Purchase Order Terms and Conditions
Purchase Order Terms and Conditions for the Supply of Goods and Services
- DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following words and phrases shall have the following meanings:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Certificate of Conformance: a certificate signed on behalf of the Supplier by an appropriately qualified representative confirming that the Goods conform to the Goods Specification.
Company means Parkingeye Limited.
Commencement Date shall have the meaning given to it in clause 2.5.
Conditions: these Purchase Order Terms and Conditions for the Supply of Goods and Services.
Contract: means the contract between the Company and Supplier consisting of the Order, the Conditions and any other documents specified in the Order.
Data Protection Legislation: shall have the meaning given to it in the Data Protection Policy.
Data Protection Policy: the Company’s policy relating to data protection, which is included as Schedule 1 to these Conditions and the Order.
Deliverables: all works, documents, products and materials developed by the Supplier or its agents, contractors and employees 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).
Goods: the goods (or any part of them) specified in the Order.
Goods Specification: the specification for the Goods, including any related plans and drawings, set out or referred to in the Order.
Intellectual Property Rights: 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.
Parties: means both the Company and the Supplier, and Party shall mean either of them.
Order: means the Company’s purchase order accompanying these Conditions.
Services: the services, including without limitation any Deliverables, set out in the Service Specification.
Service Specification: 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.
1.2 References to a clause or Schedule are to a clause or Schedule in these Conditions.
1.3 The 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. A reference to a statute or statutory provision 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 Reference to the plural shall include the singular and vice versa, and reference to one gender includes reference to all genders. 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: (i) the Order; (ii) these Conditions; (iii) the Data Protection Policy; and (iv) any other documents specified in the Order.
- BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Company to purchase the 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 The Company will submit Orders electronically to the Supplier via its e-procurement system having accepted and on-boarded the Supplier as an approved supplier to the Company capable of receiving electronic Orders by these means.
2.3 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 and this Contract comprises the entire agreement between the Parties and replaces any previous agreement relating to the same subject matter.
2.4 The Supplier shall not supply and the Company shall not be obliged to pay for any Goods and/or Services that have not been ordered by the Customer on a duly authorised Order issued to the Supplier by the Company via its e-procurement system.
2.5 Unless the Supplier has notified the Company in writing that it does not accept the Order, the Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order;
(b) the date that is fourteen (14) days from the date of issue of the Order; or
(c) when any act by the Supplier consistent with fulfilling the Order is taken,
at which point and on which date (the Commencement Date) the Contract shall come into existence.
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.
- SUPPLY OF GOODS
3.1 The Supplier shall ensure that all and any Goods delivered under the Contract:
(a) in all respects, correspond with their description and conform with the Goods Specification;
(b) are of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by the Company, expressly or by implication, and in this respect the Company relies on the Supplier’s skill and judgment;
(c) are free from defects in design, materials and workmanship;
(d) comply with all applicable laws and regulations, including all statutory and regulatory requirements relating to the manufacture, labelling (including CE marking), packaging, storage, handling and delivery of the Goods. Where the Goods 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;
(e) are new and free from second-hand, counterfeit and/or replica components
(f) are free of any third party lien, claim, title or interest; and
(g) are the sole property of the Supplier and it has full and unrestricted right and authority to supply them to the Company.
3.2 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.3 The Supplier shall allow the Company’s authorised representatives at any reasonable time to have access to the Supplier’s premises (or to arrange access to other relevant premises) and to all relevant technical information for the purpose of inspecting and testing the Goods, but any such inspection or testing shall not constitute acceptance of the Goods.
- SUPPLY OF SERVICES
4.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to the Company strictly in accordance with the terms 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 the Company.
4.3 In providing the Services, the Supplier shall ensure:
(a) it co-operates with the Company in all matters relating to the Services, and complies with all instructions of the Company;
(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) uses Personnel who 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 this 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 the Company;
(e) except as agreed with the Company in writing, it provides all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) it uses the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, are of satisfactory quality and free from defects in workmanship, installation and design;
(g) 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 in respect of the Services;
(h) at all times it complies with all laws and regulations applicable from time to time in the UK to the Services and Deliverables and their use; and
(i) it does not do, nor omit to do, anything which will or may cause the Company to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Company may rely or act on the Services.
5.1 The Supplier shall deliver the Goods and/or perform the Services at the location and on the date specified in the Order (or, if no such date is specified, then within 5 Business Days of the date of the Order or as instructed by the Company), time being of the essence, and, unless otherwise instructed by the Company, during the Company’s normal hours of business on a Business Day (being 9am-5pm Monday to Friday). The Supplier shall be responsible for any loss the Company suffers as a result of the late delivery of Goods and/or performance of the Services.
5.2 The Supplier shall ensure that:
(a) Goods are packaged safely so as to protect the Goods and/or any item or part of the 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 (if any), the type and quantity of the Goods (including the code/packing number of the Goods (where applicable)), any special storage instructions (if any) and, where applicable, together with a Certificate of Conformance.
5.3 The Supplier shall deliver the quantity of Goods ordered strictly in accordance with the Order, failing which the Company may reject the 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 the Company.
5.5 Title and risk in Goods shall pass to the Company on completion of delivery in accordance with the requirements of the Contract. Delivery of Goods shall be completed when unloaded by the Supplier and delivered into the Company’s possession at the delivery location.
- WORKING AT THE SUPPLIER’S OR THE COMPANY’S PREMISES
6.1 The Supplier accepts (and shall procure) that any Services or work carried out by or on behalf of the Supplier at the Company’s premises and any visit by any of the Supplier’s employees, agents and sub-contractors to the Company’s premises shall:
(a) be subject to the Company’s conditions of work on site (copies available upon request);
(b) comply with all relevant legislation, 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
(c) meet their regulatory obligations regarding environmental compliance in accordance with an appropriate management system such as ISO14001 or equivalent.
6.2 The obligations under Clause 6.1(b) and (c) shall also apply to the Supplier’s premises (or any premises at which the Supplier operates and its subcontractor’s premises) in respect of the Services or any work carried out for or on behalf of the Company.
- COMPANY REMEDIES
7.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Company shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier in accordance with clause 14.1;
(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 the Company in obtaining substitute goods and/or services from a third party;
(d) to have refunded all sums where the Company 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 the Company which are in any way attributable to the Supplier’s failure to meet such date.
7.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, the Company shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) 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 own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods within 60 days of notification, or to provide a full refund of the price of the rejected Goods (if paid or of any part payment);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by the Company in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.
7.3 The Company may withhold any advance payments agreed under the Contract if the Supplier has breached the Contract until such time as the breach is remedied to the Company’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 The Company’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.
- COMPANY’S OBLIGATIONS
The Company shall provide the Supplier with reasonable access at reasonable times to the Company’s premises for the purpose of providing the Services and provide such information as the Supplier may reasonably request for the provision of the Services and the Company considers reasonably necessary for the purpose of providing the Services.
- CHARGES AND PAYMENT
9.1 The price for the Goods shall be the price set out in the Order, exclusive of value added tax. No extra charges shall be effective unless agreed in advance in writing and signed by the Company.
9.2 The charges for the Services shall be set out in the Order, exclusive of value added tax, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Company, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
9.3 In respect of Goods, the Supplier shall invoice the Company on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Company on completion of the Services. Each invoice shall include such supporting information required by the Company to verify the accuracy of the invoice, including but not limited to the relevant Order number.
9.4 In consideration of the supply of Goods and/or Services by the Supplier, the Company shall pay the invoiced amounts within 60 days of the date of receipt of a valid and correct invoice to a bank account nominated in writing by the Supplier.
9.5 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 the Company to inspect such records at all reasonable times on request.
9.6 The Company may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Company against any liability of the Company to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
- INTELLECTUAL PROPERTY RIGHTS
10.1 In respect of the Goods and any goods, products or materials that are transferred to the Company as part of the Services under this 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 date of delivery of such items to the Company, it has full and unrestricted rights to sell and transfer all such items to the Company.
10.2 The Supplier assigns to the Company, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the work or products of the Services (including the Deliverables).
10.3 The Supplier shall, promptly at the Company’s request, do (or procure to be done) all such further acts and things, provide or procure any necessary information and/or know how to the Company and execute all such other documents for the purpose of securing for the Company the full benefit of the Contract, including without limitation all right, title and interest in and to the Intellectual Property Rights assigned to the Company in accordance with clause 10.2.
The Supplier shall keep the Company indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company as a result of or in connection with any claim made against the Company:
(a) 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 the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) 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 the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) by a third party arising out of or in connection with the supply of the Goods or the 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, its employees, agents or subcontractors.
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 professional indemnity insurance of not less than £1,000,000 (if applicable) and, public liability insurance and product liability insurance of not less than £5,000,000 each, to cover any liabilities that may arise under or in connection with the Contract, and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each applicable policy.
13.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Company’s business, its products and services which the Supplier may obtain. The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Supplier’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose such of the Company’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 the Company in advance of any such disclosure where it is lawful to do so.
13.2 The Supplier shall not publicise or otherwise disclose this Contract nor any of its terms to any third party without the prior written approval of the Company.
- CANCELLING THE ORDER AND TERMINATION
14.1 Without limiting its other rights or remedies, the Company may cancel an Order and terminate the Contract in respect of any standard stocked Goods of the Supplier at any time prior to delivery without incurring any charge and the Company shall have no further liability to the Supplier in respect of the cancelled Contract or the cancelled part of the Contract, as applicable.
14.2 Without limiting its other rights or remedies, the Company may terminate a Contract in respect of Services or any non-standard stocked Goods of the Supplier in whole or in part at any time with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all Services and/or work on non-standard stocked Goods under the Contract so terminated and shall immediately repay to the Company any advance payment(s) paid by the Company to the Supplier relating to the Contract (or part thereof) so terminated.
14.3 Subject to clause 14.4, where the Company terminates a Contract under clause 14.2 the Company shall pay the Supplier fair and reasonable compensation for any work in progress on non-standard Goods at the time of termination and/or for any Services already performed, but such compensation shall not include loss of anticipated profits or any consequential loss. The Supplier agrees to accept such sum in full and final satisfaction of all claims arising out of such termination and it shall use its best endeavours to minimise the direct loss arising from such termination. In no case will the amount payable by the Company for the terminated work exceed the price that would have been payable if that work had been completed. The Company reserves the right to recover any part of the non-standard Goods and/or work product from Services completed prior to termination, and any relevant documentation related thereto.
14.4 The provisions of clause 14.2 shall not apply where the Company has terminated the Contract for any of the following reasons:
(a) under clause 7.1(a) or clause 7.2(b);
(b) the Supplier commits a material breach (such term to include a series of minor breaches that taken together can be reasonably considered to constitute a material breach) of any other term of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty one (21) days of receipt of notice in writing to do so;
(c) the Supplier is unable to pay its debts as they fall due or is deemed unable to pay its debts under the Insolvency Act 1986;
(d) the Supplier makes a proposal for or enters into any compromise or arrangement with its creditors or it enters into liquidation or it suffers the appointment of an administrator or receiver;
(e) the Supplier (being a company) is subject to a winding up petition or (being an individual) is the subject of a bankruptcy petition or order; and/or
(f) the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business,
and in such circumstances the Company shall have the right to recover any costs, charges, or expenses incurred, including those sustained to procure the Goods and/or Services elsewhere in addition to any further damages or losses that the Company may suffer as a consequence of such termination. A “material breach” shall include (but not be limited to) the Supplier’s breach of clauses 4.3(d) (Conformance with Service Specification), 6 (Working at the Company’s Premises), 10 (Intellectual Property Rights), 13 (Confidentiality), 15 (Anti-bribery compliance) and 18.1 (Non-assignment, etc.).
14.5 Termination of the Contract, however arising, shall not affect any of the Parties’ rights and remedies that have accrued as at termination.
14.6 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) and clause 13 (Confidentiality).
14.7 On termination of the Services for any reason, the Supplier shall immediately deliver up to the Company all Deliverables whether or not then complete. If the Supplier fails to do so, then the Company may enter the Supplier’s premises and take possession of them. Until they have been delivered up, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- DATA PROTECTION
15.1 The Supplier shall and shall procure that each of its employees, officers, agents and subcontractors shall:
(a) comply with the provisions of the Data Protection Legislation and with the terms of the Data Protection Policy;
(b) not by any act or omission put the Company in breach of the Data Protection Legislation.
15.2 The Supplier shall notify the Company as soon as it becomes aware of any breach, or potential breach, of the Data Protection Legislation or Data Protection Policy by the Supplier, its employees, officers, agents and subcontractors.
- ETHICAL CONDUCT AND ANTI-BRIBERY COMPLIANCE
16.1 The Supplier shall and shall procure that each of its employees, officers, agents and subcontractors shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “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 the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract.
16.2 The Supplier shall ensure that any person associated with it who is performing services or providing goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on the Supplier in this Clause 16.
- MODERN SLAVERY
17.1 In performing its obligations under the Contract, the Supplier shall and shall procure that each of its employees, officers, agents and subcontractors shall:
(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 (the “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 the Company in breach of the Modern Slavery Legislation.
17.2 The Supplier shall notify the Company as soon as it becomes aware of:
(a) any breach, or potential breach, of the Modern Slavery Legislation by the Supplier, its employees, officers, agents and subcontractors;
(b) any actual or suspected slavery or human trafficking in a supply chain that has a connection with this Contract.
18.1 The Company may but the Supplier may not 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 without the prior written consent of the Company, such consent 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 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, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 18.2 above; if sent by pre-paid first class post or other next working day delivery service, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.3 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.
18.4 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 shall not affect the validity and enforceability of the rest of the Contract.
18.5 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.
18.6 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.
18.7 A person who is not a Party to the Contract shall not have any rights to enforce its terms.
18.8 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Company.
- GOVERNING LAW AND JURISDICTION
19.1 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 by, and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the English courts.
DATA PROTECTION POLICY
This policy sets out the Company’s policy regarding compliance with the Data Protection Legislation by our suppliers. The protection of Data is of fundamental importance to the Company 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.
PROCESSING DATA AND DATA SECURITY
As a supplier to the Company, you agree to comply with all Data Protection Legislation in relation to any personal data processed relating to or originating from the Company, our employees or customers.
As part of your compliance with the Data Protection Legislation, you must:
- 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;
- 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). If we ask, you must provide us with a written description of the technical and organisational methods employed by you for the processing of Data;
- ensure that only authorised Personnel have access to Data under (and are bound by) appropriate confidentiality restrictions/arrangements;
- 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 subcontractors 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;
- tell us as soon as possible (and in any event, within 24hrs), if you:
- 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;
- receive any complaint from, or request for or notice of, any investigation or assessment by the Information Commissioner 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 Information Commissioner; or
- 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 request or notice together with reasonable details of the circumstances giving rise to the request, notice, unauthorised or unlawful processing, loss or destruction of, or damage to, the Data (as the case may be);
- 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;
- 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 consent, ensure that each subcontractor enters into a written agreement under which they agree to comply with this Policy;
- 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;
- 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 I accordance with this Policy or the Data Protection Legislation. Following notification, the Company shall be entitled to require you to undertake one or more of the following:
- 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;
- provide all such information as is reasonably required by the Company in respect of the incident leading up to such notification; and/or
- cease to process the Data, return all materials containing the Data to the Company and delete all copies from your systems and/or organisation; and
- provide the Company (including any third party nominated by us) on reasonable notice, and the Information Commissioner 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 Information Commissioner 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 the Data Protection Legislation.
PROCESSING DATA OUTSIDE THE EEA
Data must not be sent outside the European Economic Area (“EEA”) by you or any of your subcontractors 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.
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 a subcontractor pursuant to or in connection with this Policy including personal data.
Data Protection Legislation means for the periods in which they are in force, the Data Protection Act 2018, the GDPR, the Regulation of Investigatory Powers Act 2000, the Investigatory Powers (Interception by Businesses etc. for Monitoring and Record-keeping Purposes) Regulations 2018 (SI 2018/356), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, in each case as amended or substituted from time to time.
GDPR means the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Personnel means your directors, officers, employees and/or agents and the directors, officers, employees and/or agents of your subcontractors and any other individuals engaged by you in the performance of your obligations under this Policy.
Service Recipient means the Company and any of our affiliated companies.