Purchase Order Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following words and phrases shall have the following meanings:

“Applicable Laws”: means the law and any other regulations, directives, legislation, treaties, enactments, statutes, proclamations, decree, decisions, notices, orders, rules (including without limitation, any rules or decisions of the courts), local government rules, statutory instruments and codes applicable in the UK as may vary from time to time.

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

“Business Hours”: means between 9am and 5pm on a Business Day.

“Certificate of Conformance”: means a certificate signed on behalf of the Supplier by an appropriately qualified representative confirming that Goods conform to the Goods Specification.

“Commencement Date”: has the meaning set out in clause 2.5.

“Conditions”: means these Purchase Order Terms and Conditions for the Supply of Goods and/or Services.

“Contract”: means the contract between Parkingeye and Supplier consisting of the Order, the Price List (if any), these Conditions and any other documents specified in the Order.

“Data Protection Policy”: means Parkingeye’s policy relating to data protection attached as a Schedule to these Conditions.

“Deliverables”: means all works, documents, products and materials developed by the Supplier or the Supplier’s Personnel as part of or in relation to, the Services in any form or media including without limitation, drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

“Delivery Date(s)”: has the meaning set out in clause 5.1.

“Goods”: means the goods (or any part of them) specified in the Order.

“Goods Specification”: means the specification for Goods including any related plans and drawings, set out or referred to in, the Order.

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

“Order”: means Parkingeye’s purchase order accompanying these Conditions.

“Parkingeye”: means Parkingeye Limited (company number 05134454).

“Parkingeye’s Premises”: means any premises owned or used by Parkingeye.

“Parties”: means the parties to the Contract being both Parkingeye and the Supplier and “Party” shall mean either of them, as the context requires.

“Personnel”: means any and all directors, officers, employees, staff, workers, agents, consultants and professional, legal advisors and other advisors of a Party and those of its subcontractors (including a subcontractor of a subcontractor) as may vary from time to time.

“Price List”: means a list of prices for Goods, charges for Services and charges for delivery which has been agreed by the parties in writing in advance that shall be payable by Parkingeye to the Supplier for all Goods and/or Services provided under the Contract (where applicable).

“Services”: means the services (including without limitation, any Deliverables) as more particularly set out in the Service Specification.

“Service Specification”: means the description or specification of the Services as set out or incorporated by reference in the Order.

“Supplier”: means the person, firm or company named in the Order as the supplier of Goods and/or Services to Parkingeye.

“Supplier’s Premises”: means any premises owned or used by the Supplier.

“VAT”: means Value Added Tax as the applicable rate as may vary from time to time.

1.2 References to clauses are references to the clauses of these Conditions and references to paragraphs are references to the paragraphs of the Schedule to these Conditions.

1.3 Clause, Schedule and paragraph headings in these Conditions are for convenience only and shall not affect the interpretation of the Contract.

1.4 A reference to a statute or statutory provision in these Conditions or the Contract is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.5 A reference to a Party includes its personal representatives, successors or permitted assigns.

1.6 Any reference to a person shall be to all legal persons of whatever kind and shall include incorporated and unincorporated persons.

1.7 In the event of any conflict or inconsistency between the documents comprising the Contract, they shall have precedence in the following order:

(a) the Order;

(b) these Conditions;

(c) the Data Protection Policy; and thereafter

(d) any other documents specified in the Order.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by Parkingeye to purchase Goods and/or Services from the Supplier subject to and in accordance with, these Conditions and any specific terms set out in the Order.

2.2 These Conditions apply to the Contract to the exclusion of all other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Contract comprises the entire agreement between the Parties and replaces any previous agreement relating to the same subject matter.

2.3 Parkingeye will submit Orders electronically via its e-procurement system to the Supplier having accepted and on-boarded the Supplier as an approved supplier to Parkingeye capable of receiving Orders by such means.

2.4 The Supplier shall not supply and Parkingeye shall not be obliged to pay for, any Goods and/or Services that have not been ordered by Parkingeye, on a duly authorised Order issued by Parkingeye via its e-procurement system to the Supplier.

2.5 Unless the Supplier has notified Parkingeye in writing that it does not accept the Order, the Order shall be deemed to be accepted by the Supplier on the earlier of:

(a) the Supplier issuing written acceptance of the Order; or

(b) a date that is fourteen (14) days from the date of issue of the Order; or

(c) when any act consistent with fulfilling the Order is taken by the Supplier,

at which point and on which date, the Contract shall come into existence (being the “Commencement Date”).

2.6 All of the provisions set out in these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is expressly stated.

3. SUPPLY OF GOODS

3.4 are free from defects in design, materials and workmanship;

3.5 are new and free from second-hand, counterfeit and/or replica components;

3.6 are free of any third party lien, claim, title or interest; and

3.7 are the sole property of the Supplier and that it has full and unrestricted rights and authority to supply them to Parkingeye.

4. SUPPLY OF SERVICES

4.1 The Supplier shall provide the Services to Parkingeye strictly in accordance with the terms of the Contract from the Commencement Date for the entire duration of the Contract.

4.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by Parkingeye.

4.3 In providing the Services, the Supplier shall ensure:

(a) it co-operates with Parkingeye in all matters relating to the Services and complies with all reasonable instructions of Parkingeye;

(b) it performs the Services with all due care, skill and diligence and in accordance with best practice in the Supplier’s industry, profession or trade;

(c) that the Supplier’s Personnel are suitably trained, qualified, skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

(d) that the Services and Deliverables conform in all respects with the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Parkingeye;

(e) it provides all equipment, tools and vehicles and such other items as are required to provide the Services (except to any extent agreed with Parkingeye in writing in advance);

(f) it uses the best quality goods, materials, standards and techniques, and that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Parkingeye, are of satisfactory quality and free from defects in workmanship, installation and design; and

(g) it does not do nor omit to do, anything which will or may cause Parkingeye to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Parkingeye may rely or act on the Services.

5. DELIVERY

5.1 The Supplier shall deliver Goods and/or perform Services at the delivery location on the date(s) specified in the Order or if none are specified, then within five (5) Business Days of the issue of the Order by Parkingeye during Business Hours only unless instructed otherwise by Parkingeye (“Delivery Date(s)”). Time shall be of the essence for the performance of the Supplier’s obligations under this clause 5.1 and the provisions of clause 7.1 shall apply.

5.2 The Supplier shall ensure that:

(a) Goods are packaged safely so as to protect such Goods during transportation, unloading or storage and that all cases, packages or items are separately numbered; and

(b) each delivery of Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of such Goods (including the code/packing number of such Goods where applicable), any special storage instructions, together with a Certificate of Conformance (where applicable).

5.3 The Supplier shall deliver the quantity of Goods ordered strictly in accordance with the Order, failing which Parkingeye may reject such Goods and any rejected Goods shall be returned at the Supplier’s risk and expense.

5.4 Delivery of Goods and/or Services may only be made in instalments if specified in the Order or through express written instruction from Parkingeye.

5.5 Title and risk in Goods shall pass to Parkingeye on completion of delivery. Delivery of such Goods shall be completed when unloaded by the Supplier and delivered into Parkingeye’s possession at the delivery location.

6. WORK AT PREMISES

6.1 The Supplier shall ensure that, any Services or work carried out by the Supplier and shall procure that any Services or work carried out for or on behalf of the Supplier by the Supplier’s Personnel, at Parkingeye’s Premises shall:

(a) be on such date(s) and at such time(s) as agreed with Parkingeye in writing in advance;

(b) be subject to Parkingeye’s conditions of work applicable at Parkingeye’s Premises (copies available upon request);

(c) comply with all Applicable Laws relating to Parkingeye’s Premises including but not limited to, the Health & Safety at Work Act 1974, the Management of Health & Safety at Work Regulations 1999 and the Environmental Protection Act 1990; and

(d) meet any regulatory requirements regarding environmental compliance in accordance with an appropriate management system such as ISO14001 or equivalent.

6.2 The obligations set out at clause 6.1(c) and clause 6.1(d) shall also apply to the Supplier’s Premises in respect of the Services and any other work carried out for or on behalf of Parkingeye.

7. PARKINGEYE REMEDIES

7.1 If the Supplier fails to deliver  Goods and/or perform Services by the Delivery Date(s), then without limiting its other rights or remedies, Parkingeye shall have one or more of the following rights:

(a) to cancel an Order and terminate the Contract, either in whole or in part, at any time with immediate effect upon giving written notice to the Supplier without further liability;

(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

(c) to recover from the Supplier any costs incurred by Parkingeye in obtaining substitute goods and/or services from a third party;

(d) to have refunded all sums where Parkingeye has paid in advance for Goods and/or Services that have not been delivered by the Supplier; and

(e) to claim damages for any additional costs, loss or expenses incurred by Parkingeye which are in any way attributable to the Supplier’s failure to meet the Delivery Date(s).

7.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3 (Supply of Goods), then without limiting its other rights or remedies, Parkingeye shall have one or more of the following rights, whether or not it has accepted the Goods:

(a) to cancel an Order and terminate the Contract, either in whole or in part, at any time with immediate effect upon giving written notice to the Supplier without further liability;

(b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s risk and expense;

(c) to require the Supplier to repair or replace the rejected Goods within fourteen (14) days of notification or to provide a full refund of the price of the rejected Goods (to any extent paid);

(d) to refuse to accept any subsequent delivery of Goods which the Supplier attempts to make;

(e) to recover from the Supplier any costs incurred by Parkingeye in obtaining substitute goods from a third party; and

(f) to claim damages for any additional costs, loss or expenses incurred by Parkingeye arising from the Supplier’s failure to supply Goods in accordance with the undertakings at clause 3 (Supply of Goods).

7.3 Parkingeye may withhold from making any advance payments agreed under the Contract if the Supplier has breached the Contract until such time as the breach is remedied to Parkingeye’s reasonable satisfaction.

7.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

7.5 Parkingeye’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.

8. PARKINGEYE OBLIGATIONS

 Parkingeye shall provide the Supplier with:

8.1 access to Parkingeye’s Premises; and

8.2 provide such information as the Supplier may reasonably request,

to any extent that Parkingeye considers reasonably necessary to enable the Supplier to supply the Goods and/or Services.

9. CHARGES AND PAYMENT

9.1 The price for Goods and/or the charges for Services must be:

(a) agreed with and signed off by, Parkingeye in writing in advance, either in the form of a Price List (if any) or otherwise;

(b) exclusive of VAT and include every cost, charge and expense of the Supplier directly or indirectly incurred in connection with the supply of such Goods and/or Services (no additional costs, charges or expenses shall apply unless agreed with and signed off by, Parkingeye in writing in advance); and

(c) set out in the Order;

9.2 Any changes proposed by the Supplier to the prices / charges in any Price List, shall not be effective unless:

(a) the Supplier notifies Parkingeye in writing of such changes not less than 90 days prior to it proposing that such changes take effect; and

(b) such changes are agreed with and signed off by, Parkingeye in writing in advance.

9.3 Once an Order has been placed by Parkingeye that has been accepted by the Supplier in accordance with clause 2.5, the price for any Goods and the charges for any Services ordered shall not be subject to change, save where agreed with and signed off by, Parkingeye in writing in advance. Any request by the Supplier to increase the price for Goods and/or the charges for Services shall be limited to, an amount equal to any increase in costs to the Supplier of supplying the relevant Goods and/or Services only and must be supported by reasonable documentary evidence. If the Parties are unable to come to an agreement within fourteen (14) days of any such Supplier’s request, Parkingeye shall be entitled cancel the Order and terminate the Contract, either in whole or in part, at any time with immediate effect upon giving written notice to the Supplier without further liability.

9.4 In respect of Goods, the Supplier shall invoice Parkingeye on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Parkingeye on completion of the Services. Each invoice shall include such supporting information required by Parkingeye to verify the accuracy of the invoice including but not limited to, the relevant Order number.

9.5 In consideration of the supply of Goods and/or Services by the Supplier, Parkingeye shall pay the invoiced amount to a bank account nominated in writing by the Supplier within sixty (60) days of receipt of a valid and correct invoice.

9.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by, the Supplier in providing the Services, and the Supplier shall allow Parkingeye to inspect such records at all reasonable times on request.

9.7 Parkingeye may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Parkingeye against any liability of Parkingeye to the Supplier, whether any such liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 In respect of the Goods and any goods, products or materials that are transferred to Parkingeye as part of the Services under the Contract including without limitation, the Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to all such items and that at the Delivery Date(s), it has full and unrestricted rights to sell and transfer all such items to Parkingeye.

10.2 The Supplier assigns to Parkingeye, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the work or products arising from or in connection with, the Services (including the Deliverables).

10.3 The Supplier shall promptly at Parkingeye’s request:

(a) do or procure to be done, all such further acts and things;

(b) provide or procure the provision of any necessary information and/or know how to Parkingeye; and

(c) execute all documents,

required for the purpose of securing for Parkingeye, the full benefit of the Contract including without limitation, all right, title and interest in and to, the Intellectual Property Rights to be assigned to Parkingeye in accordance with clause 10.2.

11. INDEMNITY

The Supplier shall keep Parkingeye indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by Parkingeye as a result of or in connection with, any claim made against Parkingeye:

11.1 for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that any such claim is attributable to the acts or omissions of the Supplier or the Supplier’s Personnel;

11.2 by a third party for death, personal injury or damage to property arising out of or in connection with, defects in Goods, to the extent that the defects in Goods are attributable to the acts or omissions of the Supplier or the Supplier’s Personnel; and

11.3 by a third party arising out of or in connection with, the supply of Goods and/or Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier or the Supplier’s Personnel.

12. INSURANCE

During the term of the Contract and for a period of 7 years thereafter, the Supplier shall maintain in force with a reputable insurance company, all relevant insurances including but not limited to:

12.1 professional indemnity insurance of not less than one million (£1,000,000) in the aggregate including all costs (if applicable);

12.2 public liability insurance of not less five million (£5,000,000) on any one occurrence; and

12.3 product liability insurance of not less than five million (£5,000,000) on any one occurrence and in the aggregate,

to cover any liabilities that may arise under or in connection with the Contract, and shall on Parkingeye’s request, produce both the insurance certificate giving details of cover and the receipt for the then current year’s premium in respect of each applicable policy.

13. CONFIDENTIALITY

13.1 The Supplier shall keep in strict confidence all technical information, commercial know-how, specifications, inventions, trade secrets, processes and initiatives which are of a confidential nature and have been disclosed to it by Parkingeye or Parkingeye’s Personnel, and any other confidential information concerning Parkingeye’s business, operations, products and services which the Supplier may obtain. The Supplier shall only disclose such confidential information to those of the Supplier’s Personnel to the extent that they need to know it for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that the Supplier’s Personnel comply with the obligations set out in this clause 13 as if they were a Party to the Contract. The Supplier may also disclose such of Parkingeye’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction, provided that the Supplier notifies Parkingeye in advance of any such disclosure where it is lawful to do so.

13.2 The Supplier shall not publicise or otherwise disclose the Contract, any of its terms or the existence of the Contract, to any third party without the prior written approval of Parkingeye.

14. CANCELLING THE ORDER AND TERMINATION

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

(a) the other Party fails to pay an amount due under the Contract on the due date for payment and remains in default not less than sixty (60) days after being notified in writing to make such payment;

(b) the other Party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

(c) the other Party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

(d) the other Party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 14.1(d);

(e) the other Party suspends or ceases, or threatens to suspend or cease, carrying on business; or

(f) the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.2 Without limiting its other rights or remedies, Parkingeye may cancel an Order and terminate the Contract without cause, either in whole or in part, at any time with immediate effect upon giving written notice to the Supplier in respect of any:

(a) Goods at any time prior to delivery; and/or

(b) Services at any time,

in each case, without further liability, save to any extent provided for in clause 14.3, following which, the Supplier shall discontinue all work on any bespoke Goods commissioned by the Supplier at Parkingeye’s request and/or the Services under the Contract or relevant part thereof so terminated and shall immediately repay to Parkingeye any advance payment(s) paid by Parkingeye to the Supplier.

14.3 Where Parkingeye terminates the Contract or any part thereof under clause 14.2, Parkingeye shall, pay the Supplier fair and reasonable compensation for any work completed on any bespoke Goods commissioned by the Supplier at Parkingeye’s request and/or for any Services already performed up until the time of termination only in accordance with any agreed payment terms but such compensation shall not include loss of anticipated profits or any indirect or consequential loss. The Supplier agrees to accept such sum in full and final satisfaction of all claims arising out of or in connection with, such termination and it shall use its best endeavours to minimise its loss arising from such termination. In no case will the amount payable by Parkingeye for such work exceed the price that would have been payable if that work had been completed. Parkingeye reserves the right to recover any bespoke Goods commissioned by the Supplier at Parkingeye’s request and/or work product from Services completed prior to termination, and any relevant documentation related thereto.

14.4 For the avoidance of doubt, the provisions of clause 14.3 shall not apply where Parkingeye has terminated the Contract in accordance with clause 7.1(a), clause 7.2(a), clause 9.3 or clause 14.1 and in such cases, Parkingeye shall have the right to recover any costs, charges, expenses, damages or losses incurred arising from or in connection with, such termination including without limitation, any costs incurred by Parkingeye in obtaining substitute goods and/or services from a third party.

14.5 A “material breach” shall include but shall not be limited to, the Supplier’s breach of any of the provisions of clause 3 (Supply of Goods), clause 4 (Supply of Services), clause 5 (Delivery), clause 10 (Intellectual Property rights), clause 13 (Confidentiality), clause 15 (Compliance and Audit), clause 16 (Anti-Bribery and Corruption), clause 17 (Modern Slavery), clause 18.1 or the Data Protection Policy.

14.6 Termination of the Contract, however arising, shall not affect any of the Parties’ rights and remedies that have accrued as at termination.

14.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect, including but not limited to clause 11 (Indemnity), clause 13 (Confidentiality) and clause 14.4.

14.8 On termination of the Services for any reason, the Supplier shall immediately deliver up to Parkingeye all Deliverables whether or not they are complete. If the Supplier fails to do so, then Parkingeye may enter the Supplier’s Premises and take possession of them. The Supplier shall be solely responsible for their safe keeping until delivered to Parkingeye and shall not use them for any purpose not connected with the Contract.

15. COMPLIANCE AND AUDIT

15.1 The Supplier shall ensure that:

(a) at all times it complies with all Applicable Laws relating to the supply of:

(i) Goods relating to the manufacture, labelling (including CE marking), packaging, storage, handling and delivery of such Goods and where they are or incorporate, dangerous goods or chemicals, the Supplier shall diligently comply with its obligations hereunder and promptly provide all material safety data as required; and/or

(ii) Services including any Deliverables and their use; and

(b) it obtains and at all times maintains, all necessary licences, permissions, authorisations, consents and/or permits needed to carry out its obligations under the Contract.

15.2 The Supplier shall:

(a) allow Parkingeye and/or its authorised representatives access to the Supplier’s Premises:

(i)  without notice where Parkingeye reasonably suspects the Supplier has failed to comply its obligations under clause 3 (Supply of Goods), clause 4 (Supply of Services), clause 10 (Intellectual Property rights), clause 13 (Confidentiality), clause 15 (Compliance and Audit), clause 16 (Anti-Bribery and Corruption), clause 17 (Modern Slavery), clause 18.1 or the Data Protection Policy; or

(ii) on 3 days’ notice unless otherwise agreed by the Parties in writing in advance in any other circumstances; and

(b) provide Parkingeye with all relevant information related to Goods and/or Services including without limitation, all technical information,

for the purposes of inspecting, testing and/or auditing Goods and/or Services (none of which shall constitute acceptance of any such Goods and/or Services by Parkingeye).

16. ANTI-BRIBERY AND ANTI-CORRUPTION

16.1 The Supplier shall and shall procure that each of the Supplier’s Personnel shall:

(a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to, the Bribery Act 2010 (“Anti-Bribery Legislation”);

(b) not engage in any activity, practice or conduct which would constitute an offence by it under the Anti-Bribery Legislation; and

(c) promptly report to Parkingeye any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.

16.2 The Supplier shall ensure that any of the Supplier’s Personnel who are performing the Services or any part thereof, or supplying any Goods in connection with the Contract, do so only on the basis of a written contract which imposes on and secures from each of the Supplier’s Personnel, terms equivalent to those imposed on the Supplier in this clause 16.

17. MODERN SLAVERY

 17.1 In performing its obligations under the Contract, the Supplier shall and shall procure that each of the Supplier’s Personnel shall:

(a) comply with all Applicable Laws relating to anti-slavery and human trafficking including but not limited to, the Modern Slavery Act 2015 (“Modern Slavery Legislation”);

(b) not engage in any activity, practice or conduct which would constitute an offence by it under the Modern Slavery Legislation; and

(c) not by any act or omission put Parkingeye in breach of the Modern Slavery Legislation.

17.2 The Supplier shall notify Parkingeye as soon as it becomes aware of:

(a) any breach or potential breach, of the Modern Slavery Legislation by the Supplier or the Supplier’s Personnel; and

(b) any actual or suspected slavery or human trafficking in a supply chain that has a connection with the Contract.

18. GENERAL

18.1 Parkingeye may but the Supplier may not (without the prior written consent of Parkingeye) assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with, all or any of its rights or obligations under the Contract. Parkingeye’s consent shall not to be unreasonably withheld or delayed in the case of a subcontract proposed by the Supplier that is deemed to be necessary to the fulfilment of the Order.

18.2 Notwithstanding the provisions of clause 18.1, the Supplier shall remain responsible for all acts and omissions of all of the Supplier’s Personnel. An obligation on the Supplier to do or to refrain from doing, any act or thing shall include an obligation on the Supplier to procure that the Supplier’s Personnel also do or refrain from doing, such act or thing.

18.3 Any notice or other communication given to a Party under or in connection with, the Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause 18.3, and shall be:

(a) delivered personally; or

(b) sent by pre-paid first class post or other next working day delivery service or

(c) by commercial courier.

18.4 A notice or other communication shall be deemed to have been received:

(a) if delivered personally, when left at the address referred to in clause 18.30;

(b) if sent by pre-paid first class post or other next working day delivery service, on the second Business Day after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed,

and the provisions of this clause 18.4 shall not apply to the service of any proceedings or other documents in any legal action.

18.5 Interest on overdue payments shall apply at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

18.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of, a provision or part-provision under this clause 18.6 shall not affect the validity and enforceability of the rest of the Contract.

18.7 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.8 Nothing in the Contract is intended to or shall be deemed to, establish any partnership or joint venture between the Parties, nor constitute either Party the agent of the other for any purpose. Neither Party shall have authority to act as agent for or to bind, the other Party.

18.9 A person who is not a Party to the Contract shall not have any rights to enforce its terms.

18.10 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and/or conditions, shall be effective unless it is agreed in writing in advance and signed by Parkingeye.

19. GOVERNING LAW AND JURISDICTION

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed b, and construed in accordance with, English law and each Party irrevocably submits to the exclusive jurisdiction of the English courts.

SCHEDULE – DATA PROTECTION POLICY

This policy sets out Parkingeye’s policy in relation to Data Protection Legislation which our suppliers must comply with. The protection of Data is of fundamental importance to Parkingeye and we take it very seriously.

WE USE A NUMBER OF DEFINED TERMS IN THIS POLICY. THIS IS SO THAT WE ARE CLEAR ON THE APPLICATION OF THIS POLICY AND TO ENSURE THAT WE ARE ALIGNED WITH THE RELEVANT DATA PROTECTION LEGISLATION. DEFINITIONS CAN BE FOUND AT THE END OF THIS POLICY.

1. PROCESSING DATA AND DATA SECURITY

1.1 As a supplier to Parkingeye, you agree to comply with all Data Protection Legislation in relation to any Personal Data processed relating to or originating from Parkingeye, our employees or customers.

1.2 As part of your compliance with the Data Protection Legislation, you must:

(a) process the Data only on our behalf, only for the purpose(s) as defined by us and only in accordance with instructions received from us from time to time;

(b) have in place appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data comprised in Data and against accidental loss or destruction of, or damage to, such Data (in each case, taking account of the level of harm, damage and/or distress appropriate to the risks). You must provide us with a written description of the technical and organisational methods employed by you for the processing of Data, where we request this;

(c) ensure that only authorised Personnel have access to our Data to the extent required to enable you to fulfil your obligations to us provided that they agree to be bound by the terms of this policy and give confidentiality undertakings similar to those given by you to us in your dealings with us;

(d) restore the Data at your own expense if any Data is lost or corrupted as a result of any act or omission of yours or any of your Personnel and reimburse us and any Service Recipient (as applicable) in full in respect of any time and expenses incurred or accrued by us or any Service Recipient in the restoration of Data;

(e) tell us as soon as possible (and in any event, within 24hrs), if you:

(i) receive from a data subject to whom Data relates a request for or notice of, the exercise of that person’s rights under the Data Protection Legislation to access that Data or prevent certain processing;

(ii) receive any complaint from, or request for or notice of, any investigation or assessment by the Supervisory Authority in respect of any processing of Data (including, without limitation, any information, enforcement, assessment or monetary penalty notice, or any warning that such a notice may be issued), save to the extent that that notification is prohibited by the Data Protection Legislation or the Supervisory Authority; or

(iii) become aware of any actual or suspected, threatened or “near miss” incident of unauthorised or unlawful processing, loss or destruction of, or damage to, the Data (“Security Breach”),

and you must also provide us with a copy of any such complaint, request or notice together with reasonable details of the circumstances giving rise to the complaint, request, notice or Security Breach (as the case may be);

(f) promptly give us such information, co-operation and assistance as we may from time to time reasonably require to enable us to comply with our obligations under the Data Protection Legislation as a data controller in respect of any Data;

(g) not allow any subcontractors to have access to, receive or process Data without obtaining prior written consent from us (such consent to be at our sole discretion) and where we give you such consent, ensure that each subcontractor enters into a written agreement under which they agree to comply with this Policy;

(h) at any time if requested by us, either return the Data in the format requested by us (and destroy all remaining copies), or destroy all of the Data (including all copies of it), in either case immediately and confirm in writing to us that you have complied with this obligation;

(i) notify us immediately upon becoming aware that you are or are likely to become, unable to comply with your obligations regarding the processing of Data in accordance with this Policy or Data Protection Legislation. Following such notification, Parkingeye shall be entitled to require you to undertake one or more of the following:

(i) immediately take all such remedial action as is required to ensure compliance with the Policy and/or the Data Protection Legislation and prevent or remedy any breach;

(ii) provide all such information as is reasonably required by Parkingeye in respect of the incident leading up to such notification; and/or

(iii) cease to process the Data, return all materials containing the Data to Parkingeye and delete all copies from your systems and/or organisation; and

(iv) provide Parkingeye (including any third party nominated by us) on reasonable notice, and the Supervisory Authority on such notice as may be requested in accordance with the Data Protection Legislation, with such access to your premises, Personnel and records (including, without limitation, for the purposes of making copies of those records) as we and/or the Supervisory Authority may reasonably require in order to inspect your activities with respect to the processing of the Data and to audit your compliance with this Policy and Data Protection Legislation.

2. PROCESSING DATA OUTSIDE THE EEA

Data must not be sent outside the European Economic Area (“EEA”) by you or any of your Personnel without our prior written consent. If we provide consent, we may do so with attached conditions which will apply to the processing of Data outside the EEA.

3. DEFINITIONS

“Applicable Laws”: means the laws and any other regulations, directives, legislation, treaties, enactments, statutes, proclamations, decrees, decisions, notices, orders, rules (including, without limitation, any rule or decision of the courts), local government rules, statutory instruments and codes which apply to the provision of goods and/or services supplied or procured by you in the UK as may vary from time to time.

“Data”: means all information and data (including texts, documents drawings, diagrams, images or sounds) owned by, licensed to (other than by you) or relating to a Service Recipient and/or any third party nominated by us or our customers, which is in each case supplied to, generated by, or is otherwise retained by, you or your Personnel pursuant to or in connection with this Policy including Personal Data.

“Data Protection Legislation”: means any Applicable Laws relating to the processing of Data including without limitation, the Data Protection Act 2018 and the UK GDPR, any applicable replacement legislation and any guidance and/or codes of practice issued by a Supervisory Authority as may vary from time to time.

“EEA”: has the meaning set out in paragraph 2.

“Personal Data”: has the meaning set out in the Data Protection Legislation.

“Personnel”: means any and all directors, officers, employees, staff, workers, agents, consultants and professional, legal and other advisors of yours and those of your subcontractors (including a subcontractor of a subcontractor) as may vary from time to time.

“Security Breach”: has the meaning set out in paragraph 1.2(e)(iii).

“Service Recipient”: means Parkingeye and any of our affiliated companies.

“Supervisory Authority”: means the UK’s Information Commissioner’s Office or any replacement authority responsible for the monitoring and enforcement of the Data Protection Legislation.

“UK GDPR”: means the provisions of the General Data Protection Regulation (EU) 2016/679 retained by the UK.