Terms and Conditions

Definitions

Associates – means a party’s employees, officers, agents, sub-contractors or authorised representatives.

Basis of the Contract – means project or retainer contract as stated in the ‘Booking Confirmation’.

Booking Confirmation – means the booking confirmation which confirms the details as stated in these Conditions.

Business Day a day other than a Saturday, Sunday or public holiday in England or Wales, when banks in London are open for business.

Charges the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Booking Confirmation.

Conditions these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).

Contract the contract between the Customer and the Supplier for the supply of the Services in accordance with the Booking Confirmation, these Conditions and Schedule

Customer Materials all Data, materials, equipment, branding, artwork logos, computer systems, software, documents, drawings, specifications, Intellectual Property Rights, and any other information owned by or licenced to the Customer which are provided by the Customer to the Supplier and / or its Associates by or on behalf of the Customer.

Data – means the Customers computer data (in machine readable form);

Deliverables – all documents, products and materials developed by the Supplier or its agents, subcontractors, and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports, and specifications (including drafts) set out in the Booking Confirmation.

Intellectual Property Rights – patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Moral Rights – means all rights described in Part I, Chapter IV of the Copyright Designs and Patents act 1988 and any similar rights of authors anywhere in the world.

Services – the services, as set out in the Booking Confirmation.

Services Start Date – the day on which the Supplier is to start provision of the Services, asset out in the Booking Confirmation.

Supplier Materials – means those Materials specifically created by the Supplier for the purposes of the Services by officers, employees, or freelancers of the Supplier (including any Materials adapted, modified or derived from the Customer Materials), provided that it is approved by the Customer and incorporated into Deliverables during the Term.

Supplier IPR’s means software (including all programming code in object and source code form), methodology, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) the Supplier and which are:

  • In existence prior to the date on which it is intended to use them for the Services;  or
  • created by or for the Supplier outside of the Services and which are intended to be reused across its business.
  • Stated in the Booking Confirmation.
  • Written notice of termination of such duration as stated in the Booking Confirmation.  
  • Has the meaning given to it in clause 7.4.2.
  • Means those Materials which are either commissioned by the Supplier from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables, but which excludes software which is owned or licensed by a third party.
  • Means a scope of work agreed between the parties which sets out the timeline and details of a project.

1.2 Interpretation:

1.2.1 A reference to legislation or a legislative provision:

1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and

1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes email unless otherwise stated herein.

1.2.4 This Contract is made up of the following:
(a) The Booking Confirmation.
(b) The Conditions.
(c) The Schedule.

1.2.5 If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

1.2.6 This Contract has been entered into on the date stated in the Booking Confirmation.

Commencement and term

2.1 The Contract shall commence on the date when it has been signed by both parties and shall continue for the Term, unless terminated earlier in accordance with clause 9, until either party gives to the other no less than the Termination Notice as written notice to terminate.

2.2 If the Basis of the Contract is retainer as selected in the Booking Confirmation, then unless Termination Notice has been provided in accordance with clause 2.1, the Contract shall automatically renew for a further duration equal to the Term (“Renewal Term”) and each Renewal Term thereafter.

2.3 The Termination Notice shall be effective:

2.3.1 upon expiry of the Termination Notice if the Basis of the Contract is Project; or

2.3.2 upon expiry of the Term or Renewal Term (as applicable) if the Basis of the Contract is Retainer.

Supply of services

3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

3.2 In supplying the Services, the Supplier shall:

3.2.1 perform the Services with reasonable care and skill;

3.2.2 use reasonable endeavours to perform the Services;

3.2.3 act as a principal at law in all contracts with third parties with regards to the provision of Services;

3.2.4 comply with all applicable laws, statutes, regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;

3.2.5 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and

3.2.6 take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.

3.3 If the basis of the Contract is Project-based, the Supplier shall not be obliged to perform any services on behalf of the Customer under a Scope of Work, unless and until a Scope of Work has been signed.

3.4 If at any time the Supplier becomes aware that it may not be able to perform the Services or deliver any Deliverables by any dates agreed between the parties in a Scope of Work (or any other deadline agreed by the parties in writing), the Supplier will promptly notify the Customer and give details of the reasons for the delay. The Customer acknowledges that any dates stated in a Scope of Work or agreed by the parties are estimates only, and time shall not be of the essence in relation to such dates.

3.5 In the event that either party wishes to make any material amendment to the Services or any Project, any such amendment shall be subject to the agreement of both parties in writing relating to the Services, the project, Charges and any timescales. Until such change has been agreed in writing, the Supplier shall continue to perform the Services as if such change has not been requested.

3.6 Approvals. The Supplier will seek the Customers’ prior written approval of:

3.6.1 any estimates or quotations for any third party costs to be paid by the Customer; and

3.6.2 any creative treatments, including scripts, storyboards, copy, layouts, design, artwork, proposed marketing activity; and the Customers written approval of such estimates and creative treatments will be the Supplier’s authority to enter into contracts with relevant third parties and to prepare draft Deliverables.

3.7 The Supplier will seek the Customer’s prior approval of any draft Deliverables and such approval will be the Supplier’s authority to proceed with the use of the relevant Deliverables.

3.8 In the event that the Customer does not approve of any matter requiring approval it shall notify the Supplier of its reasons for disapproval within 7 days of the Supplier’s request. If the Customer does not notify the Supplier of its disapproval in accordance with this clause

3.9, it shall be deemed approved.

Customers Obligation’s

4.1 The Customer shall:

4.1.1 co-operate with the Supplier in all matters relating to the Services;

4.1.2 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier or any of them;

4.1.3 provide, in a timely manner, such information as the Supplier may reasonably require, including full and clear instructions as to its requirements for the Services and Deliverables (including any required deadlines) and ensure that it is accurate and complete in all material respects;

4.1.4 ensure that its other supplier and agencies act in willing co-operation with the Supplier;

4.1.5 promptly supply to the Supplier (at no charge) any Customer Materials reasonably required by the Supplier or otherwise necessary to provide the Services and Deliverables and shall ensure that it has all rights and licences in place to enable use by the Supplier of all Customer Materials.

4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

4.2.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and

4.2.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay

Data Protection

The parties shall comply with their data protection obligations as set out in 1 (Data Protection).

Intellectual property

6.1 The Supplier acknowledges that ownership of Customer Materials and ownership of all Intellectual Property Rights in any Customer Materials (including any modifications or adaptations of such Customer Materials produced in the course of providing the Services and Deliverables) shall remain vested in the Customer or its licensors. The Customer hereby grants to the Supplier a non-exclusive licence during the Term to use the Customer Materials solely for the purposes of providing the Services and Deliverables.

6.2 Subject to the remaining provisions of this clause 6 and subject to the Supplier receiving payment of all Charges attributable to the Supplier Materials the Supplier hereby assigns (and in the case of copyright, by way of a present assignment of future copyright) all of the Intellectual Property Rights in the Supplier Materials which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in the Supplier Materials.

6.3 The Customer acknowledges that all Intellectual Property Rights in the Supplier IPR’s shall be owned by and remain the property of and vested in the Supplier. Subject to the Supplier receiving payment of all Charges attributable to the Supplier IPR’s licensed under this clause, the Supplier hereby grants to the Customer a licence to use such Supplier IPR’s as are included in the Deliverables, for the Term.

6.4 To the extent permitted by law and subject to the Supplier receiving payment of all Charges attributable to the Supplier Materials, the Supplier shall

(i) ensure that all Moral Rights in the Supplier Material included in the Deliverables are waived (or where not lawfully possible to waive Moral Rights, the Supplier agrees not to assert any Moral Rights in respect of the Supplier Materials); and

(ii) use its reasonable endeavours to ensure that all Moral Rights in Third Party Materials are waived (or where not lawfully possible to waive Moral Rights, to procure that Moral Rights are not asserted in respect of Third Party Materials), but if the Supplier cannot obtain such waiver of (or agreement not to assert) such Moral Rights in respect of any Third Party Materials, the Supplier will notify the CUSTOMER and shall obtain the CUSTOMER’S approval prior to incorporating such Third Party Materials into the Deliverables.

6.5 Notwithstanding any of the above and save as otherwise expressly provided for in a Scope of Work or the Schedule(s), the Supplier shall:

6.5.1 be able during and after the Term to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and the Customer’s name and logo for the purposes of promoting its work and its business including on the Supplier’s website, in credentials pitches and in its showreel. Any other use by the Supplier shall be subject to the Customer’s prior approval; and

6.5.2 retain all know-how obtained in connection with the Services and Deliverables.

Charges and payment

7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges, expenses and Third Party Costs in accordance with this clause 7.

7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.3 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer at the intervals specified in the Booking Confirmation. Each invoice shall include all reasonable supporting information required by the Customer.

7.4 The Supplier will invoice the Customer in respect of all third party costs incurred by the Supplier on behalf of the Customer in performing the Services, subject to the Customer approving all such costs in advance in writing, including:

7.4.1 third party production work required to produce the Deliverables including illustrations, film production, artwork, photography, model fees, recordings, the services of performers, animation, print and post production work and other content; and

7.4.2 all costs incurred in taking legal or other advice or searches and enquiries, as agreed between the parties from time to time (collectively defined as “Third Party Costs”).

7.5 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.

7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 9 (Termination):

7.6.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

7.6.2 the Supplier may suspend all Services until payment has been made in full upon 7 days written notice to the Customer.

7.7 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.8 Where a surcharge is levied by a supplier against the Supplier due to late payment and this results from late payment by the Customer, the Customer shall immediately reimburse to the Supplier the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount.

7.9 Where a late copy charge is levied by a media owner against the Supplier due to copy being delivered late, and this does not result from the Supplier’s negligent or wilful act or omission, then the Customer shall immediately reimburse the amount of such late copy charge to the Supplier.

Limitation of Liability

8.1 The Supplier may enter into contracts with third party suppliers specifically in respect of Services and Deliverables in accordance with such suppliers’ standard or individual conditions and contracts (“Third Party Contracts“).

8.2 Provided that the Supplier has notified the Customer of any significant restrictions or contract terms contained in such Third Party Contracts (including any cancellation provisions contained in the contract between the Supplier and production company); (i) the Customer hereby acknowledges that its right to use or otherwise benefit from any Services or Deliverables acquired under such Third Party Contracts shall be as set out in such Third Party Contracts; (ii) any charges or liabilities (to the extent caused by an act or omission of the Customer or its Affiliates or any third party acting for or on its behalf) for which the Supplier is liable under such Third Party Contracts (including cancellation payments) shall be the responsibility of the Customer; and the Customer hereby indemnifies and shall keep the Supplier indemnified against any Losses caused by any act or omission of the Customer which puts the Supplier in breach of any such Third Party Contracts.

8.3 Subject to clause 8.4 the Supplier’s maximum aggregate liability under or in connection with the Contract (including any Scopes of Work and any indemnity contained in the Contract), whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges paid by the Customer to the Supplier (i) under the Scope of Work to which the liability relates if the Basis of the Contract is Project based; or (ii) in the 12 months prior to the liability arising under the Contract is the basis of the Contract is retainer based.

8.4 Nothing in the Contract shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

8.5 Subject to clause 8.4 (and including for the avoidance of doubt any indemnity contained in this Contract), in no event will either party be liable under or in connection with the Contract for:

8.5.1 loss of actual or anticipated income or profits;

8.5.2 loss of goodwill or reputation;

8.5.3 loss of anticipated savings;

8.5.4 loss of data; or

8.5.5 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

Termination

9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

9.1.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.3 On termination of the Contract for whatever reason:

9.3.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

9.3.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

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

General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

10.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.

10.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

10.3 Confidentiality.

10.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause

10.3. For the purposes of this clause 10.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

10.3.2 Each party may disclose the other party’s confidential information:

10.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
10.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement.

10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver.

10.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

10.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforceability of the rest of the Contract.

10.8 Notices.

10.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

10.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

10.8.1.2 sent by email to the address specified in the Booking Confirmation to other the Customer or the Supplier Representative (as applicable).

10.8.2 Any notice shall be deemed to have been received:

10.8.2.1 if delivered by hand, at the time the notice is left at the proper address;

10.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

10.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8.2.3, business hours means 9.00am to 5.00pm on a Business Day.

10.8.3 This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10.9 Third party rights.

10.9.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 – Data Protection

DEFINITIONS
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);] [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

  1. DATA PROTECTION
    1.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. Annex 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.3 Without prejudice to the generality of clause 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.

1.4 Without prejudice to the generality of clause 1.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the Customer which are set out in Annex 1 unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 1.

1.5 The Customer provides it consent to the Supplier for appointing any third party processor of Personal Data under this agreement, provided the Supplier provides notification of such third party processor to the Customer. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which the Supplier confirms it will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 1.5.

1.6 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 1 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

Annexe 1: Processing, Personal Data and Data Subjects

Processing by the Supplier

1.1 Scope

The Customer has requested that the Supplier provides the Services and the Supplier has agreed to provide the Services.

1.2 Nature

Use & storing

1.3 Purpose of processing

To carry out the obligations set out in this Contract.

1.4 Duration of the processing

Duration of the Contract.

Types of Personal Data

Names, email addresses, and telephone numbers.

Categories of Data Subject

Clients and their employees.