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Ultraleap Limited: Terms & Conditions for the Purchase of Goods and Services

1. SCOPE

These Conditions shall apply to the purchase of any goods and/or services by Ultraleap Limited (the “Customer”) from the supplier of the goods and/or services (the “Supplier”, and any such goods or services provided by the Supplier being the “Goods” and “Services” respectively). The Customer shall be entitled to assign and/or transfer its right of use for the Goods and/or Services to any of its Affiliates. For the purposes of these Conditions, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is in common control with the Customer.

2. CONTRACT

2.1 Any relevant purchase order (each, an “Order”) plus the proposal containing the scope of deliverables, these Conditions and any amendments made in accordance with clause 2.3 and clause 3 below together form the contract for the purchase of the Goods and/or Services (the “Contract”). In the event of any conflict between the Order and the Conditions, the Conditions shall prevail unless the Order references a specific clause in the Conditions which is to be replaced by an alternate provision.
2.2 These Conditions supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Supplier's quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Customer otherwise expressly agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing by the Customer and signed by a duly authorised signatory on behalf of the Customer.
2.4 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.
2.5 The Customer shall have the right at any time to cancel the Order or any part of the Order which:
2.5.1 In the case of Goods, has not yet been delivered to the Customer; and/or
2.5.2 In the case of Services, has not yet been performed for the Customer.
2.6 In the event that the Customer cancels an Order in accordance with clause 2.5 the Customer shall be liable for:
2.6.1 In respect of a cancelled Order for Goods, that proportion of the lump sum fee which related to the Goods which at the time of cancellation have been delivered to the Customer; and/or,
2.6.2 in respect of a cancelled Order for Services, that proportion of the lump sum fee which related to the Services which at the time of cancellation have been performed for the Customer, or (if less) that proportion of the lump sum fee attributable to Deliverables (as defined in clause 6.1) associated with such Services which at the time of cancellation have been received by the Customer.

3. CHANGE REQUEST

3.1 The Customer is entitled to request changes to the nature and scope of the Goods and/or Services at any time (“Change Request”). Any refusal of a Change Request by the Supplier must be in writing and include the reasons for the refusal. The parties shall use all reasonable endeavours to agree any appropriate amendments to the Contract to document the Change Request.
3.2 The Supplier shall forthwith notify the Customer in writing as soon as reasonably practical and prior to implementing any such Change Request if (i) a Change Request; and/or (ii) instructions provided by the Customer; and/or (iii) any other circumstances attributable to the Customer, impact or may impact the lump sum fee or the discharge by the Supplier of its obligations under the Contract.
3.3 The Fee shall not be subject to any alternation other than as a result of Change Request made by the Customer. The Supplier may invite the Customer to submit a Change Request but the Customer is under no obligation to accept submit a change request. The Supplier shall not be entitled to request a retrospective alteration to the Fee, nor shall the Supplier be entitled to any alteration to the Fee where the Supplier did not comply with clause 3.2.

4. PAYMENT

4.1 The Customer shall pay the Supplier the Fee (plus any applicable VAT) as remuneration for the Goods and/or Services as set out in the Order.
4.2 The Supplier shall meet its own costs and expenses in the course of providing the Goods and/or Services in accordance with the Contract and is not entitled to any additional payment for travel time or other out of pocket expenses. The Customer shall only pay or reimburse the Supplier for travel time, costs and/or expenses (and any other miscellaneous expenses or disbursements) incurred by the Supplier if the Customer has expressly agreed at its sole discretion in writing to do so in advance of them being incurred by the Supplier.
4.3 Unless otherwise agreed in writing, the Supplier shall issue invoices in relation to Deliverables delivered to and accepted by the Customer. If no milestones or interim Deliverables have been agreed, the Supplier shall issue its invoice after acceptance of the entirety of the Deliverables by the Customer, or, if the Deliverables are not subject to Acceptance Tests (as defined in clause 7.5) following complete and proper performance of the Contract.
4.4 Payments on account shall only be permitted with the prior written agreement of the Customer. Any payments on account are made subject to the acceptance of the Deliverables by the Customer or on the complete and proper performance of the Contract by the Supplier, as appropriate.
4.5 All undisputed invoices shall be paid within thirty (30) days of receipt by the Customer of a proper, verifiable VAT invoice.
4.6 The Customer shall be entitled to withhold payment in respect of any invoice (or part thereof) that is disputed in good faith until the dispute has been resolved. The Supplier shall have no rights of retention or rights to withhold performance as a result of such dispute.
4.7 Where sums due under the Contract are not paid in full by the due date in the absence of a bona fide dispute in relation to such sums, the Supplier shall be entitled to interest on the overdue sum (before and after judgment) on a daily basis until payment is made in full at the rate of two (2) per cent per annum above the base rate of the Bank of England.
4.8 The Customer shall have no liability to the Supplier, whether in contract, tort (including negligence) for breach of statutory duty or otherwise, that is in excess of the price due for the Goods and/or Services as set out in the Order.

5. PERSONNEL

5.1 The Supplier shall ensure that any Services are provided by appropriately trained and qualified personnel so that the Services are performed in accordance with the standards of skill, care and diligence reasonably to be expected of a market leading, professional operative of the appropriate discipline or disciplines experienced in the supply of services similar to the Services to clients of a similar type to the Customer.
5.2 Where any Supplier personnel are required to attend at the Customer’s premises, such personnel shall adhere to the Customer’s relevant health and safety and security policies and guidance.
5.3 The Supplier shall at its own cost provide all necessary materials, instruments and equipment to those personnel performing the Services.
5.4 The Supplier shall have discretion in relation to the manner and timing of performance of the Services provided always that the Supplier shall comply with any milestones or deadlines for delivery agreed between the parties, subject to delays due to instructions issued by the Customer that are recorded in writing between the parties.
5.5 No member of the Supplier’s personnel will be entitled any wage, person, bonus, holiday, sickness or other fringe benefits from the Customer and nothing in the terms of this Contract will render the Supplier or any member of the Supplier’s personnel an agent, officer, employee, worker or partner of the Customer.
5.6 The Supplier shall be responsible for and shall account to the appropriate authorities for tax liabilities and any other liability, deduction, contribution, assessment or claim arising from or made in connection with fees paid and personnel engaged as a result of the performance of the Services.
5.7 The Supplier shall indemnity, and keep indemnified, the Customer (and its Affiliates) from and against any losses, damages, liabilities, costs (including legal fees) and expenses incurred by the Customer (and/or its Affiliates) as a result of or in connection with:
5.7.1 any claim made by any of the Supplier’s personnel that is entitled to any pension, bonus, holiday, sickness or other fringe benefit from the Customer;
5.7.2 any investigation or proceedings bought by the appropriate tax authorities as a result of the Supplier failing to meet obligations in accordance with clause 5.7; and/or
5.7.3 the employment or termination of employment of any Supplier personnel who transfer to or purport to transfer to the Customer (or its Affiliates) by virtue of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended (“TUPE”).

6. DELIVERY

6.1 “Deliverables” means any goods, work product or other tangible deliverables provided by the Supplier under the Contract, including expert opinions, surveys, documentation, reports, presentations, organization and project plans, drafts, photos, drawings, lists and calculations, any software developed, modified or adapted for the Customer in source code and object code, any adaptations, modifications, or extensions or standard software resulting in a modification or a re-programming of the source code, as well as any databases and database rights produced for the Customer.
6.2 Subject to Clauses 8 and 11, any Deliverables which are goods shall be delivered DDP (Incoterms 2020) to the address specified in the Order.
6.3 The Deliverables shall be delivered and/or performed by the Supplier by any date(s) so specified in any Order, or otherwise communicated to the Supplier by the Customer in writing. They shall not be delivered by or performed in instalments unless otherwise agreed in writing by the Customer.
6.4 Unless agreed otherwise with the Customer, time of delivery or performance (as applicable) is of the essence. If the Supplier fails to deliver any of Deliverables by the date(s) specified in the Order or as otherwise agreed, the Customer shall (without prejudice to its other rights and remedies) be entitled at the Customer’s sole discretion:
6.4.1 to terminate the Contract in whole or in part;
6.4.2 to purchase the same or similar Goods and/or from a supplier other than the Supplier; and/or
6.4.3 to recover from the Supplier all costs and losses resulting to the Customer, including, but not limited to:
a) the amount by which the lump sum fee payable by the Customer to acquire those Goods and/or Services from another supplier exceeds the price payable under the Contract: and/or
b) any loss of profit the Customer incurs in connection with the Supplier failing to deliver the Deliverables by the date(s) specified in the Order.
6.5 If the Customer fails to accept delivery of any Deliverables on the date or within the period set out in the Order or within the period otherwise agreed, the Supplier shall store and insure any such Deliverables capable of storage pending delivery.
Standard Software
6.6 The Supplier grants to the Customer a non-exclusive, irrevocable, worldwide licence for software that is proprietary to the Supplier or a third party which is provided to the Customer without customization (“Standard Software”) in connection with the Contract.
6.7 Subject to the restrictions agreed regarding the number of permitted users, the Customer shall be entitled to deploy the Standard Software for use by any of its personnel and its Affiliates and their personnel and to transfer its rights of use to its Affiliates.

7. DEFECTS & MANUFACTURER WARRANTIES

Defects
7.1 The Supplier shall promptly remedy all defects (including but not limited to those relating to the warranties under clause 9.1.6 below) notified by the Customer at no extra cost to the Customer. Where Services are performed in a materially defective manner, the Customer shall be entitled to require the Supplier to re-perform such services at no extra cost.
7.2 The Customer may set an appropriate deadline for the remedying of defects. If the Supplier does not meet this deadline, the Customer may, in its absolute discretion, either (a) continue to require the Supplier to remedy the defect; or (b) have the defect remedied by itself or a third party at the Supplier’s cost.
Service Reviews and Acceptance Tests
7.3 The parties shall meet at agreed intervals and/or milestones to discuss and review the progress of any Services and any associated Deliverables at no extra cost to the Customer unless otherwise agreed in writing by the Customer.
7.4 Where set out in the Order and/or where Deliverables are, but their nature, appropriate for acceptance testing, the Customer may require acceptance tests be performed or carried out, at the Customer’s option, either by the Customer or Supplier in accordance with clauses 7.5 to 7.7 (“Acceptance Tests”).
7.5 The Supplier shall give reasonable written notice of readiness for the Acceptance Tests. Depending on the type of Deliverables, the Customer may require that final acceptance be preceded by a successful test phase and function testing. Any requirements implied by law governing the exercise by the Customer of its rights regarding defects which (a) obliges the Customer to inspect for and notify defects within a certain period following delivery, and (b) deems works to be accepted by the Customer if it fails to do so, shall be excluded to the extent permitted by Law.
7.6 The Customer shall confirm acceptance upon completion of the Acceptance Tests, provided the Deliverables do not contain any defect. The Customer shall not refuse acceptance where the defects are (a) of an immaterial nature by reference to the nature and intended use of the Deliverables, (b) do not occur frequently, and (c) do not collectively constitute a material impairment of the Deliverables provided. Any minor defects that are remaining upon acceptance shall be documented and promptly remedied within a reasonable period of time by the Supplier, unless the Customer agrees to waive this requirement.
7.7 Acceptance following the Acceptance Tests shall only be effective if provided by the Customer in writing. Partial Acceptance Tests shall only apply if agreed by the parties in writing and the last partial acceptance shall not be deemed to constitute a final acceptance for the entirety of the Deliverables; a separate, specific final acceptance shall be required.
Manufacturer Warranties
7.8 The Supplier will ensure that the benefit of any manufacturer warranty which may apply to any Goods will be available to the Customer. In the event that any manufacturer warranty, or extension of any manufacturer warranty, is available for additional sums, the Supplier will ensure that the Customer is aware of this availability in advance of any deadlines required for their purchase.

8. TITLE & RISK

8.1 Risk in any Goods shall pass to the Customer on (i) delivery; and (ii) when the Customer has accepted the Goods as conforming in every respect with the Contract; and (iii) when the Customer has confirmed acceptance in writing in accordance with clause 7.7.
8.2 Title to any Goods shall pass to the Customer on whichever is the earlier of delivery of the Goods to the Customer, or payment by the Supplier of the Fees relevant to the Goods. The passing of title shall not prejudice any other of the Customer’s rights and remedies, including its right to reject the Goods. In the event of passing to the Customer before delivery, the Supplier shall ensure that all such Goods are stored separately and marked as the property of the Customer.
8.3 Neither the Supplier, nor any other person, shall have a lien on, right of stoppage in transit or other rights in or to any Goods title to which have vested in the Customer or any specifications or materials of the Customer, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.

9. WARRANTIES

9.1 The Supplier warrants and represents that:
9.1.1 it holds and shall maintain all necessary authorisation, permissions and approvals required for it to perform its obligations under or in connection with the Contract;
9.1.2 it shall discharge its obligations under the Contract using all the reasonable skill, care and diligence to be expected of a market leading supplier, experienced in the carrying out of such obligations and in accordance with all applicable laws, up to date standards of science and technology and best industry practice;
9.1.3 any Goods supplied pursuant to the Contract shall be fit for their intended purpose;
9.1.4 it has, at the time the Contract is made, full, clear and unencumbered title to any Goods, and the full, clear and unencumbered right to sell and deliver them to the Customer and shall hold such title and right to enable it to ensure the Customer shall acquire a valid, unqualified title to such Goods and enjoy quiet possession of them; and
9.1.5 all Deliverables:
a) conform to any sample, their description and to any specification provided by the Supplier in the case of standard “off the shelf” Deliverables, or by the Customer in the case of Deliverables which are the product of Services or customisation;
b) shall be free from material defects in design, material and workmanship and free from any third party or other rights which would hinder or prevent them from being used in accordance with the Contract;
c) save where expressly agreed in writing by the Customer, shall not contain any technical features or measures requiring them to be connected to specific operating systems, hardware or other environments;
d) save where expressly requested by the Customer (such as to enable the provision of support services), shall not contain any functions that would enable third parties to access or open them; and
e) in the case of Deliverables which constitute software (i) shall not contain any viruses, disabling code (including code intended by the Supplier to limit or prevent use of the Software) or malicious software (including spyware) are contained in the Software, the media on which it is delivered, (ii) not contain, interact with or link to any open source software or software which could require the Customer to publish or make available any software and no part of the Software has been compiled, modified or prepared for installation using any such open source software.Where the Customer commissions the Supplier to create or develop software, the Supplier shall ensure the functionality of the relevant software of the Customer’s systems and to transfer the object code, source code, and complete, written, comprehendible development documentation for the software to the Customer. The Supplier shall provide appropriate instruction and/or training to the Customer regarding the software.
9.2 The Supplier shall notify the Customer immediately upon becoming aware of any circumstances which may have a material impact on the Supplier’s ability to comply with any of its obligations under this Contract, including but not limited to providing the Services in accordance with any agreed service levels and in compliance with all applicable laws and regulatory requirements.
9.3 The Customer’s rights under these Conditions are in addition to, and do not exclude or modify, any of its statutory rights or any terms and/or warranties implied by law.

10. COMPLIANCE & CORPORATE RESPONSIBILITY

The Supplier undertakes, warrants and represents on an ongoing basis that it shall comply with all applicable laws, enactments and regulations applicable to it, including but not limited to those relating to anti-corruption, anti-bribery, anti-slavery and anti-tax evasion.

11. INSURANCE

11.1 The Supplier shall at its own cost, comprehensively insure with reputable insurers the Deliverables and any of the Customer’s materials in the Supplier’s possession against usual insurable risks, including accidental damage, fire and theft, for their full replacement value until the risk in them passes to the Customer.
11.2 The Supplier shall maintain public liability insurance and professional indemnity insurance from reputable insurers with a limit of indemnity of reasonably adequate and suitable for the subject matter of the Contract, the Goods and/or Services, or as otherwise specified in the Order.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 For the purposes of this clause 12, “IPR” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights (in each case, whether registered of unregistered, including all applications for an renewals of extensions of such rights, in any part of the world as at a the Effective Date or in the future) that arise from the Contract.
12.2 All IPR in any specifications provided by the Customer and in any of the Deliverables arising from the Services shall vest in and remain at all times the property of the Customer and such specifications may only be used by the Supplier as necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to the Customer absolutely, with full title guarantee, all right, title, and interest in any such IPR, and the Supplier shall do all such things necessary in the Customer’s opinion to so vest all such IPR in the Customer, and to enable the Customer to defend and enforce such IPR, and the Supplier shall at the Customer’s request waive or procure a waiver of any applicable moral rights.
12.3 The Supplier shall indemnity the Customer (and its Affiliates) from and against any losses, damage, liability, costs (including legal fees) and expenses incurred by the Customer (and/or its Affiliates) as a result of or in connection with any action, demand or claim that use of possession of any of the Deliverables infringes the intellectual property rights of any third party (“Third Party IPR Claim”).
12.4 If any Third Party IPR Claim is made or is reasonably likely to be made against the Customer, the Supplier shall promptly and at its own expense:
12.4.1 procure for the Customer the right to continue using and possessing the relevant IPR; or
12.4.2 modify or replace the infringing part of the IPR without adversely affecting the functionality of the IPR or Deliverables, Goods and/or Services.
12.5 The Supplier grants the Customer a non-exclusive, irrevocable, worldwide, royalty free, transferable licence to use all materials, components and documentation which (a) were created by the Supplier before the Customer placed the Order, and (b) are delivered or incorporated into the Deliverables and necessary for their use.

13. CONFIDENTIALITY

13.1 For the purposes of this clause 13, “Confidential Information” means any confidential information and/or material of the Customer (or the Customer’s Affiliates), including but not limited to information and/or materials relating to its business, technology, software, devices, designs, customers, affairs, finances, systems, processes, and/or methods of operation which is disclosed or made available to the Supplier in connection with the operation of the Contract (whether orally or in writing, and whether or not such information is expressly stated to be or marked as confidential) except for any information (a) which is or becomes publicly available through no fault or act of the Supplier; (b) which the Supplier can prove was lawfully in its possession without duty of confidentiality before disclosure by the Customer; (c) was developed independently by the Supplier without reference to the Confidential Information; or (d) which the Supplier is required by mandatory law or court order to disclose.
13.2 The Supplier shall keep confidential all Confidential Information and shall only use (and disclose to such personnel) such information as is strictly required to perform the Contract.
13.3 Unless otherwise required by applicable law, the Supplier shall, upon written request by the Customer, immediately return or destroy all Confidential Information and any copies thereof provided to it under or in connection with the Contract, as well as copies and extracts made, and shall provide written confirmation to the Customer once this is done.
13.4 This clause 13 shall remain in force for a period of six years after the termination or expiry of the Contract for any reason.

14. DATA PROTECTION

14.1 For the purposes of this clause 14 and the Appendix, “DPL” shall mean any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulations, rule or other binding restriction (as amended, replaced, consolidated, or re-enacted from time to time) relating to data protection and privacy, including the General Data Protection Regulation (Regulation (EU) 2016/679). “Data Controller”, “Data Processor”, “Data Subject”, “Data Subject Requests”, “Personal Data”, “Personal Data Breach” and “process/processing” shall have the meanings prescribed to the in the DPL.
14.2 The parties acknowledge and agree that for the purposes of Personal Data received from or on behalf of the Customer, or otherwise obtained in connection with the performance of the Supplier’s obligations under the Contract, the Customer is the Data Controller and the Supplier is the Data Processor.
14.3 The parties shall comply with the DPL and the Appendix (where applicable).

15. INFORMATION SECURITY

15.1 The Supplier shall have in place at all times appropriate administrative, physical, procedural and technical controls to ensure the security (confidentiality, integrity and availability) of information and shall ensure such controls are in accordance with good industry practice and are supplemented with appropriate internal security governance.
15.2 The Supplier shall notify the Customer immediately if it becomes aware of any security incident, unauthorized or unlawful processing, loss of, damage to, corruption of, or destruction of, any Confidential Information or Personal Data.

16. FORCE MAJEURE

16.1 Neither party shall be liable to the other or breach of this Contract to the extent prevented, hindered or delayed from performing its obligations due to acts of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; widespread interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service required for the performance of the Contract (“Force Majeure”) provided that it promptly notifies the other of the Force Majeure event and its expected duration and uses reasonable endeavours to minimise the effects of that event.
16.2 If, due to Force Majeure, a party:
16.2.1 is or shall be unable to perform a material obligation; or
16.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding fourteen (14) days or a total of more than thirty (30) days in any consecutive period of sixty (60) days, the other party may terminate the Contract on immediate notice.

17. TERM & TERMINATION

17.1 The Contract shall commence on the “Effective Date” and continue for the “Term”, both as detailed in the Order, unless terminated earlier in accordance with the terms of the Contract. In the absence of a Term in the Order, the Contract shall continue until the complete and proper performance of the Contract to the satisfaction of the Customer, unless terminated earlier in accordance with the terms of the Contract.
17.2 In addition to any of the Customer’s termination rights as set out in the Order, the Customer may terminate the Contract at any time by giving notice in writing to the Supplier if the Supplier:
17.2.1 commits a material breach of the Contract and such breach is not remediable or, if the breach is capable of remedy, the Supplier fails to remedy such a breach within fourteen (14) days of receiving written notice of such breach;
17.2.2 has any consent, licence or authorisation held by it revoked or modified such that the Supplier is no longer able to comply with its obligations under the Contract;
17.2.3 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Customer reasonably believes that to be the case;
17.2.4 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
17.2.5 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
17.2.6 has a resolution passed for its winding up;
17.2.7 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
17.2.8 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven (7) days of that procedure being commenced; and/or
17.2.9 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.8 in any jurisdiction.
17.3 If the Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle the Customer to terminate the Contract under clause 17.2, it shall immediately notify the Customer in writing.
17.4 Termination or expiry of the Contract shall not affect any obligations, rights or liabilities of either party which have accrued before termination or expiry. Nor shall it affect the continuance in force of any provision of the Contract that is expressly or by implication intended to continue in force after termination or expiry.
17.5 Upon termination or expiry of this Contract, the Supplier shall:
17.5.1 Return to the Customer (or, at the request of the Customer, irretrievably and securely erase or destroy):
a) all of the Customer’s Confidential Information;
b) all intellectual property (and any materials incorporating or prepared on the basis of any intellectual property) of the Customer;
c) all other documentation, books, materials, records, correspondence, papers, information and property (on whatever media and wherever locate), owned by, or otherwise provided to the Supplier by the Customer, which is in the possession of or under the control of the Supplier, save that the Supplier shall be entitled to retain one copy of such part of the materials strictly for the purpose and for so long as required by any law or by judicial or regulatory process; and
d) otherwise provide the Customer with all reasonable assistance and cooperation to ensure an orderly winding down of the contractual relationship, and, where applicable, the orderly transfer of any Services to an alternative supplier or back to the Customer. This shall include access to the Supplier’s systems and premises to the extent reasonably required by the Customer.

18. NOTICES

18.1 Any notice or other communication given by a party under these Conditions shall be in writing and sent by first class post to the relevant party at its registered address (or as otherwise advised by a party in writing from time to time). Any notice so given shall be deemed served on the second business day after posting.
18.2 This clause does not apply to notices given in legal proceedings.

19. ENTIRE AGREEMENT

19.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
19.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
19.3 Nothing in these Conditions purports to limit or exclude any liability for fraud or any other liability that cannot be excluded by law.

20. ASSIGNMENT & SUBCONTRACTING

20.1 The Supplier may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Customer’s prior written consent.
20.2 In the event the Customer consents to the appointment of a subcontractor in accordance with clause 20.1, the Supplier shall:
20.2.1 enter into a written contract with the subcontractor which imposes on and secures from the subcontractor obligations, liabilities, undertakings, warranties, acknowledgements and grants of rights materially equivalent to those imposed on and secured from the Supplier in these Conditions; and
20.2.2 remain liable to the Customer for all acts, omissions and/or defaults of the subcontractor (and any further member of its supply chain) as if they were its own.
20.3 The Customer may withdraw any consent provided under clause 20.1 at any time and for any reason.

21. SET OFF

The Customer shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier under the Contract or any other contract. The Supplier shall pay all sums that it owes to the Customer under the Contract without any set-off, counterclaim, deduction, or withholding of any kind, save as may be required by law.

22. NO PARTNERSHIP OR AGENCY

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

23. SEVERANCE

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24. WAIVER

24.1 No failure, delay or omission by the Customer in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy
24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Customer shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Customer.
24.3 A waiver of any term, provision, condition or breach of the Contract by the Customer shall only be effective if given in writing and signed by the Customer, and then only in the instance and for the purpose for which it is given.

25. CONFLICTS WITHIN CONTRACT

If there is a conflict between the terms contained in these Conditions and the terms of the Order, the terms of the Order shall prevail.

26. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

27. JURISDICTION & GOVERNING LAW

27.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
27.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Appendix: Data Protection

1.1 The Supplier shall:
1.1.1 process the personal data only to the extent, and in such a manner, as is necessary for the provision of the Goods and/or Services and in accordance with the Customer’s written instructions from time to time and shall not process the Personal Data for any other purpose;
1.1.2 maintain complete, accurate and up to date written records of any processing of Personal Data it carries out on behalf of the Customer;
1.1.3 promptly comply with any request from the Customer requiring the Supplier to amend, transfer, return or delete the Personal Data (and any existing copies of such data) in such form as the Customer reasonably requests (existing copies may be retained by the Supplier to the extent required by law, and if so, the Supplier shall inform the Customer of any such requirement);
1.1.4 promptly provide, at the Customer’s request, a copy of all Personal Data held by the Supplier in the format and on the media reasonably specified by the Customer and any such other information that the Customer reasonably required to demonstrate the Supplier’s compliance with this Appendix;
1.1.5 not transfer the personal Data outside of the European Economic Area without the prior written authorisation of the Customer;
1.1.6 promptly inform the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable;
1.1.7 not authorize any third party or sub-contractor to process the Per5sonal Data without Customer’s prior written authorisation;
1.1.8 provide such information, co-operation and other assistance to the Customer as the Customer reasonably required to ensure its compliance with the DPL; and
1.1.9 permit the Customer or its external advisors (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit the Supplier’s data processing activities and those of any sub-processor.
1.2 The Supplier undertakes that it shall:
1.2.1 Process the Personal Data in compliance with the DPL and shall not perform its obligations in such a way as to cause the Customer to breach any of its obligations under the DPL; and
1.2.2 Implement and maintain all necessary technical and organization measures:
1.2.3 to preserve the confidentiality and integrity of Personal Data (including to encrypt and/or password protect such data) and prevent any loss, unlawful processing or disclosure, taking into account available technology, the cost of implementation, the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subjects; and
1.2.4 without prejudice to paragraph 1.7, insofar as is possible, to assist the Customer in the fulfilment of the Customer’s obligations to respond to Data Subject Requests.
1.3 The Supplier shall ensure that it takes reasonable steps to ensure the reliability of any of the Supplier’s employees who have access to the Personal Data and that access to the Personal Data is limited to:
1.3.1 those employees who need access to the Personal Data to meet the Supplier’s obligations under these Conditions; and
1.3.2 such part or parts of the Personal Data as is strictly necessary for performance of that employee’s duties; and
1.3.3 that all of its employees involved with the Services:
a) are informed of the confidential nature of the Personal Data and are subject to a binding written contractual obligation with the Supplier to keep Personal Data confidential;
b) have undertaken adequate training on the DPL applicable to the processing and the data protection obligations imposed on the Supplier in these Conditions; and
c) are aware of both the Supplier’s duties and their personal duties and obligations under such laws and the Contract.
1.4 If the Supplier receives a Data Subject Request, the Supplier shall:
1.4.1 notify the Customer within one business day of receiving such a request;
1.4.2 provide the Customer with full co-operation and assistance and take such action as the Customer reasonably requests in relation to the Data Subject Request, within the timescales reasonably required by the Customer;
1.4.3 not disclose the Personal Data to any Data subject or to a third party other than at the request of the Customer or as provided for in these Conditions; and
1.4.4 not respond to any Data Subject Request without the Customer’s prior written approval.
1.5 If the Customer becomes aware of a Personal Data Breach relating to any Personal Data obtained in connection with the provisions of the Goods and/or Services, the Supplier shall:
1.5.1 notify the Customer without undue delay and in any event no later than 24 hours after becoming aware of the breach; and
1.5.2 provide the Customer without undue delay with such details as the Customer reasonably requires regarding:
a) the nature of the breach, including the categories and approximate numbers of Data Subjects and Personal Data records concerned;
b) any investigations into the breach;
c) the likely consequences of the breach; and
d) any measures taken, or that the Supplier recommends, to address the breach, including to mitigate its possible adverse effects.