---
title: General Conditions of Purchase | Ubuntu and Canonical Legal
url: https://canonical.com/legal/general-conditions-of-purchase?format=md
---

# Canonical General Conditions of Purchase

These Canonical General Conditions of Purchase ("**GCP**") shall apply
to:
    (a) Purchase Orders issued by Canonical ("**PO**") and
    (b) any other agreement signed by the Parties ("**Other Terms**"),
except as otherwise stated therein.

In the event of inconsistency or conflict between the provisions of the
documents comprising this Agreement, the order of precedence shall
be as follows:
    (i) The PO, including any special terms and conditions stated therein;
    (ii) The Other Terms (as applicable) explicitly acknowledged and accepted in writing by Canonical, including schedules, attachments, or exhibits;
    (iii) These GCP.
(Collectively the "**Agreement**")

To the extent possible, all documents shall be interpreted so as to be
consistent with one another. However, in the event of conflict, the
document higher in the order of precedence shall prevail.
Any terms and conditions proposed by the Supplier that are not
expressly accepted in writing by Canonical shall be deemed null and
void and shall not form part of the Agreement.
This Agreement shall come into effect upon the earlier of:
    (a) Supplier's signature or acknowledgement of receipt of the PO, or
    (b) Supplier's commencement of performance.

The Agreement is entered into between the Canonical entity set out
in the PO or Other Terms for the benefit of itself and its affiliates
("**Canonical**") and the supplier identified in the Agreement
("**Supplier**") and shall take effect on the earliest of: the Supplier's
signature or upon the Supplier's commencement of performance.

## Scope of the Agreement

The Agreement covers the following scope: (i) Goods - where a
purchase or rental of tangible goods and/or software (including
software licenses) is taking place; (ii) Services - where services are
performed by the Supplier; and (iii) Deliverables - any output from the
provision of goods or services by the Supplier including any
intellectual property ("IP") which constitute "work made for hire".

## Operative Provisions

### 1. Fees and payment.

1.1. Invoice timing. The Supplier shall invoice the fees
monthly in arrears (for provision of Services) or upon Canonical's
final acceptance of the Goods (for purchase of Goods). Canonical
will pay within thirty (30) days of the date of receipt of a valid and
undisputed invoice to accountspayable@canonical.com.

1.2. Payment information. Supplier shall ensure that each
of its invoices sets out a comprehensive description and a valid
Canonical purchase order number for the amount of such invoice.
Supplier shall further ensure correctness of its bank account
details, including but not limited to confirming that the bank
account that Canonical will use for payment is set out in the
vendor form provided by Canonical during the onboarding
process. Any changes to bank account details are communicated to
Canonical through an updated vendor form available at
<https://apps.docusign.com/webforms/us/8b32fb9f2753352b6e7177c7e29173f4> and sent to accountspayable@canonical.com. The
parties acknowledge that any other bank account details, including
any bank details set out in Supplier invoices, will not be considered.

1.3. Specification of fees. The fees under the PO are the
only amounts payable by Canonical.

### 2. Taxes.

The fees are exclusive of VAT and any other applicable
sales tax required by law. Canonical may withhold or deduct any
amounts from the fees to pay any tax required by applicable law.
Supplier will indemnify and hold Canonical harmless from any claims,
costs (including reasonable attorneys' fees) and liabilities related to
Supplier's taxes.

### 3. Acceptance.

The Goods and Services shall comply with all
specifications set out by Canonical. Canonical may terminate the
Agreement or an applicable PO tried to if the Supplier does not meet
the applicable specifications. All Goods and Services will be subject to
Canonical's inspection and testing both during the period of
manufacture and prior to final acceptance. Notwithstanding the
above, no Canonical inspection or testing will relieve the Supplier of
any liability arising out of (i) defects to the Goods or Services or (ii) any
other failure to meet the requirements of the Agreement. If it
becomes apparent that any Goods or Services are defective (including
but not limited to defects in materials or workmanship) or do not
conform with the requirements under the Agreement, Canonical may
in its sole discretion: (i) reject the affected Goods or Services, in which
case no further fees will be due by Canonical to Supplier and Supplier
shall promptly refund any fees already paid by Canonical for the
rejected Goods or Services, (ii) request prompt correction or
replacement at Supplier's expense, or (iii) accept the defective Goods
or Services subject to a fee adjustment. All Goods and Services will be
subject to final inspection and acceptance by Canonical at a location
designated by Canonical within a reasonable time after delivery or
performance.

### 4. Delivery delays.

Except in case of force majeure and without
prejudice to its other rights and remedies, in the event that Supplier
does not deliver the applicable Goods, Services and/or Deliverables by
the agreed delivery date, Canonical reserves the right to apply a
penalty of 2% of the amount of the purchase order for each complete
week of delay of the agreed delivery date, up to a maximum of 10%.

### 5. Ownership and Intellectual Property rights.

5.1. Ownership of pre-existing IP. Each party will retain
ownership of its pre-existing IP and any IP developed outside of
the scope of the Goods and Services covered by the Agreement.

5.2. Licensing of pre-existing IP. The Goods and Services
provided by Supplier shall be deemed to include a licence for any
pre-existing IP necessary for the free and unlimited use of the
Goods and Services by Canonical, including for their repair,
modification and replacement by Canonical or by any third party
designated by Canonical, within the scope of Canonical's activities.

5.3. Deliverables. Supplier hereby assigns all rights
(including Intellectual Property rights) now or in the future arising
in relation to the Deliverables to Canonical with full title
guarantee. The Supplier shall provide such assistance as is
reasonably necessary to Canonical and shall sign or arrange the
signature of any associated documentation which is in the view of
Canonical reasonably necessary to perfect this assignment. To the
extent any of the rights, title and interest in the Deliverables
cannot be assigned by Supplier to Canonical, Supplier hereby
grants to Canonical and its affiliates a perpetual, worldwide,
exclusive, royalty-free, transferable, irrevocable licence under such
rights, title and interest, with rights to sublicense through multiple
tiers of sublicensees, to practice such non-assignable rights,
including, but not limited to, the right to reproduce, modify,
display, perform and distribute the Deliverables. To the extent any
of the rights in the Deliverables can neither be assigned to
Canonical nor licensed by Supplier to Canonical and its affiliates,
Supplier irrevocably waives and agrees never to assert such non-assignable and non-licensable rights against Canonical or its
affiliates, any of their successors in interest, or any of their
licensees, either direct or indirect. If the Parties agree that Supplier
may include materials in the Deliverables which are subject to third
party IP ("**Third Party Components**"), such Third Party
Components will be listed in a separate document. Third Party
Components are licensed to Canonical under the licence specified
in the applicable order. If no licence is specified, the Third Party
Component is licensed under this clause 5.3.

5.4. Goods. Ownership and title to Goods (other than
licensed software) will pass from Supplier to Canonical on final
acceptance.

### 6. Representations and warranties.

6.1. Authority. Each party warrants that it has the legal
power and authority to enter into the Agreement and that
entering into the Agreement is not in breach of any other
agreement.

6.2. Supplier warranties. Supplier represents and warrants
that:
    6.2.1. Supplier will provide the Services using reasonable skill
and care and through suitably qualified employees and
contractors;
    6.2.2. all information (whether written or otherwise) and
materials, including the Deliverables, which are provided by
the Supplier to Canonical relating to the Agreement are
accurate and comprehensive in all material respects when
provided;
    6.2.3. all Goods and Services will conform to the
specifications provided by Canonical and will, for a period of
two (2) years from the date of final acceptance or
performance, be free from: (i) design, workmanship or
materials defects, (ii) liability for royalties and (iii) any security
interest, encumbrance or statutory lien, including but not
limited to mechanic's liens;
    6.2.4. Supplier has (or will have at the time it transfers ownership of a Deliverable to Canonical) full and good title to
the Deliverables;
    6.2.5. the use of the Deliverables by Canonical or any third party shall not breach the rights (including Intellectual
Property rights) of any third party;
    6.2.6. Supplier will ensure that the Deliverables do not
contain viruses, vulnerabilities or malicious code that may affect the Goods, Services and Deliverables or Canonical's network and information systems; and
    6.2.7. Supplier will comply with all applicable laws and Supplier's performance of the Services and provision of the Goods and Deliverables and will not violate any law, including labour or employment laws, and if Supplier is an individual, Supplier's provision of services from the country identified as Supplier's country of residence does not violate any labour or employment law.
    6.2.8. Supplier shall comply with all applicable anti-bribery, anti-corruption, and anti-money laundering laws and regulations. Supplier will ensure adequate anti-bribery, corruption, internal controls and money-laundering training for all personnel.
    6.2.9. Supplier is: (i) not the target of sanctions; (ii) complies and will continue to comply with applicable export control, sanctions, and trade laws and regulations, and shall certify such compliance at the time of the contract execution and periodically thereafter, as well as reasonably requested by Canonical; (iii) will not engage in or facilitate any business activity that would lead Canonical to violate export control, sanctions, and trade laws and regulations; and (iv) has systems, processes, and policies in place to ensure compliance with export control, sanctions, and trade laws and regulations.

### 7. Termination.

Canonical may terminate the Agreement or an
applicable PO with or without cause, effective upon 30 days written
notice. If Canonical terminates for convenience, its sole obligation is
to pay for: (i) Deliverables or Goods accepted before the termination
effective date; and (ii) Services performed where Canonical will retain
the benefit after the termination effective date.

### 8. Confidentiality and data protection.

8.1. Disclosure and use. During and after the term of the
Agreement or any applicable PO, subject to the exceptions in
Clause 8.1, each party will maintain the confidentiality of the other
party's confidential information, disclosing it only to those of its
affiliates, officers, employees, contractors, professional advisors,
and agents who both (i) need to know it to comply with its
obligations under the Agreement, or to receive the benefit of the
Agreement; and (ii) are under contractual or professional
obligations equivalent to those contained in this Clause 8. The
obligation of confidence will not apply where the confidential
information: (i) was lawfully in the possession of the recipient prior
to disclosure by the other party; (ii) is subsequently lawfully
acquired from a third party or independently developed by the
recipient without breach of any known obligation of confidence;
(iii) is or becomes generally available to the public through no act
or default of the recipient; or (iv) is disclosed on a confidential
basis for the purpose of obtaining professional advice. The
receiving party may, without consent, disclose confidential
information if required to do so by law. In such event, the receiving
party will: (i) limit disclosure to the extent and the entities strictly
necessary, and will give the other party as much written notice of
the requirement as legally able; and (ii) assist the other party, at
the other party's cost in seeking a protective order or other
assurance with respect to maintaining the confidentiality of such
confidential information.

8.2. Remedies. Each party agrees that damages would not
be an adequate remedy for any failure to comply with the
confidentiality obligations in the Agreement and that the other
party will be entitled to seek the remedies of injunction, specific
performance and/or other equitable relief for any threatened or
actual failure to comply with those obligations.

8.3. Data Protection Legislation. Each party will comply
with all applicable data protection and privacy legislation, including
but not limited to the Data Protection Act 2018, the General Data
Protection Regulation ((EU) 2016/679) and any national
implementing laws, regulations and secondary legislation, as
amended or updated from time to time, and any successor
legislation to the GDPR or the Data Protection Act 2018, as
applicable ("**Data Protection Legislation**"). The provisions of this
clause are in addition to, and do not relieve, remove or replace, a
party's obligations under the Data Protection Legislation.

8.4. Processing data. The parties will, in relation to any
personal data processed in connection with the performance of
the Agreement, only process the personal data: (i) to the extent,
and in such manner, as is necessary in order to comply with
obligations under the Agreement; (ii) in accordance with the Data
Controller's instructions (unless otherwise required in compliance
with applicable laws); and (iii) for the duration of the term of the
Agreement or an applicable PO, unless otherwise instructed by the
Data Controller. The Data Processor will ensure that access to
personal data is limited to those personnel or subcontractors who:
(i) need to access the personal data to meet its obligations under
the Agreement, and (ii) are bound by terms as restrictive as those
set out under the Agreement. The Data Processor will be liable for
any violation of applicable Data Protection Legislation by its
personnel or subcontractors. If requested by Canonical, Supplier
and Canonical will enter into a separate data processing
agreement.

### 9. Code of conduct and anti-facilitation of tax evasion.

9.1. Code of Conduct. Supplier will comply with the
most current version of the [Canonical Code of Conduct](https://assets.ubuntu.com/v1/b5f3fd1b-2026_canonical_business_code_of_conduct.pdf?_gl=1*dfa662*_gcl_au*NjQ4NjYzMjk5LjE3Njk1MTQ0MDg.) (“**Relevant Policy**”).

9.2. Anti-facilitation of tax evasion. For the duration of the
Agreement or any applicable PO, Supplier shall and shall procure
that persons associated with it or other persons who are
performing services in connection with the Agreement will:
    9.2.1. comply with all applicable laws, statutes, regulations, and codes relating to the prevention of tax evasion and/or the facilitation of tax evasion ("**Relevant Requirements**"), including but not limited to the Criminal Finances Act 2017
    9.2.2. specifically not engage in any activity, practice or
conduct which would cause an offence to be committed under
sections 45 and 46 of the Criminal Finances Act 2017;
    9.2.3. not do, or omit to do, any act that will cause or lead
Canonical to be in breach of any of the Relevant Policy or
Relevant Requirements; and
    9.2.4. indemnify Canonical against all liabilities, costs,
expenses, damages and losses (including but not limited to any
direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs
(calculated on a full indemnity basis) and all other reasonable
professional costs and expenses) suffered, incurred by, or
awarded against, Canonical as a result of any breach of this
clause 9 by Supplier or any breach of provisions equivalent to
this clause 9 in any subcontract by any subcontractor.

### 10. Indemnification.

10.1. Third party claims. Subject to the terms of this clause
10, Supplier will defend, at its expense: (i) any legal action brought
by a third party against Canonical or its affiliates to the extent that
it is based on a claim that any Goods, Services or Deliverable
infringes a third-party Intellectual Property right and (ii) any claims
of its employees, affiliates or subcontractors, irrespective of the
basis, including, but not limited to, the payment of settlements,
judgments, and reasonable attorneys' fees. Supplier will pay any
costs and damages incurred by Canonical and its affiliates in any
such action that are attributable to any such claim or incurred by
Canonical through settlement thereof, but shall not be responsible
for any compromise made or expense incurred without its written
consent. Supplier's defence and payment obligations under this
clause are contingent on the Canonical giving Supplier prompt
written notice of the claim, allowing Supplier sole control of the
defence and settlement of the claim, and cooperating with
Supplier as necessary in the defence and settlement of the claim.

10.2. Applicable laws. Supplier will indemnify Canonical and
its affiliates against all claims, demands, loss, costs damages and
actions for failure to comply with applicable laws, rules or
regulations by Supplier or Supplier's agents, employees, or
subcontractors - including the Criminal Finances Act 2017.

### 11. Limitation of liability.

11.1. LIABILITY CAP. SUBJECT TO CLAUSE 11.3, EACH PARTY'S AGGREGATE
LIABILITY UNDER THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT OF
FEES BECOMING PAYABLE UNDER THE PO, OR (II) 50,000 USD.

11.2. LIABILITY EXCLUSIONS. SUBJECT TO CLAUSE 11.3, NEITHER PARTY WILL
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
LOSS OR DAMAGE OR FOR ANY LOSS OF OR DAMAGE TO DATA, EX GRATIA PAYMENTS,
LOSS OF PROFIT, LOSS OF CONTRACT OR LOSS OF OTHER ECONOMIC ADVANTAGE (IN
EACH CASE WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR IN CONNECTION WITH
THE AGREEMENT, EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE
POSSIBILITY OF THE SAME AND WHETHER FORESEEABLE OR NOT. THESE LIMITATIONS
WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

11.3. Exceptions. Nothing in the Agreement excludes or
limits the liability of either party for: (i) death or personal injury; (ii)
fraud; (iii) breach of the confidentiality and data protection
provisions of the Agreement; (iv) in relation to any indemnity
herein; and (v) anything else that cannot be excluded or limited by
applicable law.

### 12. No waiver of rights.

Canonical's delay or failure to exercise
any right or remedy will not result in a waiver of that or any other
right or remedy.

### 13. Subcontractors.

Supplier will obtain Canonical's written
approval before subcontracting any third party for the provision
of any Goods, Services or Deliverables.

### 14. TUPE.

14.1. In the event that the Agreement or an applicable PO
terminates (in whole or part) for whatever reason, the Supplier
shall indemnify Canonical (or any successor service provider who
shall have the right to directly enforce this clause) from and
against all and any actions, proceedings, losses, costs, expenses,
damages, claims and demands and any other liabilities whatsoever
suffered or incurred by Canonical (or any successor service
provider) which relate to or arise from:
    14.1.1. the employment or termination of employment of any
person whose employment transfers or who claims their
employment transfers by virtue of the Transfer of
Undertakings (Employment) Regulations 2006 (or equivalent in
any other territory) ("**TUPE**");
    14.1.2. the transfer of any liability in connection with the
employment or termination of employment of any person by
Supplier or any sub-contractor; and
    14.1.3. any act or omission by Supplier or any personnel or
agent or sub-contractor of Supplier in respect of any relevant
personnel for the purposes of TUPE.

### 15. No employment relationship

15.1. Supplier shall not be considered Canonical's employee,
nor shall Supplier personnel be deemed employees of Canonical.
Neither Supplier nor its personnel will be entitled to any benefits
or privileges given or extended, or duties owed, by Canonical to its
own employees, nor will Supplier nor its personnel be deemed
employees of Canonical for the purpose of any withholding taxes,
worker's compensation, disability, payroll taxes, unemployment
compensation, PAYE, social contributions, or any other similar
payment due in the context of an employer-employee relationship.

15.2. Supplier shall indemnify Canonical (or any successor
service provider who shall have the right to directly enforce this
clause) from and against all and any actions, proceedings, losses,
costs, expenses, damages, claims and demands and any other
liabilities whatsoever suffered or incurred by Canonical (or any
successor service provider) which relate to or arise from the
formation of an employer-employee relationship.

### 16. Escalation.

If there is a disagreement in relation to the
Agreement, the parties will use their reasonable endeavours to
negotiate and settle the disagreement. If it is not possible to settle
the disagreement within 14 days, representatives of both parties will
meet to try to resolve the disagreement. If the disagreement is not
resolved within a further 14 days, the disagreement may be referred
by either party to a meeting between the senior managers of the
parties. Neither party will refer any dispute to the courts unless and
until the dispute resolution procedures of this clause have been
followed, but nothing in this clause will prevent either party applying
to the courts of any country for injunctive or other interim relief.

### 17. Insurance.

17.1. Supplier insurance. During the term of the
Agreement or an applicable PO and for a period of six months
after the expiry or termination of the Agreement or an applicable
PO, Supplier shall maintain in force adequate insurance, with
reputable insurance companies, to cover its potential liabilities
under or in connection with the Agreement, including:
    17.1.1. public liability insurance with a limit of no less than $1
million per claim;
    17.1.2. product liability insurance with a limit of no less than
$1 million for claims arising from any single event and not less
than $10 millions in aggregate for all claims arising in a year;
and
    17.1.3. professional indemnity insurance with a limit of no less
than $1 million for claims arising from a single event or series
of related events in a single calendar year.

17.2. Should either insurance policy include any deductibles,
these shall remain the sole responsibility of Supplier.

17.3. Certificate of insurance. Supplier shall produce to
Canonical on request a certificate of insurance from each of its
insurers evidencing the insurance required by the Agreement.

### 18. Audit.

Supplier shall allow Canonical or Canonical's auditor or
authorised representative at any time to audit Supplier's
performance under the Agreement, including inspecting its
hardware and software. Such inspection shall take place during local
business hours.

### 19. Publicity.

Supplier will not issue any press releases or any
other publicity related to Supplier's relationship with Canonical or
the Agreement, nor will Supplier use any Canonical trademarks
without prior written approval from Canonical.

### 20. Assignment.

Neither party may assign, transfer, charge, create
a trust over or otherwise deal in its rights and/or obligations under
the Agreement (or purport to do so) without the other party's prior
written consent.

### 21. Force Majeure.

Neither party shall be liable for any breach of
the Agreement directly or indirectly caused by circumstances beyond
the reasonable control of that party and which prevent that party
from performing its obligations to the other, provided that a lack of
funds shall not be regarded as a circumstance beyond that party's
reasonable control ("**Force Majeure Event**"). The affected party shall
promptly notify the other party in writing of the Force Majeure Event,
the date on which it started, its likely and potential duration and the
effect of the Force Majeure Event on the affected party's ability to
perform any of its obligations under the Agreement and shall keep
the other party informed of its endeavours and their outcome in
weekly written reports. The affected party shall use all reasonable
endeavours to limit the effect of the Force Majeure Event on the
performance of its obligations. If the affected party has not resumed
full performance of any obligation suspended under this clause 21
within 3 months of giving notice of the Force Majeure Event, either
party may terminate the Agreement or an applicable PO by giving 30
days written notice to the other party.

### 22. No third party beneficiaries.

Unless the right of enforcement is
expressly granted, it is not intended that any provision of the
Agreement shall be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person who is not a party to the
Agreement. Any member of the Canonical Group may enforce the
Agreement against Supplier.

### 23. Amendments.

No amendment or modification of the
Agreement will be binding upon the parties unless made in writing
and signed by the authorised representatives of both parties.

### 24. Non-solicitation of personnel.

During the term of the
Agreement or an applicable PO and for 6 months thereafter, neither
party will solicit to be hired or hire, as an employee or independent
contractor, any individual (i) who is then the personnel of the other
party or any of its affiliates or was the personnel of the other party or
any of its affiliates during the previous 6 months (unless the other
party terminated that individual's employment or contract) and (ii)
who the other party came into contact with as a result of the
Agreement. Nothing in this clause will prevent either party from
hiring or contracting with any person who applies for such job or
contract as an unsolicited response to a generally advertised
invitation by the relevant party.

### 25. Severability.

Each of the provisions of the Agreement shall be
construed as independent of every other such provision, so that if any
provision of the Agreement shall be determined by any court or
competent authority to be illegal, invalid and/or unenforceable this
shall not affect any other provision of the Agreement, which shall
remain in full force and effect.

### 26. No partnership.

Nothing in the Agreement and no action taken
by the parties pursuant to the Agreement shall be construed as
creating a partnership or joint venture of any kind between the
parties or as constituting either party as the agent of the other party.
No party shall have the authority to bind the other party or to
contract in the name of or create a liability against the other party.

### 27. Notices.

Any notice required to be given or sent under the
Agreement will be in writing and delivered to the recipient at the
address set out in the Agreement or, if no address is set out, to the
recipient's registered office address. Canonical's correspondence
address is: Canonical Group Limited, 3 More London Riverside, 5th
floor Canonical, London SE1 2AQ. A party may update its address by
providing notice to the other party. Valid delivery methods are (i) in-person delivery, (ii) first class registered post (or equivalent), or (iii)
internationally recognised overnight courier service.

### 28. Governing law.

The Agreement shall be governed by and
construed in accordance with the laws of England and the Parties
hereby submit to the exclusive jurisdiction of the courts of England,
except when a Party seeks immediate injunctive relief (for example, in
connection with a breach or impending breach of confidentiality
obligations) that would not be reasonably effective unless obtained in
the jurisdiction of the conduct at issue. The provisions of the United
Nations Convention on Contracts for the International Sale of Goods
shall not apply to the Agreement.

## Translations

For Chinese Vendors a translation of these GCP is available [here](https://assets.ubuntu.com/v1/71d94b77-gcp_chinese_vendors.pdf). For Taiwanese vendors a translation of these GCP is available [here](https://assets.ubuntu.com/v1/e951f0a5-gcp_taiwanese_vendors.pdf).
Canonical may provide copies of the GCP in different languages for information purposes. In the event of any conflict between the versions of these GCP in different languages, the English language version of the GCP shall prevail and shall be used in any court proceedings.

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