Terms and Conditions

TERMS AND CONDITIONS

1. Interpretation

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

Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details and Schedule 1.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).

Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details Sheet, these Conditions and any Schedules.

Contract Commencement: by issuing a purchase order for the Services or requesting the Supplier to proceed with the Services, the Customer is deemed to have accepted the Contract even if not signed below.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.

Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in getup, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including knowhow and trade secrets) 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.

Mandatory Policies: if applicable, the Customer’s business policies set out in Schedule 3 as amended by notification to the Supplier from time to time.

Proposal: the proposal referred to in the Contract Details Sheet and sent to the Customer setting out the details of the Services.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in the Proposal and Schedule 1, if applicable.

Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.

Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.

1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a referenceto legislation or a legislative provision:
(i) is a reference to it as it is in force as at the date of this agreement; and
(ii) shall include all subordinate legislation made as at the date of this agreement under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.

2. Commencement and term
The Contract shall commence on the date when it has been signed by both parties or when the Customer issues a purchase order for the Services (or alternative written instruction if agreed with the Supplier) and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than three months’ written notice to terminate, expiring on or after the first anniversary of the Services Start Date.

3. Supply of services
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill based on the data and information provided by the Customer as set out in the Proposal and in line with current applicable laws and regulations.
However, the Supplier is not liable for any errors or omissions nordo the Deliverables constitute financial, legal or other advice.
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in the Proposal and
Schedule 1, if applicable;
(c) comply with:

(i) all applicable laws, statutes, regulations from time to time in force; and

(ii) the Mandatory Policies if applicable,
provided that the Supplier shall not be liable under the Contract if, as a
result of such compliance, it is in breach of any of its obligations under the Contract.

(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided 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; and

(e) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination
of the Contract.

3.3 Tariffs: If any part of the Services include the development and calculation of tariffs, then the following applies:
(a) The Customer does not have access to the tariff calculator;

(b) The heat tariff charges are:

(i) A recommendation only, not a binding instruction. The final decision on the tariff charged remains with the Customer for example the heat network operator or landlord;

(ii) Based on data supplied to the Supplier by the Customer or its contractors; and

(iii) Set to recover heat network operational costs incurred by the Customer.

(c) Any assumptions or estimations made due to lack of, or incorrect data, have been created to the best of the Supplier’s knowledge, and therefore may not be an exact reflection of true data.

(d) The Supplier is not liable for:

(i) Any losses arising between the recommended heat tariff charges, and actual operational costs; or

(ii) Any underperformance, including, but not limited to, tariffs over or under recovering fees; or

(iii) Any challenges by heat customers, or their representatives, to the tariffs set.
(e) Unless stated in the Proposal or report, the recommended final tariff has not been set to recover any debt or underrecovery previously experienced by each scheme.

(f) The Heat Tariff Review service does not include any additional services, including but not exhaustive of the following elements:

(i) Communication with the metering and billing provider,

(ii) Tariff benchmarking, and

(iii) Further amendments to these tariffs once the completed client signoff document has been received by the Supplier.
 
3.4 Changes to the Proposal: If either party wishes to make changes to the Services or the Proposal, the Change Control provisions in Schedule 4 shall apply.
3.5 Reliance on third party data for Services:
(a) To enable services including Heat Manager, if selected by the Customer, the Supplier will require access to additional data, including metering and billing data, via third party or third party performance data portals, such as Guru Pinpoint or Secure eWatch (“Performance Data Portals”) which may incur additional costs if the Customer is not already subscribed to their service.

(b) Should any of the Performance Data Portals that the Customer subscribes to not be available or be unable to provide the data required, the Supplier will not be liable for any break in service, analysis or reports under the Heat Manager Services. Any interruption in Heat Manager Services as result of Performance Data Portal failures will not result in a reduction or refund of the Charges for the duration of the project outlined in the Proposal.

(c) Should any of the data provided by the Performance Data Portal contain errors or be incomplete, the Supplier will not be liable for the same and any impact on the Services.

3.6 Calloff contracts:

(a) Advance notice required for Supplier’s attendance at meetings: minimum of 2 weeks;
(b) Turnaround time for key document reviews: minimum of 2 weeks;
(c) Total number of consultancy days per week: where this is likely to exceed 2 days in any given week, advance notice of 3 weeks is to be provided by the Customer; and
(d) Lines of communication: all work, time, and areas to be agreed with defined lead contact or contacts at the Customer and the Supplier to avoid any confusion or unwitting provision or use of consultancy time.
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3.7 The Services do not include the following:
(a) Responding to customer queries or complaints – the Supplier will refer these to the Customer;
(b) Responding to press, regulatory or other external queries;
(c) Communications directly with customers;
(d) Communication with the metering and billing provider;
(e) Tariff benchmarking;
(f) Further amendments to tariffs once the completed client sign-off document has been received by the Supplier
(g) Recovery of debts identified on a scheme.
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3.8 The Supplier’s reports and Deliverables are based on:
(a) Information provided by the Customers. If the Customer fails to provide the information requested, the Supplier will work on its own assumptions;
(b) Best information available at the time of preparation of the Deliverables;
(c) Current known regulations; and
(d) Data provided by the Customer.

3.9 Follow ups: If the Customer has any follow up queries, the Supplier will be happy to answer these provided they are made within 3 months of completion of the Services after which the Supplier reserves the right to charge for the time spent dealing with the enquiry.

3.10 Terms and conditions of complaint support: If the Customer requests the Supplier’s assistance with complaints from the Customer’s clients, the following terms apply:
(a) Advice and information provided is independent heat network advice, it does not constitute legal advice and/or other specialist advice e.g. in relation to housing regulatory obligations or commercial contract law.
(b) Advice is provided to the best of the Supplier’s knowledge and in response to information provided to the Supplier by the Customer.
(c) Any assumptions or estimations made where there is lack of, or incorrect, data will be created to the best of the Supplier’s knowledge and will be flagged with the Customer for clarity.
(d) Contact with the complainant: the Supplier will not be the direct point of contact with the complainant and/or their representatives. The Supplier’s communication will be solely with the Customer (or its nominated
representatives). For the avoidance of doubt, the Supplier will not respond to any direct approaches from the complainant (or its representatives) either in written or verbal form.
(e) Any attendance at joint meetings (with the complainant) needs to be agreed in advance and the Supplier does not guarantee attendance, reserving the right to not attend.
(f) Advice and recommendations provided (in any format) is for internal use only and should not be shared with the complainant and/or put into the public domain.
(g) The Supplier is not be named in any public responses including (but not exhaustive) complaint responses, official statements, press releases or interviews.
(h) The Supplier will not comment on, respond to, or provide statements for any press enquiries.
(i) Any additional work as a result of issues arising from the complaint (e.g. future enquiries of any nature, support with complaint escalation internally or with the ombudsman or equivalent, councillor, MP or enquiries from official figures or consumer agencies), will be charged for at the agreed day rates (or updatedrates if this falls outside the period of th e Proposal)

4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;
(c) provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects. The Supplier will make 3 attempts to obtain the information after which it will complete the Services as best it can and send its final invoice.
(d) provide the information set out in the Proposal by the deadlines set out in the Proposal; and
(e) provide final sign off of the Deliverables when requested by the Supplier.
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4.2 Meetings and Site visits: meetings will normally be online. If the Customer wishes to meet face to face, the Supplier will charge its day rate. The Customer must provide at least 2 weeks’ notice for meetings. Should the Services require visits to or on-site surveys at the Customer’s sites, the Customer will:
(a) agree the dates and times of the visit(s) in advance with the Supplier;
(b) arrange the site surveys, communications with site staff and customers;
(c) provide layout, designs and any other information required regarding health & safety threats that may be present; and
(d) be responsible for any extra costs incurred if site access is denied and needs to be re-arranged at the Supplier’s day rate set out in the Proposal, including travel and subsistence.

4.3 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay
 
4.4 The Customer is responsible for ensuring that it complies with all applicable laws and regulations.
 
5. Data protection
The parties shall comply with their data protection obligations as set out in the Data Protection Schedule available here
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6. Intellectual property
6.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
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6.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract
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6.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to:
(a) copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract;

6.4 Supplier may:
(a) compile statistical and other information related to the performance, operation and use of the Services; and
(b) use data from the Services in aggregated and anonymised form to create statistical analyses (clauses a) and b) are collectively referred to as “Service Analyses”).
(c) The Supplier may make Service Analyses publicly available and utilise artificial intelligence and/or machine learning capabilities which may utilise or access Service Analyses to augment the Supplier’s marketing of its products and services, business intelligence tools and analytical capabilities. To be clear however, Service Analyses will not incorporate any Confidential Information in a form that could identify the Customer or any individual. The Supplier will, for the avoidance of doubt, retain all intellectual property rights in the Service Analyses.

7. Charges and payment
7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 7.

7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.3 The Supplier shall submit invoices for the Charges plus VAT if applicable to theCustomer at the intervals specified in the Proposal or Schedule 1 if applicable. Each invoice shall include all reasonable supporting information required by the Customer.

7.4 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of the date of invoice, to a bank account nominated in writing by the Supplier.
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7.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’ remedies under clause 9 (Termination):
(a) 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 clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(b) the Supplier may suspend all Services until payment has been made in full.

7.6 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability
8.1 The Supplier has obtained professional indemnity insurance cover in respect of its own legal liability for individual claims not exceeding £2,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
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8.4 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.

8.5 Nothing in the agreement shall limit the Customer’s liability under indemnity clauses of the Contract.

8.6 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; and
(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
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8.7 Subject to clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation on customer’s payment obligations), clause 8.5 (Liability under identified clauses) and clause 8.6 (Liabilities which cannot legally be limited):
(a) the Supplier’s total liability to the Customer:
(i) for loss arising from the Supplier’s failure to comply with its data processing obligations under clause 5 (Data protection) shall not exceed £500,000 and
(ii) for all other loss or damage shall not exceed the amount payable by the Customer to the Supplier in the twelve months preceding the date of the claim.
(b) the Customer’s total liability to the Supplier:
(i) for loss arising from the Customer’s failure to comply with its data processing obligations under clause 5 (Data protection) shall not exceed £ 500,000 and
(ii) for all other loss or damage shall not exceed the amount payable by the Customer to the Supplier in the twelve months preceding the date of the claim.

8.8 Subject to clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation on customer’s payment obligations), clause 8.5 (Liability under identified clauses) and clause 8.6 (Liabilities which cannot legally be limited), this clause 8.8 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
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8.9 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.10 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be
in writing and must identify the event and the grounds for the claim in reasonable detail.

9. Termination
9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.

9.3 On termination of the Contract for whatever reason:
(a) the Customer shall immediately pay to the Supplier all of theSupplier’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 be payable immediately on receipt;
(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect; and
(c) termination or expiry of the Contract shall not affect any of the 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.

10. General
10.1 Meetings and turnaround:
(a) Advance notice required for Supplier’s attendance at meetings: minimum of 2 weeks;
(b) Turnaround time for key document reviews: minimum of 2 weeks.

10.2 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 result from events, circumstances or causes beyond its reasonable control.

10.3 Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

10.4 Confidentiality
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person the contents of any Deliverables or any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 10.4. For the purposes of this clause 10.4, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) For the avoidance of doubt, the contents of the Supplier’s Proposals and reports are confidential and are strictly to be used for the Customer’s internal purposes only.
(c) Each party may disclose the other party’s confidential information or the Deliverables:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information
for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(e) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
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10.5 Entire agreement
(a) 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
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10.6 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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10.7 Waiver
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in  riting and shall not be deemed a waiver of an subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by
law shall prevent or restrict the further exercise of that or any other right or remedy.
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10.8 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 clause. 10.8 shall not affect the validity and enforceability of the rest of the Contract.
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10.9 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) 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); or
(ii) sent by email to the address specified in the Contract Details.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 10.9 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.
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10.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
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10.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
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10.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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Schedule 1 Data Protection

Definitions

Agreed Purposes: the analysis of energy consumption data and production of reports on the same by the Supplier.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
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Data Discloser: a party that discloses Shared Personal Data to the other party.
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Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
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UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
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Shared Personal Data: the personal data to be shared between the parties under clause 1.1 of this Schedule. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

a)
Names of Customer contacts;
b)
Names and addresses of Customer end users subject to the Services

1. DATA PROTECTION
1.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

1.2 Effect of noncompliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice
from the other party, give grounds to the other party to terminate this agreement with immediate effect.

1.3 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their
successors and assignees;

(c) process the Shared Personal Data only for the Agreed Purposes;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection
Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or
(iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
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1.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;
(c) provide the other party with reasonable assistance in complying with any data subject rights request;
(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 1.4; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

1.5 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 8
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Schedule 2 Change Control Process

DEFINITIONS

Change: an amendment to:
a) the scope, nature, volume or execution of the Services under this agreement; or
b) any other term or schedule of this agreement.

Change Control Note: the written record of any Change agreed or to be agreed by the parties pursuant to the Change Control Procedure Change Control Procedure: the procedure for agreeing a Change, as set out in clause 1.

CLAUSES

1. CHANGE CONTROL

1.1 Either party may submit a written request for Change to the other party in accordance with this clause 1, but no Change will come into effect until a Change Control Note has been signed by the authorised representatives of both parties.

1.2 If the Customer requests a Change:
(a) the Customer will submit a written request to the Supplier containing as much information as is necessary to enable the Supplier to prepare a Change Control Note; and
(b) within five Business Days of receipt of a request, unless otherwise agreed in writing by the parties, the Supplier will send to the
Customer a Change Control Note.
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1.3 If the Supplier requests a Change, it will send to the Customer a Change Control Note.

1.4 A Change Control Note must contain sufficient information to enable the Customer to assess the Change, including as a minimum:
(a) the title of the Change;
(b) the originator of the Change and date of request;
(c) description of the Change;
(d) details of the effect of the proposed Change on:
(i) the Services;
(ii) the Charges;
(iii) any systems or operations of the Customer which communicate with, or are otherwise affected by, the Services; and
(iv) any other term of this agreement;
(e) the date of expiry of validity of the Change Control Note; and
(f) provision for signature by the Customer and Supplier.

1.5 If, following the Customer’s receipt of a Change Control Note pursuant to clause 1.2 or clause 1.3:
(a) the parties agree the terms of the relevant Change Control Note, they will sign it and that Change Control Note will amend this agreement or the Proposal as applicable;
(b) either party does not agree to any term of the Change Control Note, then the other party may refer the disagreement to be dealt with in accordance with the Dispute Resolution Procedure.
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1.6 Each party will bear its own costs in relation to compliance with the Change Control Procedure, unless agreed otherwise.