression
shall include any code of practice created thereunder."

Anti-corruption and Business Ethics Compliance

XI. Clause 13.1.2 of the T&Cs shall be amended to read as follows:

"13.1.2 comply with all applicable laws, regulations, codes and sanctions relating to anti-
bribery and anti-corruption including the UK Bribery Act 2010 (and any guidance
issued under that Act) (“Bribery Act”), the Bribery Act 2013 (an Act of Tynwald),
the US Foreign Corrupt Practices Act – FCPA, the French Loi 2016-1691 (Loi Sapin
II) or any equivalent legislation in any other jurisdiction in which the Supplier
operates (“Applicable Anticorruption Laws”); and not do anything which would
constitute an offence under the Applicable Anticorruption Laws if it had been done
in the UK;"

Indemnity

XII. Clause 15.1.3 of the T&Cs shall be amended to read as follows:

"15.1.3 any claim brought against B&Q by the Supplier, Supplier Personnel or or the
employees, agents or contractors of same, including any claim which involves an
allegation, that the same are or were employees of B&Q including any claims made
under the Employment Act 2006 and or Equality Act 2017; and/or"

General

XIII. Clause 22.4 of the T&Cs shall be amended to read as follows:

"22.4 Save as expressly provided in this Agreement, a person who is not a party to this
Agreement shall not have the right under the Contract (Rights of Third Parties) Act
1999 or Contract (Rights of Third Parties) Act 2001 to enforce any of its provisions."

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