CONTENTS

Clause

  1. Interpretation
  2. Supplier’s obligations
  3. Customer’s obligations
  4. Change control
  5. Charges and payment
  6. Intellectual Property Rights
  7. Confidentiality and Supplier’s property
  8. Limitation of liability
  9. Termination
  10. Force majeure
  11. Waiver
  12. Severance
  13. Status of pre-contractual statements
  14. Assignment
  15. No partnership or agency
  16. Third party rights
  17. Notices
  18. Anti-bribery
  19. Anti-slavery
  20. Dispute resolution
  21. Ethical Considerations
  22. Processing of personal data
  23. Governing law and jurisdiction

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.

Contract:  the terms and conditions contained in this document and the Project Plan.

Customer: the person, firm or company who purchases Services from the Supplier.

Customer’s Project Manager: the Customer’s manager for the Project appointed in accordance with this Contract.

Customer’s website: the website nominated by the Customer for which Supplier is to carry out the agreed Services contained in the Project Plan

Deliverables:  all products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts).

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in 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.   

Pre-existing Materials: materials which existed before the commencement of the Project.

Project: the project as described in the Project Plan.

Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.

Project Plan:  the detailed plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities for the provision of the Services by the Supplier in accordance with the Contract. To be annexed to this contract.

Services:  the services to be provided by the Supplier under the Contract.

Supplier: ALL THINGS WEB LTD incorporated and registered in England and Wales with company number 06393953 whose registered office is at 157 Redland Road, Redland, Bristol, BS6 6YE

Supplier’s Project Manager: the Supplier’s manager for the Project.

VAT:  value added tax chargeable under English law for the time being and any similar additional tax.

1.2  Headings do not affect the interpretation of these conditions.

2. Supplier’s obligations

2.1  The Supplier shall use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Project Plan.

2.2  The Supplier shall use reasonable endeavours to meet the performance dates specified in the Project Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract concerning these performance dates.

2.3  The Supplier shall appoint the Supplier’s Project Manager who shall have authority to contractually bind the Supplier on all matters relating to the Project.  The Supplier shall use reasonable endeavours to ensure that the same person acts as Supplier’s Project Manager throughout the Project, but may replace him from time to time where reasonably necessary in the interests of the Supplier’s business.

3. Customer’s obligations

3.1 The Customer shall:

(a) cooperate with the Supplier in all matters relating to the Project and appoint the Customer’s Project Manager, who shall have the authority to contractually bind the Customer on matters relating to the Project;

(b) provide in a timely manner such access to the Customer’s  premises and data, and such office accommodation and other facilities, as is requested by the Supplier;

(c) provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects; and

(d) be responsible (at its own cost) for preparing the relevant premises for the supply of the Services.

3.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, the Customer shall be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

3.3 The Customer shall not provide the Supplier with any information or with any materials that infringe the rights of any third parties and that all information provided to the Supplier is within the control and/or ownership of the Customer, including all Intellectual Property Rights or holds the necessary consents to use such material subject to Intellectual Property Rights and herby indemnifies the Supplier and its subcontractors for any liability incurred in respect of any breach of such Intellectual Property Rights.

4. Change control

4.1 The Customer’s Project Manager and the Supplier’s Project Manager shall correspond at least once every month to discuss matters relating to the Project.  If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.

4.2  If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

(a) the likely time required to implement the change;

(b) any variations to the Supplier’s charges arising from the change;

(c) the likely effect of the change on the Project Plan; and

(d) any other impact of the change on the terms of the Contract.

4.3 If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.

4.4  If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.

5. Charges and payment

5.1  The contract price for the Services shall be the amount set out in the Project Plan. The contract price shall be paid to the Supplier (without deduction or set-off) as set out in the Project Plan.

5.2  The Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 30 days of receipt unless otherwise stated on the invoice or the Project Plan.

5.3  If the Customer instructs the Supplier to continue working beyond the agreed date in the Project Plan the Supplier shall be entitled to charge the Customer a further amount per calendar month as set out in the Project Plan.  This clause in its entirety also applies to any additional payments required.

5.4  Any additional labour outside of that confirmed on the Project Plan shall be charged at a rate of £85.00 + VAT per hour for consultancy work or a lower hourly rate as agreed with the Supplier depending on the nature of the work being undertaken. The Supplier shall inform the Customer of any necessary additional charges and obtain their agreement prior to any work being carried out.

5.5  Additional fees payable to third party suppliers as part of the project and which are not included within the project fees (eg. purchase of images, artwork creation) will be passed to the Customer at cost price and in addition to the fees detailed within the Project Plan.  All such additional costs will be agreed in advance with the Customer.

5.6 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to make payment in accordance with this Agreement the Supplier shall be entitled, in addition to any unpaid amount that should properly have been paid, to

(a)  simple interest on that amount (accruing on a daily basis from the final date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 8% per year above the Bank of England base rate which is current at the date the payment became overdue. It is agreed that the provisions of this clause constitute a substantial remedy for the purposes of section 9(1) of the Late Payment of Commercial Debts (Interest) Act 1998, and

(b) suspend all Services until payment has been made in full.

5.7 Notwithstanding any other term of this Agreement, where the Project Plan specifies Retained Services, the Supplier’s engagement under this Agreement will commence on the commencement date stated in the Project Plan and will be for the minimum term specified in the Project Plan and, thereafter, unless stated otherwise in the Project Plan shall continue unless and until termination by either the Supplier or the Customer giving to the other not less than 30 days notice in writing terminating this Agreement.

5.8  Notwithstanding any other term of this Agreement or the Project Plan, where the Project Plan specifies Retained Services, the Supplier shall have the right, after one calendar year subsequent to the commencement date stated in the Project Plan, to increase the contract price for the Services set out in the Project Plan, and the costs charged to the Customer under clause 5.4, by a maximum of 10% each and every year for the duration of the contract for the Services under the terms and conditions of this Agreement and the Project Plan.

5.9 Time for payment shall be of the essence of the Contract.

5.10 All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

5.11 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Supplier.  The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties.  If the Supplier terminates the Contract under condition 9.1, this licence will automatically terminate.

6.2 The Customer acknowledges that the Customer and Client’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

6.3 The Supplier retains the right to display text or graphics and other Web design elements as examples of their work in their respective search engine portfolios plus copyright to all meta tags used in the code. The rights to the website Optimisation meta tags (title, description and keywords) will be transferred to the Customer upon full payment of any outstanding balance.

7. Confidentiality and Supplier’s property

7.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

7.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

7.3 This condition 7 shall survive termination of the Contract, however arising.

8. Limitation of liability

8.1 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 sub-contractors) to the Customer in respect of:

(a) any breach of the Contract;

(b) any use made by the Customer of the Services, the Deliverables or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.3 Internet Search Engines are beyond the direct control of the Supplier.  Without prejudice to Clause 5 the Supplier cannot guarantee the positioning of the Customer’s Website on any internet search engine.

8.4 The Supplier shall not be liable for any reduction in business enquiries or loss of profit as a result of the Project.

8.5 The Supplier will carry out website alterations which may be necessary as a result of subsequent changes to the search engine market for the duration of the contract.

8.6 Nothing in these conditions excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier’s negligence; or

(b) for fraud or fraudulent misrepresentation; or

(c) any other losses which cannot be excluded or limited by applicable law.

8.7  Subject to above:

(a)  the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

(i)  loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii)loss of use or corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

9. Termination

9.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) there is a change of control of the other party; or

(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

9.2 The right of a party to terminate the Agreement pursuant to clause 9.31 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

9.3 Termination of the Contract, however arising, 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.

10. Force majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, pandemics, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11. Waiver

A waiver of any right under the Contract 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.

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12. Severance

12.1 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

12.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13. Status of pre-contractual statement

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.

14. Assignment

14.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

15. No partnership or agency

Nothing in the Contract 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 but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16. Third party rights

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

17. Notices

Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

18. Anti-bribery

18.1  For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

18.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and [use all reasonable endeavours to] ensure that:

(a) all of that party’s personnel;

(b) all others associated with that party; and

(c) all of that party’s sub-contractors;

involved in performing the Contract so comply.

18.3 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

18.4 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach [or possible breach] by the Customer of any of the requirements in this clause 8.

18.5 Any breach of this clause 8 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 16.1.1.

19. Anti-slavery

19.1 The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.

19.2 The Customer undertakes, warrants and represents that:

(a) neither the Customer nor any of its officers, employees, agents or subcontractors has:

(i) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

19.3 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

19.4  it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;

19.5  The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 19.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

19.6  Any breach of clause 19.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

20. Dispute resolution

20.1  Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 33.

20.2  The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

20.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

(a) Within five Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

(b) If the dispute has not been resolved within five Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within five Business Days to discuss the dispute and attempt to resolve it.

20.4  Either party may issue formal legal proceedings at any time whether or not the steps referred to in clause 20.3 have been completed.

21. Ethical Considerations

21.1 The Supplier shall not employ search engine optimisation techniques which it considerers to be unethical.

21.2 The Supplier shall not employ any of the following techniques which it considers to be unethical:  Redirection, cloaking, keyword stuffing, overloading metatags, 302 page hijacks or link farming.

22. Processing of personal data

Definitions

22.1  In this clause 19:

(a) Controller, Data Subject, International Organisation, Personal Data, Personal Data Breach, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);

(b) Data Protection Laws means, as binding on either party or the Services:

(i) the GDPR;

(ii) the Data Protection Act 2018;

(iii) any laws which implement any such laws; and

(iv) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

(c) GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;

(d) Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under this Agreement; and

(e) Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.

Compliance with Data Protection Laws

22.2 The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

22.3 The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

22.4 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 1.

Instructions

22.5 The Supplier shall:

(a)  only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the schedule and this Agreement (including when making any transfer to which clause 1.10 relates), except to the extent:

(i) that alternative processing instructions are agreed between the parties in writing; or

(ii) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

(b) without prejudice to clause 19.2, if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall [promptly inform the Customer and ]be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

Security

22.6 Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain the technical and organisational measures set out in Part B of the schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

Sub-processing and personnel

22.7 The Supplier shall:

(a) not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Customer;

(b) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 1 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations;

(c) remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and

(d)  ensure that all [natural] persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

22.8            The Customer authorises the appointment of the Sub-Processors listed insert where listed in the Project Plan.

Assistance

22.9 The Supplier shall (at the Customer’s cost):

(a) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Supplier; and

(b) taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

International transfers

22.10 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.

Audits and processing

22.11 The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 1 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of [one] audit request in any 12 month period under this clause 1.11).

Breach

22.12 The Supplier shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

Deletion/return

22.13  On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 1 shall survive termination or expiry of this Agreement.

23. Governing law and jurisdiction

23.1  The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

The Schedule

Data protection

Part A

Data processing details

Processing of the Protected Data by the Supplier under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part A.

1  Subject-matter of processing:

The processing is needed in order to ensure that the Processor can effectively deliver the contract to provide a service to the Customer.

2  Duration of the processing:

For the duration of the contract the personal data will be held and, beyond that, it will only be held with the express permission of the data subject.

3  Nature and purpose of the processing:

The nature of the processing means any operation such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means). The purpose is to allow us to perform our contract with the Customer.

4 Type of Personal Data:

Name, address, date of birth, NI number, telephone number, pay, images, biometric data.

5 Categories of Data Subjects:

The owners and employees of the company or organisation for whom we are performing the contract.

6  Specific processing instructions:

the gathering and use of the personal data to allow us to perform the contract.

Part B

Technical and organisational security measures

1 The Supplier shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

in accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, the Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.