Terms & Conditions for Providers

Export Support Service, International Markets: Export Support Directory

Terms and conditions for providers

1. Interpretation

   1. In these terms and conditions (the Terms and Conditions):

      1. we, us and our means Department for Business and Trade (DBT) and its officers responsible for delivering the Export Support Service, International Markets (the Service) to the ESSIM Client;
      2. you, your and the Provider means an enterprise or sole trader that has submitted an application to be, or is, registered on the Overseas Referral Network; and
      3. ESSIM Client means an enterprise incorporated in the UK that receives the Service from DBT and that is seeking further export support from a Registered Provider.

   2. Unless the context otherwise requires, defined terms used in these Terms and Conditions shall have the following meanings:

      1. Application means your application to be a Registered Provider submitted via the Export Support Directory.
      2. Confidential Information has the meaning given to that term in clause 15.1;
      3. Charges has the meaning given to that term in clause 9.1.
      4. ESSIM Agreement has the meaning given to that term in clause 7.4;
      5. ESSIM Client Feedback has the meaning given to that term in clause 6.5;
      6. ESSIM Code of Conduct means any and all professional standards applicable to you and to the relevant ESSIM Client;
      7. EIR means the Environmental Information Regulations 2004;
      8. Export Support Directory means the electronic platform found at www.esd.businessandtrade.gov.uk that hosts the Overseas Referral Network and through which the Registered Providers can respond to messages/enquiries from ESSIM Clients;
      9. FOIA means the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation;
      10. Insurance Policies has the meaning given to that term in clause 12.1
      11. Overseas Referral Network means the list of Registered Providers hosted on the Export Support Directory who can provide the Provider Services to ESSIM Clients;
      12. Provider Guidancemeans the ESSIM Overseas Referral Network Provider Guidance posted on the Export Support Directory, as amended and/or supplemented from time to time;
      13. Provider Rating has the meaning given to that term in clause 6.5;
      14. Provider Service means the export support services provided by you to an ESSIM Client including but not limited to those set out in Appendix 1, as such services may be amended and/or supplemented by DBT from time to time;
      15. Registered Provider means a Provider that is registered on the Overseas Referral Network;
      16. Request for Information has the meaning set out in the FOIA or the EIR as relevant (where the meaning set out for the term "request" shall apply);
      17. Service has the meaning given to that term in clause 1.1(a); and
      18. Working Day means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.

   3. Reference in these Terms and Conditions to a provision of law is a reference to that provision as amended or re-enacted from time to time.

2. Purpose

   1. These Terms and Conditions are entered into between us and you.
   2. These Terms and Conditions govern your application to be a, and your registration and role as a, Registered Provider on the Overseas Referral Network from which you may be selected by an ESSIM Client to provide the Provider Services to that ESSIM Client.

3. Effectiveness

   1. These Terms and Conditions shall become effective on and from the date that you submit your Application confirming that you agree to these Terms and Conditions during your Application in accordance with clause 4.1(j) below.

4. Conditions to becoming a Registered Provider

   1. You will not be registered on the Overseas Referral Network unless we have received all of the documents and evidence listed in this clause 4 to our satisfaction (in our sole discretion):

      General

      1. your correct and up to date contact details (including your full legal name, contact phone number and contact e-mail address) and supporting information via the registration link on the Export Support Directory;
      2. confirmation (if you are a sole trader) that you have the “right to work” in the UK or in the jurisdiction in which you expect to be delivering the Provider Services (as applicable) or (if you are an enterprise) that you have carried out all relevant ‘right to work’ checks for any individual engaged by you and working for you and, if requested by us, evidence that you have complied with your requirements under the Immigration, Asylum and Nationality Act 2006;
      3. confirmation that you are not subject to any criminal convictions and (if you are an enterprise) that you have carried out all relevant criminal checks for any individual engaged by you and working for you;
      4. evidence demonstrating that you have the experience required to deliver the Provider Services that you are registering to deliver by uploading at least 2 case studies to the Export Support Directory as part of your Application;
      5. (if you are an enterprise) a copy of the annual audited accounts for the immediately preceding two years showing a positive balance sheet;
      6. a copy of any Insurance Policies that are in place and being maintained pursuant to clause 12.1;
      7. confirmation that you are in full compliance with all applicable laws relating to modern slavery and (to the extent applicable) the Modern Slavery Act 2015;
      8. confirmation that you have read and understood and agree to comply with the Provider Guidance by ticking the associated check box on the Export Support Directory during your Application;
      9. confirmation as part of your Application that you agree to these Terms and Conditions.

      Background checks

      10. completion of the following checks:
          1. any criminal prosecutions that you are or have been subject to;
          2. whether you, and (if you are an enterprise) any companies within your group, have been dissolved or have otherwise been subject to any insolvency, liquidation, bankruptcy or administration proceedings;
          3. adverse press or media coverage which may (in our sole discretion) impact our view of your suitability to be registered on the Overseas Referral Network;
          4. (if you are an enterprise) any equivalent checks (in our sole discretion) for companies within your group even if this company is not the entity through which your Application has been submitted;
          5. (if you are a sole trader) any relevant identity checks; and
          6. (if you are a sole trader) any disqualified directorships.
   2. You agree to us conducting the checks listed in paragraph (j) above and any other checks (in our sole discretion) that we consider to be appropriate in relation to you, your employees and/or your associates (as applicable).
   3. The requirements contained in clause 4 are non-exhaustive and may be amended and/or supplemented by us from time to time.

5. Becoming a Registered Provider

   1. Upon being satisfied that we have received all of the documents and evidence listed in clause 4, we shall approve your Application and you shall be registered on the Overseas Referral Network on and from the date of this approval.
   2. At any time whilst you continue to be registered on the Overseas Referral Network, you may register to provide any additional Provider Service listed in Appendix 1, provided you continue to satisfy the conditions set out in clause 4.1 (and any checks and conditions introduced pursuant to clauses 4.2 and 4.3) and we have received evidence demonstrating that you have the experience required to deliver that Provider Service to our satisfaction (in our sole discretion).

6. Ongoing status as a Registered Provider

   Our annual checks

   1. Your inclusion on the Overseas Referral Network will be reviewed by us on an on-going basis. We will, as a minimum, carry out quality checks on an annual basis to assess:
      1. that there have been no adverse changes to your legal and financial status that might (in our opinion acting in our sole discretion) cause you to fail any of the checks and conditions set out in clause 4.1 and introduced pursuant to clauses 4.2 and 4.3;
      2. that you continue to have the capacity and capability to deliver the Provider Services for which you have registered (to be evaluated by reference to the ESSIM Client Feedback and Provider Ratings);
      3. that you have no record of criminality; and
      4. that you are in full compliance with modern slavery standards.
   2. The checks contained in clause 6.1 are non-exhaustive and may be amended and/or supplemented by us from time to time.
   3. If you fail to meet to meet any of the checks in clause 6.1 (and any checks introduced pursuant to clause 6.2) to our satisfaction, you may be removed from the Overseas Referral Network with immediate effect at our sole discretion.
   4. If you have not been selected by an ESSIM Client for 12 months to provide Provider Services, you may be removed from the Overseas Referral Network with immediate effect at our sole discretion.

   Provider performance

   5. You agree to us collecting ESSIM Client feedback (ESSIM Client Feedback), and if we deem appropriate, a net promoter score rating out of 10 from an ESSIM Client (Provider Rating), on an annual basis as part of our ESSIM Client satisfaction surveys.
   6. Provider Ratings will be stored by our overseas teams for internal use but may be made available to us and/or the ESSIM Clients as part of search criteria when selecting a Provider from the Overseas Referral Network.
   7. Where an ESSIM Client provides a Provider Rating for your performance, this Provider Rating will be combined with previous Provider Ratings received and may be shown on the Overseas Referral Network as your average Provider Rating. We take no responsibility for any Provider Rating awarded by any ESSIM Client.
   8. You may be removed from the Overseas Referral Network with immediate effect at our sole discretion if you receive less than a 7 out of 10 Provider Rating and/or if we receive poor ESSIM Client Feedback.

7. Selection to provide Provider Services

   1. Your acceptance of these Terms and Conditions and your registration as a Provider on the Overseas Referral Network is not a guarantee that an ESSIM Client will select you to provide the Provider Services.
   2. An ESSIM Client will be provided with multiple Providers on the Overseas Referral Network that it may select from to provide the Provider Services. Providers on the Overseas Referral Network will be shared with an ESSIM Client on an impartial basis consistent with our Conflict of Interest Policy found in the Provider Guidance.
   3. An ESSIM Client’s decision to select you to provide it with Provider Services will, subject to these Terms and Conditions, be solely at that ESSIM Client’s discretion. An ESSIM Client is under no obligation to select you to provide the Provider Services.
   4. If you are selected by an ESSIM Client to provide Provider Services, you shall enter into an agreement with that ESSIM Client in relation to the provision of those Provider Services (an ESSIM Agreement).
   5. Each ESSIM Agreement shall be entered into on the basis of contractual terms agreed and negotiated between you and the ESSIM Client directly and we will not be a party to this ESSIM Agreement. We do not accept any responsibility for the ESSIM Client’s agreement to any of the terms contained in an ESSIM Agreement and we will not have any role in, or assume any liability in respect of, the negotiation, execution and/or performance of any ESSIM Agreement (or any other agreement between you and the ESSIM Client).
   6. You shall ensure that each ESSIM Agreement entered into by you shall set out the terms and conditions under which you shall provide the Provider Services to the relevant ESSIM Client, including but not limited to specifying the Provider Services to be supplied by you, your scope of work including any deliverables to be performed by you, any key dates and the Charges to the ESSIM Client.

8. Your obligations to us

   1. You shall at all times:
      1. maintain a complete, accurate and up to date profile on the Overseas Referral Network (including but not limited to your contact details referred to in clause 4.1(a));
      2. provide the Provider Services with all due care, skill and discretion, and to the level of competence, skill and care, to be expected of personnel who are experienced in the provision of such services;
      3. provide such information, knowledge and assistance as we and/or the ESSIM Client may require from time to time (subject to confidentiality and data protection obligations);
      4. comply with all applicable legislation, statutes and regulations in relation to your business and the provision of the Provider Services;
      5. not engage in any conduct which might be detrimental or which conflicts with or may be perceived to conflict with the business interests of the ESSIM Client;
      6. refrain from acting in any manner that is inconsistent with the good reputation of DBT or the Service or that may bring us or the Service into disrepute or that may cause us or the Service embarrassment; and
      7. promptly (and in any event, within 3 Working Days from receipt) respond to any ESSIM Client enquiries or messages received by you via the Export Support Directory.

9. Charges

   Provider Services charges

   1. You shall directly agree with the ESSIM Client any fees, costs, expenses and/or other charges or sums due to you for providing Provider Services to that ESSIM Client (the Charges).
   2. Any Charges incurred by or due to you shall be paid to you in full by the ESSIM Client. It is your responsibility to recover any Charges from the ESSIM Client.
   3. We do not have any liability to you for the payment of any Charges or for the non-payment of any Charges to you by the ESSIM Client. Nothing in any ESSIM Agreement (or any other agreement in relation to your provision of Provider Services) drawn up between you and an ESSIM Client shall place any liability on us for the payment of any Charges.

   Other charges

   4. We shall not charge you, or pay you, for being registered on or using the Overseas Referral Network or the Service.
   5. Any costs incurred by you from time to time in maintaining your registration on the Overseas Referral Network or your status as a Registered Provider, complying with our requests, responding to any ESSIM Client enquires or messages via the Export Support Directory, completing any training that we require you to complete and performing any other tasks relating to your status as a Registered Provider that we require you to perform shall be your own costs.

10. General indemnities

    1. You shall be fully responsible for and shall promptly indemnify us against all and any liability, loss, penalties, awards, damages, expenses or costs (including legal costs) which we incur or become liable for as a result of:
       1. any claim brought against us by an ESSIM Client (that is not frivolous nor vexatious and that is not discharged within 14 days of commencement) in respect of your provision of Provider Services to that ESSIM Client including but not limited to your failure to deliver the Provider Services to the standards reasonably required of you, your failure to complete all or any part of the Provider Services to the satisfaction of that ESSIM Client and/or in relation to your infringement of any intellectual property rights of that ESSIM Client;
       2. your failure to comply with any of the provisions of these Terms and Conditions;
       3. any claim made by the HMRC or any other relevant authority in relation to any tax, employee National Insurance contributions and/or other similar contributions arising out of or in connection with (i) any amounts payable in respect of these Terms and Conditions and/or (ii) any Charges and/or other amounts payable in respect of your provision of the Provider Services, in each case including any interest and penalties thereon; and
       4. any employment-related claim or claim based on worker status arising out of or in connection with these Terms and Conditions and/or your provision of the Provider Services that is brought by you or any party connected to you.
    2. Your total aggregate liability under these Terms and Conditions shall be no more than £300 million. We reserve the right to at any time request that you provide us with evidence that provides us with sufficient assurance (in our sole discretion) (including by way of insurance, guarantee, cash or other assurance) that you can discharge your total aggregate liability under these Terms and Conditions.

11. Your status

    1. You agree that you are an independent provider of services and nothing in these Terms and Conditions shall render you our employee, worker, agent, commercial agent (for the purposes of the Commercial Agents (Council Directive Regulations 1993)) or partner and you shall not hold yourself out as such. Neither your registration on the Overseas Referral Network, your status as a Registered Provider nor your provision of Provider Services to an ESSIM Client shall constitute or count towards any continuous period of employment with us or create any partnership, joint venture or similar arrangement between you and us.
    2. You agree that:
       1. you shall have no authority and shall not hold yourself out as having authority to bind us or in any other way act of our behalf without our prior written consent;
       2. you shall have no authority and shall not hold yourself out as having authority to incur any expenditure in our name or for our account, or in the name of or for the account of the Service;
       3. you shall at all times comply with the provisions of clause 18;
       4. you shall at all times be responsible for the payment of any National Insurance contributions and any other contributions and taxes as may be required by law;
       5. you are not entitled to any payment in respect of annual leave pursuant to the Working Time Regulations 1998 (to the extent applicable); and
       6. you have no pension rights (and shall have no right of auto-enrolment as you are not a 'worker' for the purposes of the Pensions Act 2008) (to the extent applicable).

12. Insurance

    1. You shall take out and maintain full and comprehensive insurance policies in respect of your registration on the Overseas Referral Network and your provision of the Provider Services to an ESSIM Client to the extent as is required by applicable law and it is otherwise reasonable for you to do so taking into account the market in which you operate and what is usual for enterprises or sole traders (as applicable) carrying on the same or substantially similar business as you (Insurance Policies).
    2. If you maintain any Insurance Policies pursuant to clause 12.1 above:
       1. you agree to comply with the terms and conditions of the Insurance Policies at all times, and do all such things necessary to maintain the Insurance Policies in full force and effect, during any period in which you are registered on the Overseas Referral Network and/or providing Provider Services to an ESSIM Client;
       2. the Insurance Policies must be with a reputable insurer of good financial standing who is appropriately regulated; and
       3. you shall maintain details of your current Insurance Policies on your profile on the Export Support Directory.

13. Data protection

    1. To the extent that the Parties share any Personal Data for the purposes of these Terms and Conditions, the Parties accept that they are each a separate independent Controller in respect of such Personal Data.
    2. Each Party:
       1. shall comply with all applicable Data Protection Legislation in respect of its processing of such Personal Data;
       2. will be individually and separately responsible for its own compliance; and
       3. does not and will not Process any Personal Data as a Joint Controller.
    3. Each Party shall, with respect to its processing of Personal Data as an independent Controller, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to that risk and the measures shall, at a minimum, comply with the requirements of the Data Protection Legislation.
    4. For the purposes of this clause 13:

       Controller, Personal Data and Process each has the meaning given to it in the UK GDPR or the EU GDPR as the context requires.

       Data Protection Legislation means (i) the UK GDPR; (ii) the Data Protection Act 2018 to the extent that it relates to the processing of Personal Data and privacy; (iii) all applicable law relating to the processing of Personal Data and privacy and guidance issued by the Information Commissioner and other regulatory authorities; and (iv) (to the extent it applies) the EU GDPR (and in the event of conflict, the UK GDPR shall apply).

       EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the 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 (General Data Protection Regulation) as it has effect in EU law.

       Information Commissioner means the UK’s independent authority which deals with ensuring information relating to rights in the public interest and data privacy for individuals is met, whilst promoting openness by public bodies.

       Joint Controller means where two or more Controllers jointly determine the purposes and means of processing.

       Party means you or us.

       UK GDPR has the meaning as set out in section 3(10) of the Data Protection Act 2018, supplemented by section 205(4).

    5. The information you provide when registering your details during your Application and whilst you are registered as a Provider on the Overseas Referral Network shall become part of a database set up and maintained as part of the Service.
    6. You agree that we may use the information you supply for the following purposes:
       1. managing your involvement in the Service including communicating with you about the Service;
       2. for monitoring and audit purposes;
       3. to carry out internal analysis, research and evaluation activities;
       4. to comply with legal and regulatory requirements;
       5. to carry out credit checks, detect, investigate and prevent fraud, trace debt and detect and deal with crime and unsavoury behaviour; and
       6. to share with ESSIM Clients for the purposes of their selection process.
    7. Questions in relation to how the information you supply to us will be processed and disclosed should be sent to: exportdirectoryinfo@businessandtrade.gov.uk.
    8. You agree that these Terms and Conditions apply to any Personal Data provided for the purposes of these Terms and Conditions.

14. When can you share information

    1. You acknowledge that we are subject to the requirements of the FOIA and the EIR and agree to assist and cooperate with us, at your expense, to enable us to comply with this legislation.
    2. You must tell us within 48 hours if you receive a Request for Information.
    3. In accordance with a reasonable timetable and in any event within five (5) Working Days of a request from us, you must give us full cooperation and information needed so we can comply with any Request for Information.
    4. To the extent that it is allowed and practical to do so, we will use reasonable endeavours to notify you of a Request for Information and may talk to you to help you decide whether to publish information under this clause. However, the extent, content and format of the disclosure is our decision in our absolute discretion.

15. Confidentiality

    1. At all times on and from the date of your Application and whilst you continue to be a Registered Provider and for five (5) years after your removal from the Overseas Referral Network, you agree to treat all information (other than that which is already in the public domain other than as a result of your breach of these Terms and Conditions) concerning these Terms and Conditions, the Service, the Overseas Referral Network, the Export Support Directory, us and any ESSIM Client business as confidential (Confidential Information).
    2. You shall not at any time, divulge, disclose or otherwise use or permit to be divulged, disclosed or used any Confidential Information other than in the proper course of providing the Provider Services to an ESSIM Client or unless it is required by a court of law or any competent authority.
    3. Any ESSIM Agreement (and any other agreement in relation to your provision of Provider Services) entered into between you and an ESSIM Client shall include equivalent confidentiality provisions as set out in this clause.

16. Intellectual property

    1. You agree that full title to and ownership of any software, materials and tools (including intellectual property therein) supplied by us will be retained by us.

17. Removal from the Referral Network

    1. In addition to the rights set out in clauses 6 and 19, we reserve the right to remove you from the Overseas Referral Network with immediate effect on reasonable grounds, which shall include but not be limited to the following:
       1. you fail to comply with any provision of these Terms and Conditions (other than those referred to in paragraph (b) below) and if that failure is capable of remedy, you do not remedy that failure to our satisfaction within the timeframe stipulated by us;
       2. you fail to comply with clause 11 or clause 18;
       3. your improper or unauthorised use of the Service, the Overseas Referral Network or the Export Support Directory;
       4. you creating or maintaining misleading or multiple entries on the Overseas Referral Network or your failure to maintain a complete, accurate and up to date profile on the Overseas Referral Network;
       5. failure to comply with any applicable legislation, statutes and regulations in relation to you, your business and the provision of the Provider Services;
       6. your fraud or dishonesty or engagement in any activity which, in our reasonable opinion, damages or is likely to damage our interests or those of any ESSIM Client;
       7. your serious misconduct or any serious or persistent breach of these Terms and Conditions;
       8. your wilful neglect, failure or refusal to carry out or provide the Provider Services under any ESSIM Agreement;
       9. your conviction of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or custodial penalty is imposed);
       10. if you are or become bankrupt or unable to pay your debts as they fall due;
       11. if you are engaged (or we have a reasonable suspicion that you are engaged) in any activity which, in our reasonable opinion, is in breach of applicable anticorruption laws, including the Bribery Act 2010 and Criminal Finances Act 2017 or equivalent regulations in other jurisdictions;
       12. you and/or your business being investigated or associated with an investigation, or the inclusion of your and/or your business on a watch list, exclusion list or trading caution or sanctions list published by any government on a permanent or temporary basis;
       13. your use of modern slavery, child labour, or inhumane treatment;
       14. you proposing fees to ESSIM Clients which are significantly inconsistent with the guide price information you have provided as part of your registration (meaning it is not possible for ESSIM Clients to receive your services in line with the expectations created by the information you submitted in your Application);
       15. you come into irreconcilable conflict with us, an ESSIM Client or the Service;
       16. (if you are a sole trader) any identity documents provided to us pursuant to clause 4.1 are found by us to be false or misleading; and
       17. (if you are a sole trader) your disqualification as a company director from any enterprise.
    2. We shall not in any way be liable to you for any loss or damage whatsoever arising out of, or in connection with, the removal of you from the Overseas Referral Network. If you wish to challenge the grounds upon which your information is removed or amended, you should contact exportdirectoryinfo@businessandtrade.gov.uk. Our decision to remove you from the Overseas Referral Network shall be final.
    3. Removal from the Overseas Referral Network will result in you no longer having the status of a Registered Provider and your profile on the Export Support Directory will be removed by us. You will have no further access to the tools available under the Export Support Directory, the Overseas Referral Network or the Service, will not be entitled to apply to re-register as a Registered Provider and will not have any future involvement with the Service.
    4. If you are removed from the Overseas Referral Network, you agree that we may share that information insofar as appropriate and necessary with any ESSIM Client that you have entered into an ESSIM Agreement with and with any other parties involved in the Service.

18. Marketing and Communications

    1. You shall not use our name, logos, branding or any other trademarks (or any other wording which implies authorised mention or association with the Service, the Overseas Referral Network, the Export Support Directory or us), including on any website or social networking site or forum, without our express prior written consent. You agree that any breach of this clause may be regarded as passing off entitling us to take appropriate legal action as well as being entitled to immediately remove you from the Overseas Referral Network and you agree to indemnify us against all and any liability, loss, penalties, awards, damages, expenses or costs which we incur or become liable for as a result of any such breach or infringement of our intellectual property rights.
    2. No public announcements (written or oral) or marketing materials are to be issued or made by you in connection with the Service, the Overseas Referral Network, the Export Support Directory or your involvement in it unless agreed between us in writing beforehand.
    3. You agree to adhere to marketing and communications guidelines provided in the Provider Guidance.

19. Conflicts of Interest

    1. In order to maintain the integrity of the Service, we reserve the right to request that you confirm to us that you are not subject to any actual or potential conflict of interest in relation to us and our employees and/or in relation to any ESSIM Client and its employees that may (in our sole discretion) prejudice or otherwise affect our ability to put forward Registered Providers to that ESSIM Client on an impartial basis and in a manner that is consistent with our Conflict of Interest Policy found in the Provider Guidance. You agree to provide us with any information that we may reasonably request in relation to any conflict of interest identified in this clause to help us make this assessment.
    2. If we deem (in our sole discretion) that an actual or potential conflict of interest exists under clause 19.1 above, we reserve the right to exclude you from being put forward to any ESSIM Client and/or to remove you from the Overseas Referral Network with immediate effect.
    3. You shall at all times comply with the Conflict of Interest Policy found in the Provider Guidance. By accepting these Terms and Conditions you are agreeing to the Conflicts of Interest Policy in the Provider Guidance.

20. Codes of Conduct and Provider Guidance

    1. You undertake to act in accordance with the ESSIM Code of Conduct in all communications with any ESSIM Client.
    2. You undertake to act at all times in accordance with the Provider Code of Conduct contained in the Provider Guidance.
    3. By accepting these Terms and Conditions you are agreeing to the Service policies and procedures in the Provider Guidance

21. Financial crime

    1. Our policy is to conduct all business in an honest and ethical manner, and to comply with all applicable anti-corruption legislation including the Bribery Act 2010 and Criminal Finances Act 2017.
    2. We take a zero-tolerance approach to bribery, corruption and financial crime and are committed to acting professionally and with integrity in all our business dealings and relationships.

22. Other activities

    1. Nothing in these Terms and Conditions shall limit your ability to provide services to third parties outside of these Terms and Conditions provided always that there is no conflict between the services you provide outside of these Terms and Conditions and the Provider Services or any other obligations you may have under these Terms and Conditions.

23. Complaints and disputes

    1. We want to hear from you if you feel unhappy about our dealings with you, the performance of the Overseas Referral Network, the Export Support Directory or any of the services related thereto. Letting us know your concerns gives us the opportunity to put matters right for you and improve your experience. If you have reason to complain you may do so in person, in writing by post or email or by telephone.
    2. If you wish to complain or have a dispute or difference with us please contact exportdirectoryinfo@businessandtrade.gov.uk.

24. General

    1. Third Party Rights: Other than where expressly stated in these Terms and Conditions, a person who is not a party to these Terms and Conditions will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these Terms and Conditions.
    2. Assignment/Transfer: You shall not transfer, assign or charge any of your rights or obligations under these Terms and Conditions without our prior written consent. We reserve the right to transfer or assign any right or obligation under these Terms and Conditions at any time without your consent. We may novate these Terms and Conditions to any UK government body performing our functions, and you agree to enter into a novation agreement in such form as we shall reasonably specify.
    3. ESSIM Client/Provider Communications: We will be able to both view and review all communications between ESSIM Clients and you that take place on or via the Export Support Directory. We accept no responsibility or liability for the content of these communications.
    4. Entire Agreement: These Terms and Conditions, together with any other documents referred to herein, contain the entire agreement and understanding between you and us in relation to the Service, Overseas Referral Network, the Export Support Directory and your relationship with any ESSIM Client and they supersede all earlier agreements, arrangements, statements and understandings with you, whether express or implied, except for any fraud or fraudulent statement by either you or us.
    5. No Waiver: If we choose not to exercise any of our rights against you immediately this will not constitute a waiver of such rights or a remedy or constitute an election to affirm your action. It will not prevent us from exercising any right or remedy at a later date.
    6. Invalidity: If any part of these Terms and Conditions are unenforceable, unlawful or void in any jurisdiction then that part shall be separated from the rest of the Terms and Conditions which shall continue to be legal, valid and enforceable in that jurisdiction and in any other jurisdiction.
    7. English Language: These Terms and Conditions are in English and we only commit to write and communicate with you in English. All documents provided to us must be in English or translated into English by a certified translator. We reserve the right to refuse to accept any documents that are not in English and not sufficiently translated at our discretion.
    8. Governing Law and Jurisdiction: These Terms and Conditions and any issues or disputes of whatever nature arising or out of or in any way relating to it or its formation (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise), shall be governed by and construed in accordance with the laws of England and Wales. You and we agree submit to the exclusive jurisdiction of the courts of England and Wales.

25. Updating these Terms and Conditions

    1. We reserve the right to update these Terms and Conditions from time to time. If we do so we will post the updated Terms and Conditions on the Export Support Directory. If you have any questions about any updates please contact us at exportdirectoryinfo@businessandtrade.gov.uk.

26. Agreement to Terms and Conditions

    1. You can request to be removed from the Overseas Referral Network at any point by contacting us at exportdirectoryinfo@businessandtrade.gov.uk.

This is an important document which you must consider carefully when choosing whether to register for the Overseas Referral Network. Please read these Terms and Conditions carefully and make sure that you understand them before confirming that you agree with them during your Application. Please understand that if you refuse to accept these Terms and Conditions, you will not be able to register as a Provider with the Service.

Appendix 1

Provider services

These Terms and Conditions were last updated on 17^th May 2024.