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.
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 get–up, 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 know–how 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
Error! Reference source not found., 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 Error! Reference source not found., 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.
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.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference
to 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 nor
do 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 Error!
Reference source not found., 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:
do 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 Error!
Reference source not found., 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 under–performance, 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 under–recovery 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
sign–off 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 Call–off contracts:
(a) Advance notice required for Supplier’s attendance at meetings:
minimum of 2 weeks;
charges, and actual operational costs; or
(ii) Any under–performance, 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 under–recovery 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
sign–off 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 Call–off 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.
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
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:
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.
(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.
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
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:
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.
Advice is provided to the best of the Supplier’s knowledge and in response to
information provided to the Supplier by the Customer.
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.
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.
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.
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.
The Supplier is not be named in any public responses including (but not
exhaustive) complaint responses, official statements, press releases or
interviews.
The Supplier will not comment on, respond to, or provide statements for any
press enquiries.
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 updated
rates if this falls outside the period of the 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.
information provided to the Supplier by the Customer.
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.
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.
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.
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.
The Supplier is not be named in any public responses including (but not
exhaustive) complaint responses, official statements, press releases or
interviews.
The Supplier will not comment on, respond to, or provide statements for any
press enquiries.
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 updated
rates if this falls outside the period of the 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.
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.
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.
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.
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.
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.
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
utilize 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 the
Customer 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.
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.
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
utilize 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 the
Customer 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.
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’s
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.
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).
Contract by the due date for payment, then, without limiting the Supplier’s
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.
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).
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.
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
(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.
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.
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 the
Supplier’s outstanding unpaid invoices and interest and, in respect
of Services supplied but for which no invoice has been submitted,
the Supplier may submit an invoice, which shall 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.
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)
(d) 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.
(d) 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.
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.
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).
10.7 Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any
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
(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.
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).
10.7 Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any
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.
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.
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.
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.
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.
right or remedy.
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.
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.
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.
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.
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.
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.
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.
Data Discloser: a party that discloses Shared Personal Data to the other party.
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.
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.
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 and
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.
Data Discloser: a party that discloses Shared Personal Data to the other party.
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.
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.
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 and
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 non–compliance 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.
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;
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.
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.
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.
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.
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.
1.6 Each party will bear its own costs in relation to compliance with the Change
Control Procedure, unless agreed otherwise.
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.
1.6 Each party will bear its own costs in relation to compliance with the Change
Control Procedure, unless agreed otherwise.