Novem Terms and Conditions

NOVEM LIMITED SUPPLIER TERMS AND CONDITIONS FOR SUPPLY OF IT SERVICES

• Interpretation

In these Conditions, the terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” have the meanings given to them in the Data Protection Legislation. In addition, the following definitions apply:

References to persons shall include a natural person, company, LLP, corporate, firm, partnership, joint venture, association, trusts, unincorporated bodies and associations and reference to any Party or person shall include their personal representatives, successors and permitted assigns.

References to the singular shall include the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa.

References to Schedules are to the Schedules attached to the Order Form and the Schedules form part of and are incorporated into the Contract.

References to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

The headings in the Contract are included for convenience only and shall not affect the interpretation or construction of the Contract.

References to include, includes and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

Order Process and Supply of the Services

The Proposal will be sent by the Supplier to the Customer by email and constitutes an offer by the Supplier to supply the Services to the Customer in accordance with the terms of the Contract. The offer shall remain valid and capable of acceptance by the Customer for a period of 30 days from the date the Proposal is sent by email to the Customer.

The Customer shall be deemed to have accepted the terms of the Proposal and the documents referred to in and/or attached to the Proposal (including these Conditions) when the Customer completes the Customer contact sections in the Order Form and submits the (otherwise unamended) Proposal via DocuSign to the Supplier and upon such date the Contract shall come into existence (the Commencement Date).

If the Customer does not complete the Order Form and return the Proposal via DocuSign within the timeframe stated in Condition 2.1, then the offer shall automatically expire and will no longer be capable of acceptance.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Subject to the terms of the Contract and in consideration of the Customer paying the Charges to the Supplier, the Supplier undertakes to use its reasonable endeavours to:

supply the Services as from the Commencement Date or the Service Start Date (as the context requires) in accordance with the Contract in all material respects;

meet any performance dates and/or delivery dates agreed in writing with the Customer from time to time but any such dates, shall be estimates only and time for performance and/or delivery by the Supplier shall not be of the essence of the Contract; and

observe all health and safety and security requirements that apply at the Customer’s premises that have been communicated to it under Condition 4.1.5 where the Supplier is to provide all or any part of the Services at the Customer’s premises and provided always that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

The Supplier may at any time and without notifying the Customer make any changes to the Services which are necessary to comply with any Laws or which do not materially affect the nature or quality of the Services.

Unless otherwise specified in the Proposal, the Services shall be provided remotely at the Supplier’s premises.

The Proposal is intended to be for information only and is not intended to be legally binding save for:

the Order Form contained in the Proposal; and

for the avoidance of doubt, the sections of the Proposal which are expressly stated in the Order Form to be legally binding.

Order of precedence

The Contract is made up of the following:

the Order Form;

the sections of the Proposal expressly stated in the Order Form to be legally binding; and

these Conditions.

If there is any conflict or ambiguity between the Order Form, sections of the Proposal expressly stated to be legally binding and these Conditions, the document ranked higher in the list above shall have priority.

Customer’s Obligations

The Customer shall and shall procure that the Customer’s employees, agents and representatives shall:

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

comply with all obligations of the Customer set out in the Contract and in particular, the Schedule;

appoint a Customer Contract Manager for the Services, who shall have the authority to contractually bind the Customer on matters relating to the Services and notify the Supplier of any changes to the same during the term of the Contract;

provide to the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge:

access to the Customer's premises, network, hardware, software, data and other facilities, as reasonably required by the Supplier;

the Input Data and such other information as required to enable the Supplier to provide the Services and where appropriate, such information shall from part of the Input Data, and ensure that all of the foregoing information and Input Data is complete and accurate as reasonably required by the Supplier (its third party providers, agents, subcontractors, consultants and employees) in connection with the Services;

inform the Supplier of all health and safety and security requirements that apply at the Customer's premises where Services are to be provided;

obtain and maintain all necessary licences, consents and permissions necessary and comply with all Laws as required, to enable the Supplier to provide the Services and perform its obligations under the Contract;

without affecting its other obligations under the Contract, comply with all Laws which apply to the Customer in connection with the Contract; and

carry out all other Customer obligations and responsibilities set out in the Contract in a timely and efficient manner.

Title and risk

Risk in Equipment shall pass to the Customer at the time of delivery of the Equipment (which shall not be of the essence) at the agreed delivery location.

Title to any Equipment shall not pass to the Customer until the Supplier has been paid in full for such Equipment.

The Supplier shall be entitled to issue its invoice for the Equipment in accordance with the Payment Terms or as otherwise set out in the Contract.

Delays

If, at any time, a Party becomes aware of any cause, matter or circumstance that it considers may or is likely to cause a delay, it shall as soon as reasonably practicable notify the other Party of such fact.

Each Party shall take reasonable steps to eliminate or mitigate any delays.

If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any of its obligations under the Contract (a Customer Default); without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to:

suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; and

adjust any timescales as reasonably necessary to take account of such Customer Default and the Supplier shall not be in breach of the Contract as a result of a failure to meet a particular date or timescale where such failure is as a result of or arises in connection with a Customer Default;

the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Condition 6.3; and

the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Charges and Payment

The Customer shall pay the Charges to the Supplier in respect of the Charges for the Services as set out in the Proposal or as otherwise set out in the Contract.

The Supplier shall be entitled to issue its invoice in respect of the Charges for the Services in accordance with the Payment Terms or as otherwise set out in the Contract.

The Customer shall ensure that all payment and contact information set out in the Proposal or provided to the Supplier is accurate and up to date throughout the term of the Contract.

Where Services are to be provided outside Working Hours the Charges shall be invoiced, calculated and payable on the basis set out in the Proposal.

The Supplier shall (unless otherwise agreed between the Parties) be entitled to invoice the Customer for the Charges in advance of each month for Services to be performed during that month (as determined by the Supplier in its absolute discretion).

Unless stated otherwise, the Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date:

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 7.7.1 will accrue each day at 8 % a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and

the Supplier may suspend all or part of the Services until payment has been made in full.

All sums payable to the Supplier under the Contract:

are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;

shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Law); and

shall be non-refundable.

The Supplier reserves the right to amend the Charges for the Services in any Renewal Term by providing the Customer with at least 42 days’ written notice prior to the expiration of the immediately preceding Initial Term or Renewal Term (as applicable).

Suspension

The Supplier shall be entitled to suspend the Services in any of the following circumstances:

the Customer prevents or delays scheduled maintenance work; or

the Customer commits, in the reasonable opinion of the Supplier, an act of fraud or misuse of the Services; or

any service provider or supervisory/regulatory authority communicates to the Supplier, or the Supplier reasonably suspects, that the Customer’s use of Services is in breach of the terms of the Contract or applicable Law.

Confidentiality

Each Party may have access to Confidential Information of the other Party under the Contract. A Party's Confidential Information shall not include information that:

is or becomes publicly known through no act or omission of the receiving Party:

was in the other Party's lawful possession prior to the disclosure;

is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or

is independently developed by the receiving Party, which independent development can be shown by written evidence.

Subject to Condition 9.4, each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of the Contract.

Each Party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.

A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Condition 9.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

This Condition 9 shall survive termination of the Contract for any reason.

Warranties

Each Party represents, warrants and undertakes that:

it has full capacity and authority and all necessary consents to enter into and to perform the Contract and to grant the rights and licences referred to in the Contract and that the Contract is executed by its duly authorised representative and represents a binding commitment on it; and

without affecting its other obligations under the Contract, it shall comply with Laws in the performance of its obligations under the Contract.

The Supplier warrants that it will perform the Services with reasonable care and skill; and

it will ensure that all access to the Customers computer systems and network by the Supplier and its employees and contractors is for purposes which are proper and necessary for the performance of the Services, and that such access complies with all reasonable rules, procedures and requirements as may be agreed between the Customer and the Supplier in writing from time to time.

A Party shall give written notice to the other Party as soon as it is reasonably able upon becoming aware that the other Party is in breach of a warranty.

Notwithstanding anything to the contrary in the Contract, the Supplier shall have no liability to remedy a breach of warranty where such breach arises as a result of any failure on the part of the Customer (including a Customer Default) to observe and perform its obligations under the Contract.

Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Services are hereby excluded to the fullest extent permitted by Law.

Limitation of Liability

The following provisions set out the entire liability of the Supplier (including any liability for the acts and omissions of the Supplier’s officers, employees, agents and contractors) in respect of:

any breach of its contractual obligations arising under and/or in connection with the Contract;

any misrepresentation, mis-statement or tortious act or omission (including negligence but excluding any of the same made fraudulently) arising under or in connection with the Contract;

any other provision of the Contract; and

any act or omission on the part of the Supplier or the Supplier’s officers, employees, agents and contractors, falling within Conditions 11.1.1 to 11.1.2 (inclusive),

(a Liability Event).

Notwithstanding anything to the contrary in the Contract, nothing in the Contract shall limit or exclude the Supplier’s liability:

for death or personal injury resulting from its own negligence or that of the Supplier’s officers, employees, agents and contractors;

fraud or fraudulent misrepresentation; or

to the extent that such liability action or exclusion is not permitted by Law.

Except as expressly and specifically provided in the Contract the Supplier shall have no liability or responsibility for any loss or damage arising out of or in connection with any actions taken by the Supplier at the Customer’s direction.

Subject to Condition 11.2, the total liability of the Supplier in respect of all Liability Events arising in relation to the Services or otherwise under the Contract in any Contract Year shall be limited to 125% of the Charges paid in the immediately preceding Contract Year or in respect of the first Contract Year, 125% of the Charges paid up to the date the circumstances giving rise to the claim arose.

Subject to Condition 11.2, the Supplier shall not be liable to the Customer in respect of any Liability Event for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly and whether the loss or damage arise in contract, tort (including negligence) or otherwise howsoever, which falls within the following categories:

loss of profits or turnover;

loss of anticipated savings;

loss of business opportunity;

loss of goodwill;

loss or corruption of data or information;

damage to reputation; or

any special, indirect or consequential loss,

provided that this Condition 11.5 shall not prevent claims for direct financial loss that are not excluded by Condition 11.5.1 to 11.5.7 inclusive.

The Supplier shall not be liable for any damage or losses or any additional damage or losses to the extent they arise result of or in connection with any failure of the Customer to observe and perform its obligations under the Contract.

If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract.

The Supplier shall have no liability to the Customer in respect of any Liability Event unless the Customer shall have served notice of the same upon the Supplier within 3 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.

The Customer declares and acknowledges that it has considered the provisions of this Condition 11 in detail including each of the limitations and considers them reasonable in the circumstances having considered among other factors, the subject matter of the Contract and having had the opportunity to obtain independent legal advice on the same.

Indemnity

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Contract, including any claims brought against the Supplier alleging that any Equipment and/or Services provided by the Supplier in accordance with the Proposal or the Contract infringes the Intellectual Property Rights of a third party.

Data Protection

The Parties agree that if the provision of the Services involves the processing of personal data by the Supplier on behalf of the Customer, Schedule 1 shall apply to the Contract.

Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

Term and Termination

The Contract shall commence on the Commencement Date and shall continue for the Initial Term and any Renewal Term (as applicable), unless terminated earlier in accordance with this Condition 15.

Either Party may terminate the Contract by notifying the other party, in writing, 28 days before the date of the expiry of the Initial Term, or the Renewal Term, as applicable.

Without affecting any other rights or remedy available to the Supplier, if the Customer fails to pay any Charges on their due date for payment, or if the Supplier is otherwise entitled to terminate the Contract, the Supplier may at its sole discretion suspend the provision of the Services (until such time as the breach has been remedied to the satisfaction of the Supplier) without the requirement to give notice to the Customer.

Without affecting any other rights or remedies of a Party, a Party may terminate the Contract immediately by notice in writing to the other if:

the other Party commits any material breach of any term of the Contract which is not capable of remedy;

the other Party commits a material breach of the Contract which is capable of remedy, and the other Party fails to remedy the same within 30 days of a written notice from the non-breaching Party giving particulars of the breach and requiring it to be remedied;

in accordance with Condition 18.

The Contract may be terminated immediately by the Supplier giving written notice to the Customer if:

at any time, there is a change of Control of the Customer;

the Customer makes a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the Customer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);

the other Party shall cease to carry on its business or substantially the whole of its business or threatens to do any of the same;

if any event analogous to the events set out in Conditions 15.5.2 shall occur in any jurisdiction in which the Customer is incorporated or resident or carries on business.

Consequences of Termination

On termination or expiry of the Contract:

• each Party shall as soon as reasonably practicable return or destroy the Confidential Information of the other Party;
• the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall become payable immediately on receipt; and

no Charges shall be refundable for any reason;

all licences and rights granted to the Customer in respect of the Services including pursuant to Condition 14, shall automatically terminate.

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry, nor shall it affect the coming into, or continuance in force of any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after termination.

Non Solicitation

The Customer shall not, during the period commencing on the Commencement Date and continuing until the expiry of 12 months following termination of the Contract, (except with the Supplier’s prior written consent) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the Supplier’s employment, any employee, worker or independent contractor of the Supplier who is during the continuance of the Contract employed or engaged in the provision of the Services or any services to the Customer.

If the Customer commits a breach of Condition 17.1, it shall, without prejudice to any other rights or remedies the Supplier may have, pay to the Supplier as liquidated damages a sum equal to 12 months basic salary or the annual fee that was payable by the Supplier to that employee, worker or independent contractor plus the recruitment costs incurred by the Supplier in replacing such person. Such sum shall be payable on demand or the Supplier may deduct it from payments due to the Customer.

The Parties confirm that these liquidated damages are reasonable and proportionate to protect the Supplier’s legitimate business interests.

Force Majeure

Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month or more, the Party not affected by the event, circumstances or cause beyond its reasonable control may terminate the Contract by giving written notice to the other Party.

Anti-Bribery

The Parties shall comply with all laws relating to anti-bribery and anti-corruption including the Bribery Act 2010.

Assignment

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.

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

General

Waiver. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Remedies. Except as expressly provided for in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

Variation. Subject to Condition 2.6 and except as expressly provided in the sections of the Proposal expressly stated to be legally binding, no variation of the Contract shall be effective unless it is in writing and signed by an authorised representative of each Party.

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

Third Party Rights. A person who is not a Party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party, except as expressly authorised by the Customer or the Supplier (as the case may be).

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

Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or the Order Form. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Notices.

Any notice given to a Party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Working Day delivery service at its registered office (if a company) or its principal place of business (in any other case), sent by email to such email address as the parties may choose from time to time.

Any notice shall be deemed to have been received:

• if delivered by hand, on signature of a delivery;
• if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day (excluding Saturdays, Sundays and public bank holidays) after posting or at the time recorded by the delivery service;
• if sent by email, at 9.00 am on the next Working Day (excluding Saturdays, Sundays and public bank holidays) after transmission.

This Condition 21.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Counterparts. The Contract may be executed in any number of counterparts, each of which when taken together shall together constitute one and the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart.

Governing Law and Jurisdiction

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

The Parties irrevocably agree that the courts of England and Wales shall 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).

• Schedule 1 Data Processing Terms
  
• Data Processing Terms
  • The Parties hereby agree that they shall comply with their respective obligations under the Data Protection Legislation.
  • The Supplier acknowledges that, for the purposes of the Data Protection Legislation, the Customer is the controller. The Customer acknowledges that the Supplier is the processor of Customer Personal Data. A general description of the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data is set out in paragraph 2 of this Schedule.
  • The Supplier shall, in relation to any Customer Personal Data processed in connection with the provision of the Services and the performance of its obligations under the Contract:
    • only process the Customer Personal Data for the purpose set out in paragraph 2 of this Schedule and not for any other purpose unless the Supplier is acting on the written instructions of the Customer or where otherwise required to do so by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier (Applicable Law). Where the Supplier is relying on Applicable Law as the basis for processing Customer Personal Data, it shall notify the Customer of this before performing the processing required by the Applicable Law (unless prohibited by such Applicable Law);
    • ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    • ensure that all personnel who have access to and/or process personal data are obliged to keep the Customer Personal Data confidential;
    • not transfer the Customer Personal Data outside of the European Economic Area without the Customer’s written consent, and subject always to the relevant conditions of the Data Protection Legislation being complied with;
    • at the Customer’s expense, assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • notify the Customer without undue delay on becoming aware of a personal data breach;
    • at the Customer’s written direction, delete or return the Customer Personal Data and copies thereof to the Customer unless required by Applicable Law to store the Customer Personal Data; and
    • maintain complete and accurate records and information to demonstrate its compliance with this Schedule.
  • The Customer agrees that the Supplier may appoint such sub-processors to process the Customer Personal Data as the Supplier deems appropriate for the proper performance of the Contract, provided that the Supplier shall impose contractual terms on the sub-processor which are no less onerous than those set out in this Schedule.
  • Without prejudice to the generality of any other provisions of the Conditions, the Supplier may revise this Schedule by replacing it with any applicable controller to processor standard clauses or similar terms from time to time (which shall apply when replaced by attachment to this Contract).
• Scope nature and purpose of processing