Terms & Conditions

The following definitions and rules of interpretations shall apply in these terms and conditions:

1. Scope

1. This Agreement governs the standards and the manner in which the Supplier supplies Products and renders Services to its Clients.

1. Any SOW arising from the business activities of Supplier and its Clients are deemed to incorporate these Conditions as if fully set forth therein. In the event two or more such writings shall have contradictory terms and conditions, precedence shall be given in chronological order to the last such writing jointly signed by the parties.

1. All orders for Products & Services issued by Client are subject to approval by Supplier and in accordance with the specifications issued with the order to the extent that it does not contradict the specifications issued by a manufacturer or third-party vendor.

1. Where required, Supplier shall execute jointly with Client a written SOW accurately specifying the nature of the Products to be supplied, the Services to be performed and the means by which performance is to be measured prior to the provision of each and every Client order. All specifications contained in the SOW are based solely upon information provided by the Client unless otherwise expressly agreed by Supplier. When required, Supplier shall assist Client with the drafting of supplemental SOWs, each of which, upon signing, shall be governed by this Agreement.

1. Upon the written acceptance of an order from Client, Supplier shall promptly provide such Products & Services within the timescales and to the standards agreed with the Client.

1. The Prime Operating Period for the provision of Products & Services will be 9.00am to 5.30pm, Monday to Friday, excluding bank or public holidays in England.

1. Supplier shall employ such Personnel as it sees fit to supply Products & Services in order to honour its obligations to the Client. Supplier shall not be relieved of any of its obligations to the Client by employing agency Personnel and shall always be responsible and liable to the Client for the conduct of all its Personnel.

1. Commencement & Interruption of Services

1. Supplier shall commence the delivery of Products & Services on the agreed date where possible. The Start Date for this Agreement is the date given above or the first date on which Products were delivered or Services rendered, whichever is the earliest.

1. Temporary interruptions may occur as normal and reasonable events in the provision of Products & Services. Supplier agrees to exercise reasonable care to prevent such occurrences.

1. Supplier may have no control over third party products or services that Client may use or access in connection with Products & Services issued by Supplier and shall not be accountable for them.

1. Acceptance of Deliverables

1. Unless otherwise expressly agreed by the Parties, all Deliverables are supplied to Site. Multiple Sites may be elected by prior written agreement.

1. Acceptance of the Deliverables by the Client shall be as set out in each SOW.
2. Risk of loss or damage shall pass from Supplier to Client upon delivery of Deliverables (constituting physical items), whether inspected or not. For Deliverables that are capable of being shipped by freight, the choice of carrier, shipping method and route shall be at Supplier’s discretion. Supplier shall have the right to deliver all Deliverables covered hereby at one time or in partial shipments from time to time within the agreed time for delivery.

1. Supplier hereby warrants, at full replacement value, the Deliverables from point of supply to point of delivery, after which risk and liability passes to Client. During Supplier’s warranty for Deliverables, Supplier indemnifies Client against liability for loss or damage caused by Deliverables including injury, death, disease or physical damage or loss whether to persons or property. Such indemnification shall not include the negligent acts and omissions of the Client and other third parties.

1. Client may return Deliverables only with Supplier’s consent, not to be unreasonably withheld. Upon confirmation of a consent to return Deliverables, Client shall return Deliverables C.I.F. in the original packaging and in good condition (fair wear and tear excepted) to such premises as Supplier shall reasonably specify. Upon receipt of Deliverables in good order, compliant with this Clause 3, Supplier shall reimburse Client all monies properly due.

1. Products Exterior to this Agreement

1. Save for Deliverables supplied by Supplier under this Agreement, all other products shall be exterior to this Agreement and shall be without risk or liability to Supplier, save as may be expressly given under a Statement of Work.

1. Client warrants that:

1. exterior products satisfy any laws currently in force concerning the use, build and quality of such products;

1. Client holds licences for intellectual property it uses or requires Supplier to use in the supply of Products & Services;

1. Client indemnifies Supplier against any liability and all reasonable costs (including legal fees) in respect of exterior products.

1. Rescheduling and Cancellation of Orders

1. Client may reschedule or terminate any order for Services upon fourteen days prior written notice to Supplier. However, upon rescheduling or termination, Client shall pay all expenses, fees, and liabilities reasonably incurred by Supplier as a direct result of rescheduling or cancellation.

1. If Client requests an accelerated delivery or performance date, Supplier will endeavour to meet such requests without obligation. If Client requests a delayed delivery or performance date, the rescheduled date may not be greater than sixty days later than the original date.

1. If Client provides false or inaccurate information which is required for the provision of Products & Services or that which is necessary to allow Supplier to invoice Client for Products & Services, and such condition continues without remedy for thirty days, Supplier may terminate the Client’s order without liability and Client shall pay all charges and liabilities due up to the time the order was terminated.

1. Termination

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by notifying the other party if:

1. the other party commits a material breach of any term of this Agreement that: (i) is not capable of remedy; or (ii) if capable of remedy, is not remedied within a period of [30] days by the other party after being notified to do so;

1. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

1. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

1. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause; or

1. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial party of its business.

1. Without affecting any other right or remedy available to it, the Supplier may suspend the performance of the Services and/or supply of Products or terminate this Agreement with immediate effect by notifying the Client if the Client fails to pay any amount(s) due under this Agreement and remains in default not less than [30] days after being notified to make payment. Any right of the Supplier to suspend performance of the Services and/or supply of Products or terminate this Agreement in accordance with this clause will lapse on payment by the Client of the invoiced amounts.
2. On termination or expiry of this Agreement:

1. the Supplier will promptly deliver to the Client all Deliverables, whether or not then complete;

1. each party will, unless otherwise agreed in writing by the other party, promptly return to the other party all equipment, materials and other property in its possession or control that belong to the other party and were supplied in connection with this Agreement; and

1. the Supplier will submit an invoice for all Services and/or Products supplied but for which no invoice has been submitted and the Client will pay the invoice immediately on receipt.

1. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

1. Payment and Charges

1. Client shall pay Supplier the agreed charges due for Deliverables supplied to order. The charges will be those specified by Supplier in any price list or quotation notified to, and accepted by, Client in writing.

1. Invoices are due and payable no later than 30 days from the date of invoice (the “Due Date”)

1. All payments shall be in British Pounds Sterling (GBP). Payments shall be made by bank transfer. In the event payment is made by an alternative means, this will be at Client’s risk.

1. Any authorised early payment discounts must be taken at the time of invoice payment and will be calculated from the invoice date to the date payment is received by Supplier.

1. If the Client fails to make a payment due to the Supplier under this Agreement by the Due Date, the Supplier may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England’s base rate from time to time, accruing on a daily basis from the Due Date until payment is received in full, whether before or after judgment.
2. The Client shall reimburse the Supplier for any reasonable costs and expenses (including reasonable legal fees) incurred in recovering overdue sums.

1. Payments received may be applied by Supplier against any obligation owed by Client to Supplier. Supplier may repossess Products, suspend Services, discounts, warranties or liability and refuse or delay the provision of Deliverables if Client fails to pay promptly any payments due to Supplier.

1. Prices & Taxes

1. The prices for Products & Services are those quoted to, and accepted by, Client in writing.

1. Unless otherwise specified, the prices of all Deliverables are Free On Board (“F.O.B.”) point of origin and all Products & Service prices are exclusive of power, premises fixtures and fittings, travel, accommodation and such other ancillary costs as may arise from time to time in the provision of Products and Services.

1. Written quotations are valid for fourteen days from the date of issuance.
2. The Supplier reserves the right, by giving notice to the Client at any time before delivery, to increase the price of such of the Deliverables as has not been delivered to reflect any increase in the cost to the Supplier which is due to market conditions or any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for Products which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate information or instructions.

1. Client is responsible for all preparation costs to receive Deliverables. Prices do not include sales or use taxes, services, excise, tariffs, duties or similar taxes or charges (“Tax Liabilities”) all of which Client shall pay unless Client has valid tax exemption certificates issued by the local taxing authority.

1. Title

1. Title to Deliverables supplied to Client shall not pass to Client until:

1. Supplier, either as owner or agent of the vendor has agreed in writing to sell such Deliverables to Client;

1. Supplier’s bank account has been credited with payment in full by Client for such Deliverables.

1. In all other circumstances, the rights, titles and interests vested in Deliverables supplied by Supplier shall not pass to Client at any time, nor shall Client exercise a lien over them.

1. Client’s interest in any Deliverables and warranties obtained from third Party manufacturers and vendors shall be determined in accordance with the conditions and policies of such third Parties.

1. Access, Health & Safety

1. Client shall ensure Supplier has reasonable access to the Sites at which Deliverables are to be received.

1. Client is also responsible for the health and safety of all Personnel attending the Sites for whatsoever reason. Client will ensure that the working environment of the Sites complies with all health & safety regulations currently in force issued by any authority of competent jurisdiction.

1. Client warrants that it will use all reasonable endeavours to keep Personnel free of any toxic substances, defective plant, machinery or building structures and any hazardous environment that places Personnel at risk.

1. Accountability

1. Supplier shall keep Records of the Products & Services it provides Client.

1. Supplier shall permit Client or its appointed representative, by prior appointment made at least two working days beforehand, access to the Records and with the supervised consent of Supplier for that purpose to enter upon premises owned by Supplier during the Prime Operating Period.

1. Client shall be entitled to examine the Records and to make copies of them for its own use at any time provided Client continues to honour its obligation of confidentiality.

1. Warranties given by Supplier

1. Supplier warrants and undertakes that:

1. The Products supplied will meet the specification of the vendors;

1. The Services provided will be performed to the standards agreed in writing with Client and in any event with all reasonable skill, diligence and care;

1. Supplier shall make reasonable efforts to provide continuous, uninterrupted, expedient and error-free Services to Client and Supplier shall ensure that the Personnel charged to perform the Services are competent, either through qualification or experience, to perform those Services and that any equipment employed in the provision of Services is operated by properly skilled and trained Personnel in a careful and proper manner.

1. Supplier shall observe the terms of all licences concerning the use of intellectual property that Client requires Supplier to use and shall indemnify Client against any wilful breach by Supplier thereof.

1. Supplier shall be liable to Client alone for loss, theft, destruction or damage caused to Client’s property by the wilful negligence or faulty workmanship of Supplier and its Personnel for the full replacement value and for death of or personal injury caused by the negligence of Supplier without limit;

1. Save as may be expressly given here or under the SOW:

1. In no event shall Supplier be liable to Client or any other party for any special, incidental, consequential or punitive damages of any kind, including loss of profits, loss of income or cost of replacement Products & Services.

1. EXCEPT AS EXPRESSLY SET FORTH IN THESE CONDITIONS OR IN THE SOW, ALL DELIVERABLES SUPPLIED BY SUPPLIER ARE SUPPLIED “AS IS” AND SUPPLIER HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY AND PERFORMANCE. SUPPLIER MAKES NO WARRANTY THAT THE DELIVERABLES ORDERED BY CLIENT SHALL MEET CLIENT’S REQUIREMENTS, OR THAT THE DELIVERABLES DELIVERED SHALL BE UNINTERRUPTED, TIMELY, SECURE OR FAULT FREE; NOR DOES SUPPLIER MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE DELIVERABLES. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE PROVISION OF THE DELIVERABLES IS DONE AT CLIENT’S OWN RISK, AND THAT CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT THAT RESULTS FROM THE USE OF SUCH MATERIAL AND/OR DATA.

1. SUPPLIER MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH THE DELIVERABLES AND CLIENT UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CLIENT’S OWN RISK.

1. SUPPLIER DOES NOT MAKE, AND NO ONE HAS AUTHORITY TO MAKE ON BEHALF OF SUPPLIER, ANY ADVICE, WARRANTY, INDEMNITY OR UNDERTAKING EXCEPT THOSE EXPRESSLY GIVEN IN THIS AGREEMENT.

1. Warranties Given by Client

1. Client represents and warrants that:

1. all specifications it gives to Supplier shall be accurate and complete;

1. it owns or has the right to use any intellectual property contained in its specifications provided to Supplier and its Personnel. Client agrees to indemnify and hold Supplier and its Personnel (which Parties shall be 3^rd Party beneficiaries of this Clause) harmless from any third Party claim as to any such intellectual property rights that may arise out of Client’s specifications, including reasonable legal fees.

1. The foregoing indemnifications are conditioned on the indemnified Party giving the indemnifying Party:

1. prompt written notification of the claim or action;

1. control and authority over the defence or settlement thereof, except that indemnified Party will have the right to participate at its own expense;

1. all reasonable information and assistance, as well as the authority to settle and/or defend any such claim or action, provided that indemnified Party must approve any settlement in writing, which approval it will not unreasonably withhold.

1. Status of the Parties

1. Supplier represents and warrants that it is an independent, non-exclusive contractor supplying offerings to two or more Clients. Therefore, in accordance with the mutual intentions of the Parties, these Terms & Conditions establish between Client and Supplier a non-exclusive, independent contractor relationship, and these Terms & Conditions will be interpreted in the light of that relationship. There is no intention to create an employer-employee relationship, a joint venture, a merger, an agency or any other alternative form of relationship.

1. Neither Party’s Personnel will be, or deemed to be, employees of the other for any purpose whatsoever, and neither Party will have a duty, liability or responsibility for the acts or omissions of the other’s Personnel.

1. Neither Party’s Personnel will be eligible to participate in any of the other’s employee programs, and the only consideration due by either Party is the consideration specified in this Agreement.

1. No one assigned to perform work hereunder shall have authority to bind either Party to contracts or to incur any other obligations on behalf of the other Party without an express written authority to do so, duly signed and authorised by an executive officer of the Party so bound.

1. Non-Solicitation / Non-Compete

1. During the duration of this Agreement and for a period of six months after termination or expiry of this Agreement, each Party agrees not to solicit or contact any party who was an employee, agent, contractor, client or customer of the other in any capacity or for any party, for the purpose of or in any manner related to, the procurement, supply, sale, lease, hire or license or other disposition of any product of the nature of, or performing the same function as, any product distributed by the other, or for providing any service similar to that provided by the other or its Personnel or for soliciting the employment of any person connected to or engaging in a business in competition with the other.

1. Confidentiality

1. Each Party (“Recipient”) that receives Confidential Information from the other (“Discloser”) acknowledges that all Confidential Information gives a person a competitive advantage in the marketplace and is subject to reasonable efforts by its Recipient to maintain the confidentiality of the disclosures under the circumstances. Therefore each Party hereby agrees that, unless otherwise required by law:

1. To keep all Confidential Information secret and in the strictest confidence and not, directly or indirectly, use, publish, disclose, authorise the use, publication or disclosure of, or assist any third party in using, publishing or disclosing any Confidential Information, except with the prior written consent of the Discloser. Upon the termination of this Agreement, howsoever arising, each Recipient of Confidential Information agrees to immediately deliver up to the Discloser all materials, in any form, in its possession or under its control containing any Confidential Information of the Discloser and shall, upon the Discloser’s request, certify under penalty of perjury that the Recipient has performed such obligation.

1. A Recipient’s obligations to keep Confidential Information in confidence, as provided for in this Agreement, shall remain in effect during the currency of this Agreement and shall continue in effect beyond the life of this Agreement, without exception, until the Recipient of Confidential Information can reasonably demonstrate that such item of Confidential Information was either made public through no fault of the Recipient or was lawfully obtained by the Recipient without a breach of duty of confidentiality.

1. Limitation of liability
   1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of:
      1. any breach of the Agreement however arising; and
      2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with the Agreement.
   2. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the greatest extent permitted by law.
   3. Nothing in these Conditions excludes or limits the liability of the Supplier for:
      1. death or personal injury caused by the Supplier’s negligence; or
      2. fraud or fraudulent misrepresentation.
   4. Subject to clauses 17.2 and 17.3:
      1. the Supplier shall not in any circumstances be liable, whether in tort (including for breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
         1. loss of profits; or
         2. loss of business; or
         3. depletion of goodwill or similar losses; or
         4. loss of anticipated savings; or
         5. loss of goods; or
         6. loss of contract; or
         7. any special, indirect or consequential loss, costs, damages, charges or expenses.
   5. the Supplier’s total liability in contract, tort (including negligence and breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall [not exceed 100% of the total fees paid or payable by the Client under the Agreement in the 12 months preceding the event giving rise to the claim].
2. Force Majeure

1. Save for the payment of properly due charges, neither party shall be liable for any delays in delivery or failure to perform its obligations due to any cause outside of its reasonable control including acts or omissions of the other party or of a third party, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, pandemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transportation or inability to obtain necessary labour, equipment, materials or supplies. In the event of any such delay, the date of delivery or performance shall be extended for a reasonable period of time, or the delivery or performance may be cancelled by mutual consent of the parties.

1. No Waiver

1. No delay, indulgence or failure by either party to exercise or enforce at any time any right or provision of these Conditions shall be considered a waiver thereof or of its right thereafter to exercise or enforce each and every right and provision of these Conditions. A waiver to be valid shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

1. Entire Agreement

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

1. The parties hereby warrant and agree that any Terms & Conditions that either party may issue to the other that contain contradictory obligations to these Conditions are for the convenience of the issuing party, that the parties shall be bound absolutely by these Conditions only and that all such contradictory Terms & Conditions shall be void.

1. Nothing in this Agreement shall exclude or limit either party’s liability for fraudulent misrepresentation. No addition to or variation of any provision of these Conditions or of any proposal will be binding upon the parties unless made in writing and signed by both parties.

1. Notices

1. All notices in connection with these Conditions shall be in writing and will be deemed to have been properly served five days after posting by recorded first class post to the intended Party at the address first notified to the other.

Electronic records, electronic mail, facsimile or electronic signatures or other reliable means of authentication (“Electronic Correspondence”) transmitted by a Party (“Transmitter”) to the other shall equally serve as a means of providing Notice and shall equally be effective to bind the Transmitter to the subject matter, signifying assent to, or modification of, these Terms & Conditions.

1. Severability

1. In the event any provision of these Terms & Conditions is, to any extent, invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remainder of these Terms & Conditions shall not be affected thereby and shall continue in full force and effect.

1. Injunctive Relief

1. Each Party acknowledges that it would be extremely difficult to measure the amount of damages to the other arising from a breach or threatened breach of any provision of these Terms & Conditions, and that money damages would be an inadequate remedy. Each Party agrees that the other shall be entitled to temporary and permanent injunctive relief to restrain the defaulting Party from any such breach or threatened breach.

2. Nothing in these Terms & Conditions shall be construed as preventing either Party from pursuing any of the remedies available to it for a breach or threatened breach of any provision of these Terms & Conditions, including the recovery of monetary damages and recourse to the courts.

1. Jurisdiction & Governing Laws

1. Compliance: The parties hereby warrant that they shall each comply with all laws pertinent to the territory in which they are domiciled and where business is to be conducted.

1. Jurisdiction: These Conditions shall be governed and construed in accordance with the laws of England. All unresolved disputes arising there from shall be determined by the courts of England and the prevailing party shall be entitled to reasonable legal fees and other costs and expenses incurred in resolving such dispute.

1. Export Restrictions: The parties acknowledge that goods and services may be subject to export restrictions. The parties agree to comply with all applicable national and international laws as they apply to goods and services, including the export administration regulations, end-user, end-use, and destination restrictions.

1. Data Protection

[For the purposes of this clause 25, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing have the meaning given to them in Data Protection Laws.

1. Each party will comply with Data Protection Laws in its processing of personal data under or in connection with this Agreement. This Error! Bookmark not defined.is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under Data Protection Laws.
2. Without prejudice to clause 25.1, where one party (Data Discloser) shares personal data with the other party (Data Recipient) as controllers (Shared Personal Data), the Data Recipient will:

• only process the Shared Personal Data for the purpose set out in the SOW or otherwise agreed in writing by the parties (Agreed Purpose); and
• not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purpose.

1. Without prejudice to clause 25.2, each party will:

• ensure that it has all necessary notices and lawful bases in place to process the Shared Personal Data for the Agreed Purpose;
• give full information to any data subject whose Shared Personal Data may be processed under this Agreement of the nature of that processing;
• ensure that it has in place appropriate technical and organisational measure to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data; and
• provide reasonable assistance to the other party in complying with Data Protection Laws in relation to the processing of Shared Personal Data, including by:
  1. promptly informing the other party about the receipt of any data subject rights request;
  2. providing the other party with reasonable assistance in complying with any data subject rights request; and
  3. notifying the other party without undue delay on becoming aware of any personal data breach in relation to the Shared Personal Data and doing all things reasonably necessary to assist the other party in mitigating the effects of the personal data breach.

1. In relation to Client Personal Data, each SOW will set out the scope, nature and purpose of processing by the Supplier, the duration of that processing and the types of personal data and categories of data subject.
2. Without prejudice to clause 25.2, the Supplier will, in relation to Client Personal Data:

• process that Client Personal Data only on the documented instructions of the Client set out in the applicable SOW unless the Supplier is required by Applicable Laws to otherwise process that Client Personal Data;

• implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against its accidental loss, damage, or destruction;

• ensure that:

1. access to Client Personal Data is restricted only to those Supplier Personnel who need access to perform the Services or supply the Products; and
2. all Supplier Personnel with access to Client Personal Data are obliged to keep that personal data confidential;

• assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), at the Client’s cost, in responding to any request from a data subject to exercise their rights under Data Protection Laws and in ensuring Client’s compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with the Commissioner or other Regulators;
• notify the Client without undue delay on becoming aware of a personal data breach;
• at the written direction of the Client, delete or return to the Client all Client Personal Data when it is no longer needed to perform the Services or supply the Products and in any event on termination or expiry of this Agreement, unless the Supplier is required by any Applicable Law to continue to process any Client Personal Data. The Supplier will procure that any third party to whom the Supplier has disclosed Client Personal Data does the same and will certify to the Client in writing that it has complied with the requirements of this clause; and
• maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Client (or its designated professional auditors) for this purpose. The Client will give the Supplier at least [14] days’ notice before starting any audit.

1. The Supplier will not engage a third party to process any Client Personal Data without the prior written consent of the Client, which will not be unreasonably withheld or delayed. Where the Client grants its consent, the Supplier will:

• ensure the terms on which it appoints that third party comply with Data Protection Laws and are consistent with the obligations imposed on the Supplier as a processor in this clause 25; and
• remain responsible for the acts and omissions of that third party as if they were the acts and omissions of the Supplier.

1. The Supplier will not carry out, via itself or via any processor, any processing of Client Personal Data, or transfer any Client Personal Data, outside the UK unless the prior written consent of the Client is obtained and the Supplier ensures that the processing is carried out in accordance with Data Protection Laws, including by ensuring an adequate level of protection for the Client Personal Data.] .

26. Systems and security
    1. Neither party will or will attempt to gain any greater level of access to the Systems or data of the other party than that authorised by the other party.
    2. Each party will:
       1. maintain reasonable security measures to protect its Systems from third parties and in particular from disruption by any software or code intended or designed to permit unauthorised access or use of either party’s Systems or to disable, damage or disrupt the normal operation of either party’s Systems (Malicious Software); and
       2. use all reasonable endeavours not to infect or permit the infection of the other party’s Systems by any Malicious Software.
    3. The Supplier will ensure that all Deliverables do not contain any Malicious Software.
    4. The Supplier will maintain and enforce physical and information security procedures that are at least equal to the highest of the following:
       1. the Supplier’s own security policies and controls; and
       2. the standard required by Applicable Laws.
    5. The Supplier will notify the Client without undue delay, and in any event within [72] hours of when the Supplier has or reasonably ought to have had a suspicion of the occurrence, of any actual or potential breach of security that affects or could potentially affect the Client’s Confidential Information, Client Personal Data or any other materials or data supplied to the Supplier by or on behalf of the Client or which the Supplier is required to generate or store for the Client under this Agreement (together, Client Data). The Supplier will immediately investigate the breach of security and respond to all queries and requests for information from the Client about the security breach. The Supplier will use reasonable endeavours to address the breach and mitigate its effects, restore any Client Data and ensure business continuity for the Client at all times.
    6. The Supplier will not and will ensure that its subcontractors and Supplier Personnel do not, carry out any act or make any omission which has or could reasonably be expected to have a material adverse impact on the security of the Client Data or the Client’s