Ethisys Terms and Conditions

NB, Schedules 1, 2 & 3 are specific to each individual client.

Standard Terms

Interpretation
- In this Agreement:

“Charges” means the charges, fees and any other sums payable by THE CLIENT to the Supplier as set out in Schedule 3;

“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, finances, properties, assets, trading practices, Goods/Services, developments, trade secrets, Intellectual Property Rights, THE CLIENT Materials, know-how, personnel, and customers of THE CLIENT or the Supplier (as the case may be) and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998;

“Control” means the ability to direct the affairs of another party whether by virtue of the ownership of shares, contract or otherwise (and “Controlled” shall be construed accordingly);

“Deliverables” means the Documents or Goods to be supplied by the Supplier to the Client as part of and in performance of the Services.

“Document” means (whether in hard copy or electronic format) any document, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form including (without limitation) any web page, information portal, “blog”, online content or electronic file;

“Equality Legislation” means any and all legislation, applicable guidance and statutory codes of practice relating to diversity, equality, non-discrimination and human rights as may be in force from time to time in England and Wales or in any other territory in which, or in respect of which, the Supplier provides the Supplies;

“Goods” means the goods or products (if any) to be supplied by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);

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

“THE CLIENT Materials” means all materials, equipment and tools, drawings, specifications and data supplied by THE CLIENT to the Supplier;

“THE CLIENT Requirements” means the instructions, requirements, policies, codes of conduct, guidelines, forms and other documents notified to the Supplier in writing (as such documents may be amended, updated or supplemented from time to time during the Term);

“Premises” means, where applicable, the premises or locations where the Supplies are to be provided, as set out in Schedule 2 (Specification);

“Services” means the services to be provided by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2).

“Specification” means the description or specification for Supplies (including goods and/or services) agreed in writing by THE CLIENT and the Supplier as set out in Schedule 2;

“Supplier’s Equipment” means any equipment described as “Supplier’s Equipment” in Schedule 1 and any other equipment, including tools, systems (including laptops), cabling or facilities provided by the Supplier or its sub-contractors and used directly or indirectly in the provision of the Supplies which are not the subject of a separate agreement between the parties under which title passes to THE CLIENT;

“Supplier’s Team” means all employees, consultants, agents and sub-contractors which the Supplier engages in any way in relation to the provision of the Supplies;

“Supplies” means Goods and/or Services to be provided by the Supplier as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);

“Working Hours” and “Working Days” shall mean 9 a.m. to 5 p.m. local time Monday to Friday other than on an English Bank Holiday.

Any headings in this Agreement shall not affect the interpretation of this Agreement.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
References to “Working Days” and “Working Hours” are, subject to any provisions to the contrary in the Special Terms (Schedule 1), references to normal business days and normal business hours in the territory in which the Supplier is providing the Supplies.
These Terms and Conditions apply to this Agreement to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
All of these Terms and Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

Supplier’s Responsibilities
- The Supplier shall provide the Supplies, with reasonable skill, care and ability in accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2), and shall allocate sufficient resources to the Supplier to enable it to comply with this obligation.
- To the extent the Supplier is required to deliver any Goods under this Agreement, those Goods shall:
  - correspond with their description and any applicable Goods specification in accordance with the Specification (Schedule 2);
  - be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by THE CLIENT, expressly or by implication, and in this respect THE CLIENT relies on the Supplier’s skill and judgment;
  - where applicable, be free from defects in design, materials and workmanship and remain so in line with the manufacturer’s warranty after delivery; and
  - comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
- In providing any Services under this Agreement, the Supplier shall:
  - co-operate with THE CLIENT in all matters relating to the Services, and comply with all instructions of THE CLIENT;
  - perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  - use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;
  - meet any dates related to the performance of the Services under this Agreement and time shall be of the essence in respect of such dates;
  - use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied and used in the Services, or transferred to THE CLIENT, will be free from defects in workmanship, installation and design;
  - ensure that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement; and
  - hold all THE CLIENT Materials in safe custody at its own risk, maintain THE CLIENT Materials in good condition until returned to THE CLIENT, and not dispose or use THE CLIENT Materials other than in accordance with THE CLIENT’s written instructions or authorisation.
- The Supplier shall comply with, and complete and return any forms or reports from time to time required by, THE CLIENT Requirements.
- Where applicable, the Supplier shall, subject to the prior written approval of THE CLIENT, appoint or, at the written request of THE CLIENT, replace without delay any member of the Supplier’s Team, each such member to be suitably skilled, experienced and qualified to carry out the Supplies.
- The Supplier shall:

observe, and ensure that, where applicable, the Supplier’s Team observes, any applicable security policy or health and safety policy notified to the Supplier (including, without limitation, such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with all legal requirements applicable to the provision of the Supplies and, if the Supplier fails to do so, THE CLIENT reserves the right to refuse the Supplier’s Team access to the Premises and/or to suspend the provision of the Supplies until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions for requirements and THE CLIENT shall not be required to pay the Charges in respect of the period of such suspension; and
before the date on which the provision of Supplies is to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Supplies (including, without limitation, in relation to the installation of the Supplier’s Equipment) in accordance with this Agreement.

The Supplier shall not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of THE CLIENT or its officers, employees, agents or contractors.
The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Supplies provided that THE CLIENT will not be liable to bear the cost of such functions.
The Supplier shall comply with all obligations under the Modern Slavery Act 2015 as may apply to its business. Notwithstanding the foregoing the Supplier shall have in place such policies and procedures and shall take all necessary measures to ensure that nothing in the provision of the Supplies under this Agreement, or otherwise within the Supplier’s business or supply chain, involves slavery or human trafficking.

THE CLIENT’s Obligations
- THE CLIENT shall:
  - provide the Supplier with reasonable access at reasonable times to the Premises for the purpose of providing the Supplies;
  - provide such information as the Supplier may reasonably request for the provision of the Supplies and THE CLIENT considers reasonably necessary for the purpose of providing the Supplies; and
  - inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements, policies and THE CLIENT Requirements that apply at the Premises and/or in the country in which the Supplies are being provided from time to time during the Term.

Status
- The relationship of the Supplier to THE CLIENT will be that of independent contractor and nothing in this Agreement shall render the Supplier or any of the Supplier’s Team an employee, worker, agent or partner of THE CLIENT and the Supplier shall not hold itself out as such.
- The Supplier shall be fully responsible for and shall indemnify THE CLIENT for and in respect of any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any member of the Supplier’s Team) against THE CLIENT arising out of or in connection with the provision of the Supplies, except where such claim is as a result of any act or omission of THE CLIENT.
- THE CLIENT may at its option satisfy the indemnity set out in clause 2 above (in whole or in part) by way of deduction from any outstanding Charges or other payments due to the Supplier.
- Where applicable, the Supplier:
  - acknowledges and agrees that it is intended that all employees of the Supplier (if any) shall remain employees of the Supplier and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any employees to THE CLIENT or any third party; and
  - shall use all reasonable endeavours to ensure that no member of its staff is deployed in the delivery of the Supplies to such an extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any applicable equivalent legislation in any relevant jurisdiction, including (without limitation) in the European Union the Acquired Rights Directive (Council Directive 77/187 as amended) and any national legislation enacting to such Directive) may operate to transfer the employment of such member of staff to THE CLIENT or any successor supplier upon termination of this Agreement.

Price and Payment
- Unless stated otherwise, the Charges are exclusive of value added tax (VAT). Where VAT is applicable, the Supplier must issue a valid VAT invoice showing the amount of VAT payable in addition to the Charges.
- Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Supplies provided in the relevant month in sufficient detail to justify the Charges charged (including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, THE CLIENT Requirements).
- Subject to clauses 4 to 5.6 below, THE CLIENT shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid, itemised and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than thirty (30) days after the invoice is received.
- Provided that it notifies the Supplier in writing in advance and works in good faith to resolve any issues or disputes, THE CLIENT shall be entitled to withhold payment of any sums in respect of any Supplies which have not been provided by the Supplier to THE CLIENT’s satisfaction and in accordance with the terms of this Agreement.

In the event that THE CLIENT makes any overpayment in connection with this Agreement (or any other agreement between the parties), THE CLIENT may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within thirty (30) days after the date on which it serves written notice on the Supplier.
If THE CLIENT fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 3% per annum above the base rate from time to time of Barclays Bank Plc, such interest to accrue from the date on which payment was due to the date on which payment is actually made.

Quality and Performance
- Any person authorised by THE CLIENT shall be entitled, subject to reasonable notice, to inspect work being undertaken in relation to the Supplies at all reasonable times at the Supplier’s premises or at the premises of any sub-contractor or agent of the Supplier.
- If at any time within ninety (90) days following the delivery of any Goods or the date of provision of any Services, any such Goods or Services (or any part thereof) are found to be defective or otherwise not in accordance with the requirements of this Agreement, THE CLIENT reserves the right to:
  - reject any such Goods, and:
    - such rejected Goods may be returned at the Supplier’s risk and expense and the Supplier will refund any monies paid by THE CLIENT in relation to such rejected Goods (or THE CLIENT shall be entitled to deduct the amount of such monies from any future invoice payable by THE CLIENT); or
    - at the request of THE CLIENT, the Supplier shall promptly and, without charge, remedy the deficiency by repairing, or supplying replacements for, the rejected Goods;
  - require re-performance of any such Services which, after receipt of THE CLIENT’s request for re-performance, the Supplier shall carry out promptly and without charge.
- Ownership of, and risk in, Goods shall pass to THE CLIENT on delivery, which shall be the time at which the delivery note is signed by an authorised signatory of THE CLIENT. Unless otherwise specified, the Supplier shall be responsible for all carriage, insurance and other costs incurred in delivering the Goods to the delivery location, as set out in the Specification (Schedule 2) and, where requested, unloading Goods at that location.
Change Control
- If either party wishes to change the scope and/or provision of the Supplies, it shall submit details of the requested change to the other in writing.
- If THE CLIENT requests a change under clause 1:
  - the Supplier shall, within a reasonable time (and in any event not more than five (5) Working Days after receipt of THE CLIENT’s request), provide a written estimate to THE CLIENT of:
    - the likely time required to implement the change;
    - any necessary variations to the Charges arising from the change; and
    - any other impact of the change on the terms of this Agreement;
  - if, following receipt of the Supplier’s written estimate submitted in accordance with clause 2.1, THE CLIENT does not wish to proceed, there shall be no change to this Agreement; and
  - if THE CLIENT wishes the Supplier to proceed with the change, the Supplier shall do so after agreement on the necessary variations to the Charges, the Supplies and any other relevant terms of this Agreement to take account of the change, following which this Agreement shall be varied by the parties setting out in writing, and signing, the agreed changes in accordance with clause 1.
- If the Supplier requests a change under clause 1, it shall send such request to THE CLIENT in writing, accompanied by a written statement of the matters referred to in clause 7.2.1, and THE CLIENT shall withhold or give its consent to such change in its sole discretion. If THE CLIENT wishes the Supplier to proceed with the change, the Supplier shall do so, following a variation of this Agreement in writing in accordance with clause 24.1.
Premises
- Subject to clause 6.1, the Supplier shall be entitled to use such parts of the Premises as THE CLIENT may from time to time designate as are necessary for the provision of the Supplies, provided that use of the Premises is to be solely for the purposes of providing the Supplies, and the Supplier shall neither have nor acquire any right to exclusive possession of part or all of the Premises nor any separate right to occupy or possess part or all of the Premises and nothing in this Agreement shall create a lease or other greater interest in any premises.
- THE CLIENT may refuse to admit to, or order the removal from, the Premises any member of the Supplier’s Team or person otherwise acting on behalf of the Supplier who, in the opinion of THE CLIENT, is not behaving in accordance with the requirements of this Agreement or whose behaviour, conduct or dress, whether at the time the person is seeking admittance to, or at any time the person is present on, the Premises or otherwise, renders that person unfit to be on the Premises. Costs associated with any such refusal of admittance or removal and with the provision of a suitable replacement shall be met by the Supplier and THE CLIENT shall not be required to pay the Charges in respect of any period during which the Supplier is refused admittance to, or removed from, the Premises as a result of this clause.
Indemnity
- Subject to clause 10, the Supplier shall indemnify and hold THE CLIENT harmless from all claims and all direct loses or liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, THE CLIENT as a result of or in connection with:
  - any alleged or actual infringement, whether or not under English law, of any third party’s Intellectual Property Rights or other rights arising out of the use or provision of the Supplies or the products of the Supplies;

any claim made against THE CLIENT in respect of any liability, loss, damage, injury, cost or expense sustained by THE CLIENT’s employees or agents or members or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Supplies or arises as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this Agreement by the Supplier; or
any loss or damage of whatsoever kind caused to THE CLIENT in connection with or relating to the provision of the Supplies or arising as a consequence of any negligent act or omission or any breach of this Agreement by the Supplier.

The provisions of this clause 9 shall survive termination of this Agreement, howsoever arising.

Limitation of liability
- Subject to clauses 2 and 10.3, the total liability of the Supplier to THE CLIENT whether in contract, tort, negligence, breach of statutory duty or otherwise for any direct loss or damage, costs or expenses arising under or in connection with this Agreement (including without limitation, direct loss of data, direct loss of business, direct loss of profit or other direct economic or financial loss or damage) shall not exceed the Supplier’s Liability Limit (as defined in clause 10.7).
- Subject to clause 3, the Supplier shall not be liable to THE CLIENT whether in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising out of or in connection with this Agreement.
- Nothing in this Agreement shall exclude or restrict the liability of the Supplier to THE CLIENT:
  - for death or personal injury resulting from the Supplier’s negligence; or
  - for fraudulent misrepresentation by the Supplier; or
  - under the indemnities given in clauses 4 and 1.1 or for any breach by the Supplier of clause 12 (Confidentiality); or
  - for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
- The Supplier shall take out and maintain adequate insurance to provide cover against the liabilities and risks referred to in this clause 10 and will on demand produce to THE CLIENT satisfactory evidence that such insurance is in force.
- Save in respect of death or personal injury resulting from THE CLIENT’s negligence and fraudulent misrepresentation by THE CLIENT, THE CLIENT’s maximum liability under this Agreement shall not exceed the Charges payable to the Supplier under the terms of this Agreement.
- In this clause 10:
  - references to “loss” and “claims” include all associated costs, direct losses, liabilities and expenses including legal costs; and
  - any number of acts or omissions whether successive or concurrent which together result in or contribute to substantially the same loss or damage shall be treated as one act or omission.
- The “Supplier’s Liability Limit” is:
  - in respect of physical damage to property caused by the negligence of the Supplier, the sum of £5,000,000 (five million pounds); and
  - in respect of any other loss or damage, an amount equal to the greater of:
    - two times all sums which are or may become payable to the Supplier under the terms of this Agreement:
      - within the 12 months prior to the date of the claim; or
      - if this Agreement is terminated prior to the date of the claim, within the 12 months prior to the date of termination; or
      - if less than 12 months of the term of this Agreement has expired, the period from the date of commencement of the Agreement to the date of the claim; or
    - the sum of £1,000,000 (one million pounds).
  - The provision of this clause 10 shall survive the termination of this Agreement, howsoever arising.

Intellectual Property Rights
- Where any Intellectual Property Rights owned or licensed by THE CLIENT are required to be used in connection with the provision of the Supplies, the Supplier acknowledges that it shall have no right to use the same except to the extent necessary for the provision of the Supplies and subject to such consents and restrictions as may be specified by THE CLIENT.
- The Supplier hereby grants to THE CLIENT an irrevocable, royalty-free, non-exclusive licence of any Intellectual Property Rights in the Supplies (if any). This licence shall survive the termination or expiry of this Agreement.
- The Supplier warrants that it has in place contractual arrangements with all members of the Supplier’s Team assigning to the Supplier their Intellectual Property Rights and waiving their moral rights (if any) in the Supplies such that the Supplier can enter into the licence set out in this clause 11.
- The Supplier warrants that the provision of the Supplies does not and will not infringe any third party’s Intellectual Property Rights.
- Nothing in this Agreement shall prevent the Supplier from using any techniques, ideas or know-how gained during the performance of this Agreement in the course of its normal business, to the extent that it does not result in a disclosure of THE CLIENT’s Confidential Information or an infringement of any Intellectual Property Rights.
Confidentiality
- For the purposes of this clause 12:
  - the “Disclosing Party” is the party which discloses Confidential Information to, or in respect of which Confidential Information comes to the knowledge of, the other party; and
  - the “Receiving Party” is the party which receives Confidential Information relating to the other party.
- The Receiving Party shall take all necessary precautions to ensure that all Confidential Information it receives under or in connection with this Agreement:
  - is given only to such of its staff (or, in the case of the Supplier, the Supplier’s Team) and professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; and
  - is treated as confidential and not disclosed (without the prior written consent of the Disclosing Party) or used by the Receiving Party or any member of its staff (or, in the case of the Supplier, the Supplier’s Team) or its professional advisors or consultants otherwise than for the purposes of this Agreement.
- The Supplier shall ensure that all members of the Supplier’s Team or professional advisors or consultants are aware of the Supplier’s confidentiality obligations under this Agreement.
- The provisions of clauses 2 and 12.3 shall not apply to any Confidential Information which:
  - is or becomes public knowledge (otherwise than by breach of this clause 12);
  - was in the possession of the Receiving Party, without restriction as to its disclosure, before receiving it from the Disclosing Party;
  - is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  - is independently developed without access to the Confidential Information; or
  - must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Receiving Party.
- In the event that the Supplier fails to comply with this clause 12, THE CLIENT reserves the right to terminate this Agreement by notice in writing with immediate effect.
- The Supplier acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and that THE CLIENT may nevertheless be obliged to disclose Confidential Information where such Confidential Information has entered the public domain or been treated by the Supplier as non-confidential since the date when it was disclosed to THE CLIENT
Force Majeure
- Neither party shall be in breach of this Agreement if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression), without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist act, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of consultants or sub-contractors (save that the Supplier shall be liable for, and shall not be excused non-performance of this Agreement due to, any breach by its sub-contractors).
Termination
- Without prejudice to any other rights or remedies which THE CLIENT may have, THE CLIENT may terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier if:
  - the provision of the Supplies is delayed, hindered or prevented by circumstances of force majeure (as described in clause 13) for a period in excess of 28 days; or
  - where the Supplier is a company, there is a change of Control of the Supplier.
- Either party may give notice in writing to the other terminating this Agreement with immediate effect if:
  - the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within thirty (30) days of notice being given requiring it to be remedied (and where such breach is not capable of remedy, the terminating party shall be entitled to terminate the Agreement with immediate effect);
  - an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/ or manage or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action (in any jurisdiction) in consequence of debt; or
  - the other party ceases, or threatens to cease, to carry on business.
- THE CLIENT may at any time by notice in writing terminate this Agreement with immediate effect if the Supplier is in persistent breach of any of its obligations under this Agreement, whether or not such breach is capable of remedy. For the purposes of this clause 3, three or more non-material breaches of the terms of this Agreement may together constitute a persistent breach.
- In any circumstances where THE CLIENT has the right to terminate this Agreement it may instead, by serving written notice on the Supplier, opt to suspend the provision of the Supplies for a reasonable period and THE CLIENT shall not be required to pay any Charges in respect of such period of suspension.
- On termination of this Agreement for any reason the Supplier shall immediately deliver to THE CLIENT all THE CLIENT Materials and all copies of information and data provided by THE CLIENT to the Supplier for the purposes of this Agreement and the Supplier shall certify to THE CLIENT that it has not retained any copies of THE CLIENT Materials or other information or data, except for one copy which the Supplier may use for audit purposes only and subject to the confidentiality obligations in clause 12.
- If the Supplier fails to fulfil its obligations under clause 5, THE CLIENT may enter the Supplier’s premises and take possession of any items which should have been returned under it. Until they have been returned or repossessed, the Supplier shall be solely responsible for their safe keeping.
- During the period between service of a notice of termination and the effective date of termination, the Supplier shall provide THE CLIENT with all reasonable assistance and information to enable an efficient handover to a new supplier (or to THE CLIENT).
- Termination of this Agreement, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
- THE CLIENT shall pay the Charges properly incurred up to the effective date of termination.
Assignment and Sub-Contracting
- The Supplier shall not, without the prior written consent of THE CLIENT, assign, transfer, charge, create a trust in, or deal in any other manner with all or any of its rights or obligations under this Agreement.
- THE CLIENT may assign or novate this Agreement to: (i) any separate entity Controlled by THE CLIENT; (ii) any body which succeeds to those functions of THE CLIENT to which this Agreement relates; or (iii) any provider of outsourcing or third-party services that is employed under a service contract to provide services to THE CLIENT. The Supplier warrants and represents that it will (at THE CLIENT’s reasonable expense) execute all such documents and carry out all such acts, as reasonably required to give effect to this clause 2.
- The Supplier may not sub-contract the provision of any material part of the Supplies without the prior written consent of THE CLIENT, such consent not to be unreasonably withheld or delayed.
- Notwithstanding any sub-contracting permitted under clause 3, the Supplier shall remain wholly liable and responsible for all acts and omissions (howsoever arising) of its sub-contractors in the provision of the Supplies.
- The Supplier shall pay any valid invoice received from any of its sub-contractors within 30 days following receipt of the invoice.
- THE CLIENT reserves the right to request the replacement of any approved sub-contractor on reasonable grounds.
Corruption and Collusion
- The Supplier undertakes and warrants that neither it nor the Supplier’s staff, employees or sub-contractors have offered, given or agreed to give, nor shall offer or give or agree to give to any person, company or firm any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do anything in relation to the obtaining of this Agreement or the execution of the Supplier’s obligations under this Agreement or for showing or forbearing to show favour or disfavour to any person, company or firm in relation to this Agreement.
- The Supplier warrants that it has in place, and undertakes that it will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010) and fraud within its organisation and in connection with its dealings with third parties.

The Supplier warrants that it has not colluded, and undertakes that it will not at any time collude, with any third party relating to its pricing under this Agreement and further warrants and undertakes that it has complied, and will at all times comply, with the provisions of the Competition Act 1998 (or equivalent anti-trust legislation or regulations applicable in the countries in which the Supplier operates or is to provide the Supplies) in connection with this Agreement and the provision of the Supplies. Nothing under this clause 3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with the Supplier’s professional advisors.

Data Protection
- The parties agree that THE CLIENT is a Controller and that the Supplier is a Processor. The Supplier represents, warrants and undertakes that it has complied and shall continue to comply with the Data Protection Act 2018 and the General Data Protection Regulation (together “Data Protection Law”) (as applicable), including by maintaining any relevant notifications. The Supplier shall not, by its act or omission, cause THE CLIENT to breach Data Protection Law.
- To the extent that the Supplier or any Supplier Personnel Processes any THE CLIENT Personal Data it shall:
  - process it only for the purposes of complying with its obligations under this Agreement, in accordance with THE CLIENT’s documented instructions from time to time and good industry practice;
  - ensure that appropriate technical and organisational measures shall be taken to ensure a level of security of THE CLIENT Personal Data appropriate to the risk (including measures taken against unauthorised or unlawful Processing of THE CLIENT Personal Data and the accidental loss or destruction of, or damage to, such data) and promptly provide to THE CLIENT details of those measures from time to time on receipt of THE CLIENT’s written notice;
  - not transfer, or otherwise directly or indirectly disclose, any THE CLIENT Personal Data to a third party or to a country or territory outside the European Economic Area without the prior written consent of THE CLIENT which may be refused or granted subject to such conditions as THE CLIENT deems necessary; and
  - immediately and fully notify THE CLIENT on receipt of any notices received by the Supplier relating to the Processing of THE CLIENT Personal Data including (but not limited to) Data Subject requests, complaints and/or correspondence or if any THE CLIENT Personal Data has been disclosed in breach of this clause 17 or if it is lost, becomes corrupted, is damaged or is deleted in error and provide THE CLIENT with such information and assistance as THE CLIENT may require in relation to such notice or breach (at no cost to THE CLIENT). The Supplier shall provide and implement technical and organisational measures to help THE CLIENT fulfil its obligations in relation to such notices from or on behalf of Data Subjects in connection with the rights conferred on them by Data Protection Law. For the avoidance of doubt, in no event shall the Supplier respond directly to any notice relating to any THE CLIENT Personal Data.

The Supplier shall comply with the provisions set out in Article 28 of the GDPR (if applicable) (together with any provisions referenced therein) which shall have effect as obligations on the Supplier as if set out in full in this clause 17 and the expressions “Controller” and “Processor” used in those provisions and incorporated in this Agreement pursuant to this clause 17 shall be deemed references to THE CLIENT and the Supplier respectively.
The Parties acknowledge and agree that the only type of Personal Data that shall be processed by the Supplier in connection with this Agreement is that necessary for the purposes of the provision of Services. All such processing shall be carried out only to the extent and duration necessary for those purposes.
The obligations and rights of THE CLIENT as the applicable Controller of THE CLIENT Personal Data Processed in connection with this Agreement are set out in this Agreement and in the Data Protection Law.
All defined terms in this clause 17 shall be as defined in the applicable Data Protection Law.

Third Party Rights
- This Agreement does not create any rights or benefits enforceable by any person not a party to it (within the meaning of The Contracts (Rights of Third Parties) Act 1999) except that a person who under clause 15 is a permitted successor or assignee of the rights or benefits of a party may enforce such rights or benefits.
- The parties agree that no consent from any such permitted successor or assignee is required for the parties to vary or rescind this Agreement (whether or not in a way that varies or extinguishes rights or benefits in favour of such third parties).
Audit
- The Supplier will fully co-operate with and assist THE CLIENT in meeting its audit and regulatory requirements by providing access for THE CLIENT, its internal auditors (which shall include, for the purposes of this Agreement THE CLIENT’s internal audit, security and operational risk functions), its external auditors or any agents appointed by THE CLIENT or its regulators (or any person appointed by such body) to conduct appropriate reviews and inspections of the activities and records of the Supplier (and to take copies of records and documents and interview members of the Supplier’s Team) relating to the provision of the Supplies and to the accuracy of the Charges. The Supplier shall maintain all records relating to this Agreement (including, without limitation, the provision of the Supplies and the payment of all Charges and expenses) for a period of seven (7) years following the year in which the provision of the Supplies under this Agreement is completed or such longer period as THE CLIENT may notify to the Supplier in writing from time to time.
- The Supplier shall bear its own cost in relation to any reasonable number of audits carried out by THE CLIENT. Where any audit reveals any breach or non-compliance by the Supplier, the Supplier shall also bear the costs of THE CLIENT carrying out such audit.

Governing Law and Dispute Resolution Procedure
- This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales.
- Subject to the remainder of this clause 20, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this Agreement or its subject matter.
- In the event that any claim or dispute arises out of or in connection with this Agreement, the parties shall, following service of written notice by one party on the other, attempt to resolve amicably by way of good faith negotiations and discussions any such dispute or claim as soon as reasonably practicable (and in any event within ten (10) Working Days after such notice or by such later date as the parties may otherwise agree in writing). If the parties are unable to resolve the dispute or claim in accordance with this clause 3, either party may commence proceedings in accordance with clause 20.2.
Equal Opportunities and Diversity
- The Supplier shall ensure that it does not, whether as employer or provider of the Supplies under this Agreement, discriminate within the meaning of the Equality Legislation.
- The Supplier shall comply with any equal opportunities or diversity policies or guidelines included in THE CLIENT Requirements.
Publicity
- The Supplier shall not publicise the terms of this Agreement or use the name of THE CLIENT or any trade name or trade mark used by THE CLIENT or refer to THE CLIENT in any other way in any press release, promotional literature, publications or advertising material, including without limitation any website, “blogs”, social media or other online services, without the prior written consent of THE CLIENT.
Health and Safety
- The Supplier shall promptly notify THE CLIENT of any health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the provision of the Supplies and notify THE CLIENT of any incident occurring on the Premises or otherwise in connection with the provision of the Supplies which causes or could give rise to personal injury.
- The Supplier shall take all necessary measures to comply with the requirements of the Health & Safety at Work Etc Act 1974 (or any equivalent legislation in any applicable jurisdiction) and any other acts, orders, regulations and codes of practice (including, without limitation, any approved codes of practice) relating to health and safety, which may apply to the performance of this Agreement.
General
- Subject to clause 7 of this Schedule and clause 6 of Schedule 1, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
- A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
- Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) and neither party shall incur any expenditure in the name of or for the account of the other.
- Notice given under this Agreement shall be in writing, sent for the attention of the person, and to the address, given in the Special Terms (Schedule 1) (or such other address or person as the relevant party may notify to the other party) and shall be delivered either:
  - personally;
  - by pre-paid, first-class post; or
  - by recorded delivery.

A notice is deemed to have been received: if delivered personally, at the time of delivery; in the case of pre-paid, first class post or recorded delivery, on the second business day following date of posting. If deemed receipt under this clause 24.4 is not within Working Hours, the notice will be deemed to be received at the commencement of normal Working Hours on the first Working Day following delivery. To prove service of notice, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.