ASOCIAT LTD 2024 STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1, Interpretation
1.1. In these Terms and Conditions:
“Agreement” these Terms and Conditions, Billing Schedules, Project Budgets and Orders;
“Billing Schedule” means the schedule detailing dates by which payments shall be made by the Client to Provision Events;
“Client” means the person, firm or company by whom the Order is placed with The Agency – The Agency being Asociat and any associated sub-contractors contracted by the Agency to deliver the services;
“Equipment” means any equipment, material or facilities required for the performance of an Order;
“Event” means the event that is the subject of an Order in respect of which the Services and Personnel are being supplied;
“Intellectual Property Rights” means copyright and related rights, moral rights, trade marks and all other intellectual property rights, in each case whether registered or unregistered, and including all similar or equivalent rights or forms of protection in any part of the world;
“The agency” means Asociat Ltd;
“Order” means the order for Services and/or Personnel as more fully described in the Order;
“Personnel” means any person, model, servant or agent, supplied by The Agency and subject to, or used in performance of the Order;
“Pre-existing Materials” means all documents, information and materials provided by The Agency relating to the Services which existed prior to the commencement of this Agreement, including but not limited to computer programmes, data, reports and specifications;
“Project Budget” means the detailed plan setting out the project parameters, billing schedules, scope of works, costings, and if applicable time analysis;
“Services” means all services commissioned by the Client which are the subject of the Order.
1.2. In these Conditions:
1.2.2. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;
1.2.3. The headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of the Conditions;
1.2.4. Reference to clauses are to the clauses of these Conditions.
2, Application of Terms
2.1. These Terms and Conditions shall apply to the supply of Services and/or Personnel to The Client by The Agency and shall apply to the exclusion of any other Terms and Conditions on which any acceptance has been given by the Client or subject to which the Order is purported to be accepted by The Client. No variation to the Order or this Agreement shall be binding unless agreed in writing between authorised representatives of The Agency and The Client.
3, Intellectual Property
3.1. The Intellectual Property Rights in any documents, plans, drawings, photographs, electronic recordings, data, designs, ideas or creative work, conventional and digital artwork or other processes prepared by The Agency on behalf of the Client in conjunction with the Order (“Works”), shall be the exclusive property of the Client upon full payment for the Order in accordance with the Billing Schedule. No vesting of any such Intellectual Property Rights in The Client shall occur unless and until full payment for the Order has been received by The Agency from The Client. Upon receipt of full payment The Agency hereby assigns the copyright in such Work to The Client with full title guarantee.
3.2. The Client acknowledges that any Intellectual Property Rights in Pre-existing Materials owned either by The Agency or a third party will remain the property of The Agency or the third party respectively.
3.3. The Client acknowledges that no assignment will be made of any Work commissioned by or obtained by The Agency from third parties in conjunction with the Order, unless specifically agreed by the third parties in writing, and at the Client’s expense. The Agency warrants that it will, however, obtain the right for The Client to use such third party Intellectual Property Rights in Works as contemplated in the Order.
3.4. Upon an assignment of Intellectual Property Rights in the Works, The Agency will irrevocably and unconditionally waive all moral rights in the Work supplied by The Agency and will take all necessary steps at The Client’s cost to ensure that all such rights are irrevocably waived in writing in favour of The Client. The Agency shall keep all Work secret and confidential and shall not disclose to any third party, or use any such Work other than for the purposes of carrying out this Order, except to the extent that it is permitted under clause 5 below.
3.5. The Client warrants that any of The Client’s Intellectual Property and its use by the Supplier for the purpose of providing the Services will not infringe the copyright of The Client or any third party and the Client shall indemnify defend and hold the The Agency harmless against any loss, damages, costs, expenses or other claims arising from any such infringement.
4, Restrictions
4.1. Subject to the provisions of clause 4.3 below, neither The Client nor any Group Company of The Client shall, directly or indirectly, for itself or on behalf of another, employ or engage, or offer to employ or engage any servant or agent of The Agency or any of its sub-contractors with whom it has had contact for the purposes of the Services within a period of 6 months from the date of completion of the Order.
4.2. Without The Agency’s prior written consent and subject to the provisions of clause 4.3 below, The Client will not contact, directly or indirectly, before, during or after the placing of an Order, any third party having an interest in this Order, including the person, firm or company which The Client may reasonably believe to be engaged by or contracted to The Agency in connection with the Services to be provided hereunder.
4.3. The Client will be charged an introductory fee where Personnel supplied by The Agency terminate their contract with The Agency and enter into direct employment with the Client. The fee shall be 20% of that employee’s aggregate contractual remuneration for the first year of their employment with the Client.
4.4. All Personnel supplied by The Agency for the performance of an Order are under a contract for services with The Agency.
5, Confidentiality
5.1. Each party undertakes to treat as confidential all information that may be disclosed by the other (the Discloser) or on the other’s behalf to it (the Recipient) in relation to the Order, whether disclosed orally or in writing. The Recipient will take all steps necessary to prevent such information from being disclosed to any third party, other than where such disclosure may be essential for the purposes of considering the proposals for placing a contract.
5.2. The provisions of clause 5.1 shall not apply to any information of the Discloser which:
5.2.1. Can be shown to have been in the possession of the Recipient free from an obligation of confidence prior to disclosure;
5.2.2. Is in the public domain other than through any default of the Recipient;
5.2.3. Subsequently becomes available to the Recipient from any legitimate source free from any obligation of confidentiality or non-use; or
5.2.3. is required to be disclosed to a court of competent jurisdiction, governmental body or applicable regulatory authority provided that the party under such duty to disclose shall give the other party as much prior notice of such disclosure as is reasonably practicable.
6, Standard of Performance
6.1. The Supplier shall supply the Services and the Personnel in accordance with the Order and Project Budget.
6.2. The agency warrants that it will carry out the Services with reasonable care and skill.
6.3. The agency shall ensure that all Personnel provided by it are appropriately qualified and have sufficient experience to enable them to carry out their duties in accordance with the Order.
6.4. The agency shall ensure that the Services will comply with all applicable codes of practice or regulations, whether or not having the force of law.
6.5. Save as expressly set out herein, all other implied warranties, are hereby excluded to the fullest extent permitted by law.
7, Details of Services
7.1 The Project Budget shall be agreed in the following manner:
7.1.1. The Client shall provide The Agency with a request for a Project Budget, setting out the requirements and specifications of the Services, including a description of what work is to be done, the date by which it is requested to be started and finished, and other such information as The Agency may request to allow The Agency to prepare a draft Project Budget. This is commonly referred to as a brief.
7.1.2. The agency shall, as soon as reasonably practicable, provide the Client with a draft Project Budget; and
7.1.3. The agency and the Client shall discuss and agree the draft Project Budget and when it has been agreed they shall both sign a copy of it and it shall become subject to these Terms and Conditions;
7.1.4. The Agency shall charge for the preparation of the Project Budget on a time and materials basis as set out in the Billing Schedule;
7.1.5. Once the Project Budget has been agreed and signed by both parties no amendment shall be made to it unless the amendments are agreed in writing between the parties.
7.1.6. To enable The agency to supply Services that are suitable it is essential that The agency is provided with full details of the requirements of the Client and of the nature of the engagement. If The agency does not receive such information it shall decide with absolute discretion on the type of Services to be supplied to the Client.
7.1.7. The agency will dispose of all kit 1 day after the Event, unless the Client instructs The Agency to do otherwise before this date.
7.1.8. All costs incurred for destroying, storing and handling the Equipment will be charged back to the client by The Agency.
8, The Client’s Obligations
8.1. The Client shall: (a) co-operate with The Agency in all matters relating to the Services; (b) provide, in a timely manner, such information as The Agency may require, and ensure that it is accurate and complete in all material respects.
8.2. The Client shall supply The agency with full details of the nature of the engagement and the requirements of the Client. If The Agency does not receive such information it shall decide with absolute discretion on the type of Personnel to be supplied.
8.3. The Client shall not allow any Personnel to undertake any work other than that which is provided for in the Order.
8.4. Where the Client reasonably considers any Personnel supplied by The Agency to be unsatisfactory; and the Client notifies The agency immediately in writing of the complaint, The agency will endeavour to supply replacement Personnel for the Order for the Client at the earliest opportunity.
8.5. Any rebate on the fees charged by The Agency is entirely at its discretion but can only be considered if the requirements of clause 8.4 are fulfilled.
8.6. Where an Order specifies that the Client is required to supply Equipment or Materials and where the Client fails to supply such Equipment or Materials or supplies such Equipment or Materials late, or supplies incorrect Equipment or Materials to The Agency, then the Client will remain liable for the total agreed fee, notwithstanding that the Order may not be capable of fulfilment by The agency, or is delayed, or materially affected as a result and the Client or The agency is required to supply or make available Equipment for the purposes of the Order.
8.7. If The Agency’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, The Agency shall: (a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay; (b) be entitled to payment of its charges despite any such prevention or delay; and (c) be entitled to recover any additional costs, charges or losses the Client sustains or incurs that arise directly or indirectly from such prevention or delay.
9, Payment
9.1. The Client shall make payments to The Agency in accordance with the Billing Schedule. Standard billing schedule terms are 75% payment before commencement of work and 25% balance payment within 30 days of completion of the Event.
9.2. The agency shall invoice the Client in accordance with the Billing Schedule and the Client shall pay The agency’s fees as stipulated in the Billing Schedule.
9.3. Where The Agency has not received payment within 30 days of the date of the invoice then The Agency shall be entitled, without liability to The Agency, to withhold the supply of all Services and/or Personnel until such payment is received.
9.4. Overdue invoices are subject to a late payment charge. Once the invoice is 15 days overdue, the fee of 2.5% of the total costs will be added for every additional overdue week, until the invoice is paid in full.
9.5. All fees quoted to the Client shall be exclusive of VAT which The Agency shall add to its invoices at 20% rate if inside the UK.
9.6. All sums payable to The Agency under this Agreement shall become due immediately on its termination. This clause (9) is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
10, Liability
10.1. Whilst The Agency endeavours to supply Services and/ or Personnel to fulfil the requirements of the Client, The agency’s liability for:
10.1.1. Any breach of warranty of this Agreement ;
10.1.2. Any breach of this Agreement;
10.1.3. Any claim that the Work infringes third party intellectual property rights (to include patents, copyright, designs or trademarks);
10.1.4. Any failure of the Personnel supplied by The Agency to meet the requirements of the Client for all or any of the purposes for which they are required by the Client;
10.1.5. Any act or omission of the Personnel supplied by The Agency whether wilful, negligent, dishonest, reckless or otherwise; any loss, injury, damage, expense; delay incurred or suffered by the Personnel supplied by The agency Events;
shall be limited to the total price of the Order stated in the Order or Billing Schedule as applicable to which these Terms and Conditions refer, provided that nothing in this clause 10 shall be construed as purporting to exclude or restrict any liability of The Agency to the Client for personal injury or death resulting from negligence (as defined by the Unfair Contract Terms Act 1977) or any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by The Agency nor any statutory liability or any exclusion or limitation which is prohibited by law.
10.2 Under no circumstances shall The agency be responsible for any loss of profits, loss of business or for any indirect or consequential loss arising as a result of any breach by it of this Agreement.
10.3. Under no circumstances shall The Agency be responsible for any loss or damages, loss of profits, loss of business or for any indirect or consequential loss arising as a result of The agency being unable to provide the Client with Personnel or Equipment due to any travel or other restrictions imposed in connection with or as a direct or indirect consequence of the Coronavirus (COVID-19).
11, Responsibility for Personnel
11.1. Unless otherwise agreed by The agency, in relation to the Order the Client is responsible for providing all necessary supervision of Personnel supplied by the Client and for directing and controlling them during the course of any engagement.
11.2. The Client accepts that it is responsible for all acts, errors or omissions of its own employees at an Event whether negligent or not in all respects and the Client will indemnify defend and hold The Agency harmless for and against any loss, damage or expense suffered by The agency and arising out of such matters.
12, Safety of Personnel and Other Requirements
12.1. Unless otherwise agreed by The Agency, in relation to the Order, the Client is responsible for the safety of the Personnel supplied by the Client throughout the performance of an Order and will ensure that all local laws, statutes, bylaws, European Directives and Regulations and other requirements applicable to the Personnel supplied by the Client will be complied with in all respects.
13, Insurance
13.1. Unless otherwise agreed by The Agency, Clients shall ensure that they have adequate insurance to cover the obligations referred to in clauses 10, 11 and 12.
14, Cancellation or Postponement
14.1. Where the Client cancels an Order, The Agency shall be entitled to charge:
14.1.1. If an Event is cancelled 30 days or more prior to the first day of build for the Event, the Client shall be liable to pay 75% of The agency’s quoted charges plus any third party charges incurred (whether paid or not by The agency).
14.1.2. If an Event is cancelled in the period less than 30 days prior to the first day of build for the Event, the Client shall be liable to pay 100% of The agency’s quoted charges plus any third party charges incurred (whether or not paid by The agency).
14.2. Where the Client postpones an Order, The agency shall be entitled to charge:
14.2.1 If an Event is postponed 30 days or more prior to the first day of build for the Event, all quoted charges of The agency incurred to the date of postponement on a time incurred basis plus VAT plus any third party charges incurred (whether or not paid by The agency).
14.2.2. If an Event is postponed in the period less than 30 days prior to the first day of build for the Event, the Client shall be liable to pay at least 75% of The agency’s quoted charges plus any third party charges incurred (whether paid or not by The agency)
15, Variation of Order or Change Control
15.1. In the event that the Client directs The Agency to vary the Order or the quantity or description of the Services and/or Personnel to be supplied, The Agency shall promptly inform The Client in writing of the revised fees and disbursements and impact on time for delivery and The Client shall have 2 working days to accept or reject such revised fee. If The Client does not confirm within such period that the revised fee is not acceptable, the revised fees shall be deemed accepted and effective.
16, Nature of Performance
16.1. In the event of Personnel being required to carry out duties or Services other than those specified at the time of the booking, or the events or promotions in the Order being performed at a different time or take longer than anticipated, an additional fee may be incurred.
17, Permission for Access
17.1. Where performance of the Order requires the obtaining of a licence, right or other permission for access or any other purpose from the local council or any other person then:
17.1.1. It shall be the responsibility of the Agency to obtain such permission.
18, Assignment and Subcontracting
18.1. The Agency may subcontract all or any part of the Order, but shall remain liable for the acts and defaults of its sub-contractors except as set out in clauses 11 and 12.
18.2. The Client may not assign its rights and obligations under this Agreement without the prior written consent of The Agency.
19, Termination
19.1. The Agency may terminate this Agreement forthwith by notice in writing to The Client if The Client:
19.1.1. Is in material breach of this Agreement and not capable or remedy, or in the case of a breach capable of remedy, fails to remedy such breach within 7 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
19.1.2. Passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
19.1.3. Becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
19.1.4. Has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
19.1.5. Has a petition filed for its winding-up;
19.1.6. Has suspended, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
19.1.7. Ceases, or threatens to cease, to carry on business; or
19.1.8. Loses any licence that is required for an Event;
19.1.9. Has any event occur, or proceedings taken, in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.1.1. to clause 19.1.8 (inclusive) above.
19.2. The Client shall on termination immediately account to The Agency for all fees and payments due to The Agency under this Agreement. The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice whether or not there is a period of notice.
20, Survival of Obligations on Termination
Clauses 3, 4, 5, 9, 10, 13, 14, 16 and 20 shall survive termination of this Agreement.
21, Waiver
21.1. No whole or partial waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. The whole or partial failure of The agency to enforce at any time the provisions of this Agreement shall in no way be construed to be a waiver of such provisions nor in any way affect the validity of this Agreement or any part of it or the right of either party to enforce subsequently each and every the agency.
22, Force Majeure
22.1. If due to war, strikes, industrial action short of a strike, import or export embargo, lockouts, accidents, fire, blockade, import or export embargo, flood, natural catastrophes, pandemics, stay-at-home orders, acts of terrorism or other obstacles over which either party has any reasonable control, whether foreseeable or non-foreseeable, the party in default fails to perform any of its obligations under this Agreement, save for any obligations by the Client to pay for cancellation or postponement pursuant to clause 14, the party in default shall not be held responsible for any loss or damage which may be incurred as a result of such failure. Should the event of Force Majeure continue for longer than one month, the party adversely affected shall have the option of terminating this Agreement immediately without further liability, save for any obligations by the Client to pay for cancellation or postponement pursuant to clause 14, other than such liabilities as have already accrued when the Agreement ends.
23, Severance
23.1. If any part of this Agreement is found by a court of competent jurisdiction, or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Agreement, the parties shall promptly commence good faith negotiations to remedy such invalidity.
24, Entire Agreement
24.1. This Agreement and the documents referred to herein is the complete and exclusive statement of the agreement between the parties relating to the subject matter of this Agreement which supersedes all previous communications, agreements and other arrangements, written or oral. It is expressly agreed that no variation of this Agreement shall be effective, unless in writing and signed by both parties.
25, Notices
25.1. Any notice, invoice or other communication, which either party is required by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its specified address on the Order (or such other address as is notified to the other party in writing), as follows: by hand; by registered, or first-class post, or recorded delivery; confirmed by registered or first-class post or recorded delivery or by email transmission provided receipt is acknowledged. Notices sent by registered post or recorded delivery shall be deemed to being served 2 working days following the day of posting. Notices sent by email transmission shall be deemed to being served on the day of transmission if transmitted and acknowledged before 4.00pm on a working day, but otherwise on the next following working day. In all other cases, notices are deemed to being served on the day when they are actually received.
26, Data Protection
26.1 For the purposes of these T&Cs, the following definitions shall apply:
“Applicable Law” means (i) any and all laws, statutes, regulations, by-laws, orders, ordinances and court decrees that apply to the performance and supply of the Services or the processing of Client Personal Data, and (ii) the terms and conditions of any applicable approvals, consents, exemptions, filings, licences, authorities, permits, registrations or waivers issued or granted by, or any binding requirement, instruction, direction or order of, any applicable government department, authority or agency having jurisdiction in respect of that matter.
“Client Personal Data” means personal data provided or made available to the Agency, or collected or created for Client, in connection with the Agreement.
“Data Protection Legislation” means all Applicable Laws and codes of practice applicable to the processing of personal data including the GDPR.
“DP Losses” means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material and non-material damage); and (b) to the extent permitted by Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a court or regulatory authority; (ii) compensation to a data subject ordered by a court or regulatory authority; and (iii) the costs of compliance with investigations by a regulatory authority.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018, as may be amended from time to time.
“Processing Instructions” has the meaning set out in clause 32.3.
“Security Incident” means the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, Client Personal Data while in the custody of the Agency or a Sub-Processor.
“Sub-Processor” means another processor engaged by the Agency for carrying out processing activities in respect of Client Personal Data on behalf of Client.
“Controller”, “data subject”, “personal data”, “processing” and “processor” have the meanings set out in the GDPR (and related terms such as “process” have corresponding meanings).
26.2 In respect of all processing of Client Personal Data carried out pursuant to this Agreement the parties agree that the Agency is the processor and that Client is the controller. The parties shall comply with and process all Client Personal Data in accordance with applicable Data Protection Legislation.
26.3 The Agency shall: (a) unless Applicable Law requires otherwise, only process Client Personal Data on and in accordance with Client’s documented instructions as set out in the SOW or otherwise in writing (“Processing Instructions”); (b) unless prohibited by Applicable Law, notify Client if Applicable Law requires it to process Client Personal Data other than in accordance with Processing Instructions (such notification to be given before such processing commences); and (c) notify Client if, in its opinion, the processing of Client Personal Data in accordance with Processing Instructions infringes Data Protection Legislation.
26.4 The Agency shall not permit any Sub-Processor to process Client Personal Data without Client’s prior written approval (not to be unreasonably withheld, conditioned or delayed) (approval being already granted in relation to those Sub-Processors set out in the Order Form), and entering into a contract which binds the Sub-Processor to substantially similar obligations with respect to the processing of Client Personal Data as to which the Agency is bound by this Agreement. The Agency agrees that if a Sub- Processor fails to fulfil its obligations the Agency shall remain fully liable to Client for the Sub-Processor’s performance.
26.5 After the business purposes for which Client Personal Data was processed have been fulfilled (or earlier upon Client’s written request) the Agency shall, at Client’s option, either delete or return all Client Personal Data and delete any existing copies of the same (unless storage of such copies is required by Applicable Law).
26.6 If the Services are altered during the term of the Agreement and the altered Services involve new or amended processing of Client Personal Data, the parties will ensure that the Processing Instructions are updated as appropriate before such processing commences.
26.7 Client warrants and represents that: (a)the processing of Client Personal Data by Client will be carried out in accordance with Data Protection Legislation; (b) the Agency is entitled to process Client Personal Data pursuant to the Agreement for the purpose of providing the Services and such use will comply with Data Protection Legislation; (c) all Client Personal Data provided by Client to the Agency is necessary, accurate and up-to-date; (d) all Processing Instructions shall at all times be in accordance with Data Protection Legislation; and (e) it is satisfied that: (i) the Agency’s processing operations are suitable for the purposes for which Client proposes to use the Services and engage the Agency to process Client Personal Data; and (ii) the Agency has sufficient expertise, reliability and resources to implement technical and organisational measures that meet the requirements of Data Protection Legislation.
26.8 The Agency shall: (i) implement and maintain throughout the term of the Agreement appropriate technical and organisational measures intended to protect Client Personal Data against accidental, unauthorised or unlawful access, disclosure, alteration, loss, damage or destruction; and (ii) take reasonable steps to ensure that its personnel do not process Client Personal Data other than in accordance with Processing Instructions (unless required to do so by Applicable Law) and are obligated to maintain the security and confidentiality of any Client Personal Data to which they have access.
26.9 The Agency shall, without undue delay, notify Client if: (a) becomes aware of a Security Incident; or (b) it receives a request from or on behalf of a data subject of Client Personal Data to exercise any of the rights given to data subjects by Data Protection Legislation.
26.10 The Agency shall (at Client’s expense) provide such further information and assistance as Client reasonably requires in handling and responding to such notifications in accordance with its obligations under Data Protection Legislation.
26.11 Subject to reasonable written advance notice from Client the Agency shall: (a) permit Client to conduct (and shall contribute to) audits and inspections of its systems and processes in relation to the processing of Client Personal Data subject to Client ensuring: (i) that such audit or inspection is undertaken during normal business hours and with minimal disruption to the Agency’s business and the business of other clients of the Agency; (ii) that all information obtained or generated by Client or its auditor(s) in connection with such audits and inspections is kept strictly confidential (save for disclosure to a regulatory authority or as otherwise required by Applicable Law); and (iii) the auditor signs an NDA approved in advance by the Agency; (b) give Client such information as is reasonably necessary to verify that the Agency is in compliance with its obligations under Data Protection Legislation; and (c) co-operate and assist Client with any data protection impact assessments and consultations with any regulatory authority that Client reasonably considers are relevant pursuant to Data Protection Legislation in relation to Client Personal Data. The cost of such audit, inspection, provision of information or data protection impact assessment shall be borne by Client. Client may require the Agency to conduct an audit or inspection of the Sub-
Processor’s systems and processes in relation to the processing of Client Personal Data. The cost of such an audit or inspection shall be borne by Client.
26.12 Client shall indemnify and keep indemnified the Agency in respect of all DP Losses suffered or incurred by, awarded against or agreed to be paid by, the Agency and any Sub-Processor arising from or in connection with any: (a) non- compliance by Client with Data Protection Legislation; (b) processing carried out by the Agency or any Sub-Processor pursuant to any Processing Instruction that infringes Data Protection Legislation; or (c) breach by Client of any of its obligations under this Agreement, except to the extent that the Agency is liable under clause 32.13.
26.13 Subject to clauses 29 and 30, the Agency shall indemnify Client for DP Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement: (a) only to the extent caused by the processing of Client Personal Data under this Agreement and directly resulting from the Agency’s breach of this Agreement; and (b) in no circumstances to the extent that any DP Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this Agreement by Client.
27, Miscellaneous
27.1. The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
27.2. This Agreement shall be construed in accordance with, and governed by, the law of England and Wales and both parties hereby irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to resolve any controversy, or claim of whatever nature arising out of, or relating to this Agreement, or any alleged breach of it.
ENDS
