1.DEFINITIONS Within these conditions the following applies: Agreement: means the arrangement under which we supply the services and comprises the quotation, specification and any other document we provide relating to the services. Agreement Date: means the date on which this Agreement is deemed to have been accepted by both the Customer and the Company, whether by execution in writing, electronic signature, or by the Customer’s written or email confirmation of acceptance of the Company’s quotation or proposal (whichever occurs first). The Company, we, us, our: means Fire & Security Technologies UK limited. Connection Date: means the date on which the System is first connected to the Monitoring Service by the Company. Customer, you: means the person, company or corporation who has placed an order with the company. Force Majeure Event: means any circumstance beyond the reasonable control of the affected party, including (without limitation) acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist act, civil commotion, war, armed conflict, riot, industrial dispute or strike (other than by the affected party’s own workforce), failure of utilities or transport networks, act of government or regulatory authority, compliance with law, or failure of suppliers or subcontractors due to such circumstances. Goods: means the equipment sold & supplied under these conditions of sale. Minimum Term: means the minimum contractual period applicable to this Agreement as set out in clause 3.2. Work Completion Certificate: means the written certificate issued by the Company confirming the System has been installed, commissioned and is operational in accordance with the Agreement. Maintenance Service: means the inspection and testing of the System by the Company, together with such maintenance activities as are described in this Agreement, but excluding any work, materials or services not expressly included. Monitoring Service: means the service provided by the Company of remotely monitoring the System and responding in accordance with the service level or procedure agreed in writing with the Customer. Renewal Term: means each successive period of twelve (12) months following the expiry of the Minimum Term (or any previous Renewal Term) during which this Agreement automatically continues in force in accordance with clause 3.1, unless and until terminated in accordance with clause 4. Services: means the services described in the quotation, proposal, or other written document issued by the Company and accepted by the Customer. Site: means the premises, property, or location specified in the Agreement (or otherwise notified in writing by the Customer and accepted by the Company) at which the System is to be supplied, installed, maintained or inspected, or where any of the Services are to be performed. System: means the goods or equipment installed and/or maintained by us. System Handover Date: means the date stated in the Work Completion Certificate on which the System is confirmed as complete and ready for use. Value Added Tax or VAT: means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax imposed in the United Kingdom. Work Completion Certificate: means the written certificate issued by the Company confirming the System has been installed, repairs, replacements, maintenance commissioned and is operational in accordance with the Agreement. Working Hours: means the hours between 9:00 a.m. and 5:00 p.m., Monday to Friday, excluding weekends and public holidays in England and Wales. 2.GENERAL 2.1.You confirm that whoever signs the agreement on your behalf has your authority to sign it. If you have not authorised the person named in the Agreement to sign, that person shall be personally liable to indemnify us against all losses, costs and expenses incurred by us as a result of our inability to enforce the agreement against you. 2.2.We will supply the goods and services in accordance with the agreement. These Conditions shall prevail over any terms or conditions proposed or purported to be imposed by you, whether in your purchase order, correspondence or otherwise. Any conditions you specify (whether or not they are contained in your purchase order) will not apply to the agreement unless we have agreed in writing to accept them. 2.3.No failure or delay by us in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict our further exercise of that or any other right or remedy. 2.4.The rights and remedies available to us under this Agreement are in addition to, and not exclusive of, any rights and remedies available to us at law or in equity. Our exercise of any right or remedy shall not preclude or limit our ability to exercise any other right or remedy. 2.5.We may sub-contract the performance of any of our obligations or assign or transfer this Agreement, in whole or in part, to any third party without your consent. You may not assign, transfer or subcontract any of your rights or obligations under this Agreement without our prior written consent. 2.6.All notices under this Agreement shall be in writing and delivered by hand, courier, first-class post, or by email (provided that proof of transmission is retained). A notice shall be deemed received: (a) if delivered by hand or courier, at the time of delivery; (b) if sent by first-class post, on the second Business Day after posting; and (c) if sent by email, at the time of transmission (provided that no error notification is received). 3.DURATION 3.1.This Agreement shall commence on the Agreement Date. The Minimum Term shall be determined in accordance with clause 3.2. Subject to clause 12, this Agreement shall continue for at least the Minimum Term, after which we may terminate it by giving you not less than three (3) months’ written notice. Unless terminated in accordance with clause 4, the Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”). 3.2.The Minimum Term shall be: 3.2.1.two (2) years where you have selected the Maintenance Service only, or the Maintenance Service together with the Monitoring Service; and 3.2.2. where you have purchased an extension to your System in conjunction with the Maintenance Service and/or the Monitoring Service, the Minimum Term applicable to the extension shall be equal to the unexpired portion of the Minimum Term applicable to the original System. 3.2.3.The Minimum Term shall commence as follows: 3.2.3.1.where we have installed your System and providing the Maintenance Service and Monitoring Service, from the System Handover Date stated in the Work Completion Certificate; 3.2.3.2.where we are providing the Maintenance Service and Monitoring Service for your System (but did not install it), from the System Handover Date stated in the Work Completion Certificate; 3.2.3.3.where we are providing the Maintenance Service only ,and the monitoring service for your system, from the date that you signed this Agreement; 3.2.3.4.where we are providing the Monitoring Service only from the Connection Date. 4.SUSPENDING OR TERMINATING THE AGREEMENT 4.1.We can suspend all or any part of our Services, or terminate this Agreement immediately: 4.1.1.you fail to comply with any of your obligations under this Agreement; 4.1.2.You are more than one (1) month in arrears with any payment due to us; 4.1.3.You provide us with materially false, misleading, or inaccurate information; or 4.1.4.You fail to accept or authorise for repair or replacement of the System reasonably required. 4.2.You may terminate this Agreement by giving us not less than seven (7) days’ written notice if we are in material breach of our obligations under this Agreement and fail to remedy such breach within thirty (30) days of receipt of written notice from you specifying the breach and requiring it to be remedied. 4.3.The agreement will automatically terminate with immediate effect if: 4.3.1.you are a company and you cease trading, are wound up, become insolvent or enter into administration or receivership; or 4.3.2.if you are an individual and you are made bankrupt (in Scotland become ‘notour bankrupt’). 4.4.Subject always to clause 3.2, either party may terminate this Agreement by giving no less than three (3) months’ written notice to the other, such notice not to expire before the end of the Minimum Term. 4.5.If you terminate the agreement prior to the expiry to the Minimum Term (other than in accordance with clause 4.2) or without giving us sufficient notice under clause 4.4, or if we end the Agreement pursuant to clause 4.1, you shall pay to us: 4.5.1.compensation equal to 50% of the charges that would have been payable for the Maintenance Service and/or Monitoring Service for the remainder of the Minimum Term (calculated up to the earliest date on which termination could properly have occurred under clause 4.4); and 4.5.2.All other charges properly due and outstanding in respect of any Services performed up to the date of termination. 5.YOUR OBLIGATIONS UNDER THESE CONDITIONS 5.1.You are responsible for obtaining and paying for all licences, consents, permits, approvals or other authorisations required for us to carry out any repairs, replacements, installation, or extensions of the System. You shall pay for all Services agreed to be taken by you. Details of our charges and payment terms are set out in clause 6 of these Conditions. 5.2.You shall ensure that all such consents and authorisations remain valid throughout the performance of the Services and shall indemnify us against any loss, delay, or expense arising from your failure to obtain or maintain them. 5.3.You shall give us unrestricted access to the Site where work is to be carried out at all reasonable times to enable us to perform our obligations under this Agreement. You must ensure that our personnel can carry out their duties without obstruction, delay or inference by you, your employees, agents, or contractors. If access is denied or delayed, we may charge for wasted attendance or stand-by time at our then-current rates. 5.4.Unless otherwise agreed in writing, you shall at your own expense provide appropriate access equipment which complies with all relevant health and safety requirements to enable us to carry out our work safely and efficiently. You must obtain our prior written agreement before we use such access equipment and provide us with sufficient documentation confirming that it is safe and compliant. If you fail to do so, we may hire suitable equipment, and you shall reimburse us the full cost together with a 15% administrative surcharge. We will not install systems at heights greater than 2 metres from a ladder unless appropriate access equipment is provided, in which case additional charges will apply. 5.5.You must tell us about any hidden pipes, wires and cables for water, gas, electricity, telephone or other utilities services which affect the site. You must notify us of such information prior to commencement of work, ensure the Site is safe for our engineers, and immediately inform us of any risks to health and safety. 5.6.You shall indemnify us against any loss, damage or injury arising from any concealed or undisclosed services, structures or conditions on or under the Site. 5.7.You must promptly notify us of any changes to the Site that may affect the System, including (without limitation) any extensions, alterations to the building fabric, or changes to the internal layout. 5.8.You are solely responsible for ensuring compliance with all health and safety laws and regulations applicable at the Site, including all applicable health and safety laws, regulations, and industry standards, including those relating to electrical safety. 5.9.You must notify us immediately of any fault or malfunction in your System. You must allow us to take any steps we think necessary to investigate and remedy the fault. 5.10.You should use and maintain the System strictly in accordance with the manufacturer’s instructions, specifications or guidance provided by us and shall not attempt to repair or modify the System by yourself. 5.11.You should maintain adequate insurance to cover all losses, damage, liabilities, or expenses that may arise as a result of any failure or malfunction of the System, or its non-operation for any reason. 5.12.You must ensure that all relevant personnel attend any training seminars at the agreed time. Where training has to be repeated due to the absence of your employees, or additional training is required, we may charge you our reasonable additional fees. Unless otherwise agreed in writing, we will charge a reasonable rate for all supplementary training. 6.CHARGES AND PAYMENT 6.1.All charges specified or calculated under this Agreement shall be payable with the addition of Value Added Tax at the current rate. 6.2.The annual charge (if selected) or monthly charge (if selected) shall apply from the date on which any Services commence under this Agreement. You must pay the full amount of the selected annual charge in advance, or the monthly charge as specified in the Agreement, subject to adjustment in accordance with this Agreement. All payments must be made in cleared funds, without deduction or set-off to the account nominated by the Company. We may withhold or suspend performance until full payment is received. 6.3.If a monthly charge with payment by direct debit is selected in the agreement, the charge will be debited in advance from your account on the 3rd day of each month (or within 3 working days of the 3rd). Where annual payment in advance is agreed in the Agreement you must pay the amount specified by the due date stated in our invoice. We may subsequently agree in writing that the annual charge payment in advance shall be paid by direct debit. If any payment is overdue, we may (without prejudice to any other right or remedy) suspend performance of all or part of the Services until all outstanding amounts and interest are paid in full. Any suspension shall not release you from your payment obligations or extend the Minimum Term. 6.4.Unless we are providing a Maintenance Service or otherwise agreed in writing, you must pay a non-refundable deposit of 25% (or such other amount as we agree in writing) of the supply of goods, installation, extension and/or commissioning charge by the due date specified in our invoice. 6.5.Where goods are supplied, the balance of the price shall become due upon delivery, and must, in any event, be paid no later than the due date stated in our invoice. 6.6.At our absolute discretion the supply, installation, extension and/or commissioning charge (or if applicable its balance) may be invoiced in monthly instalments reflecting the value of work completed. Each instalment shall be payable in full by the due date specified in the relevant invoice. Failure to pay any instalment on time shall render the entire outstanding balance immediately due. 6.7.We shall make an additional charge based on our current charges for the materials we use and the time we spend for carrying out work on your system at your site under condition 11 (Maintenance service) that is not described as being covered by the annual charge or monthly charge for the maintenance service. 6.8.You must pay any additional charge due under this Agreement without deduction or set off either by the due date specified in our invoice, or by direct debit, and agree that time is of the essence for payment. 6.9.We may charge for any wasted visit at our standard call-out rates applicable at the time if you fail to provide access or otherwise prevent us from performing the Services. We may also charge for any work required due to circumstances beyond our control, including repairing or attempting to repair damage or resetting the System caused by you, your employees, agents or contractors, or any third party. 6.10.We may revise the charges for Services at any time, and in any event on or after each anniversary of the Agreement Date. Revised charges shall take effect from the date specified in our written notice to you. 6.11.If you fail to pay any sum due in full by the due date, interest shall accrue on the overdue amount at the rate of 4.5% per calendar month from the day after the due date until payment is received in full, whether before or after judgment. We also reserve the right to claim statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. 7.OUR LIABILITIES UNDER THIS AGREEMENT 7.1.Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our gross negligence; or for any loss, damage or liability arising as a result of our fraud. 7.2.Subject to clause 7.1 we shall not in any circumstances be liable (whether in contract, tort, negligence, misrepresentation or otherwise) for: 7.2.1.loss of profits, revenue, business, contracts or anticipated savings; 7.2.2.loss of goodwill, reputation or agreements; 7.2.3.loss of, or corruption to, data or information; or 7.2.4.any indirect, consequential or purely economic loss, costs, damages, charges or expenses, even if such losses were reasonably foreseeable. 7.3.Subject to clause 7.1, our total aggregate liability to you, whether in contract, tort, negligence, breach of statutory duty or otherwise, in connection with this Agreement shall not exceed the lesser of: 7.3.1.twenty (20) times the total charges actually paid by you under this Agreement; or 7.3.2.£50,000 in respect of loss of or damage to property; and 7.3.3.£10,000 in respect of any other loss or damage. 7.4.We shall have no liability to you (and you shall have no right of recourse against us) for any delay in performing, or failure to perform, any of our obligations under this Agreement to the extent that such delay or failure results from any act, omission or breach by you, your employees, agents or subcontractors. 7.5.We do not accept responsibility for, and shall have no liability in respect of, any failure of the communications link, third-party monitoring equipment, or external network provider on which the System relies. 7.6.You shall give us written notice of any claim as soon as reasonably practicable, and in any event within thirty (30) days of becoming aware (or when you ought reasonably to have become aware) of the circumstances giving rise to it. Compliance with this clause 7.6 is a condition precedent to our liability. 7.7.We shall have no liability for any statement, representation or warranty (whether oral or written) made by our employees, agents or subcontractors unless such representation is expressly incorporated into this Agreement. 8.INDEMNITY 8.1.You shall fully indemnify, defend and hold us harmless against all losses, liabilities, damages, costs, expenses (including reasonable legal and professional fees) to the extent arising out of or in connection with: 8.1.1.Any death or personal injury to our employees, agents or subcontractors arising from your breach of this Agreement, negligence, or any act or omission of you, your employees, agents, subcontractors, or any other person present at the Site with your authority or permission, including any failure to comply with the Occupiers’ Liability Act 1957 or any other applicable legislation; 8.1.2.Any loss of or damage to any property belonging to us or to any of our employees, agents or subcontractors, caused by your negligence or that of your employees, agents, subcontractors or anyone acting under your authority; 8.1.3.any third-party claim brought against us arising out of your negligence, breach of this Agreement, or the acts or omissions of your employees, agents, or subcontractors. 8.2.Without prejudice to clause 8.1, you shall indemnify and hold us harmless from and against any and all losses, costs, damages, liabilities, demands, claims, fines, penalties and expenses (including legal and professional fees) arising out of or in connection with: 8.2.1.any loss of or damage to property (whether belonging to you or a third party); and 8.2.2.any death or personal injury to any person, arising during or in connection with the provision of the Fire Risk Assessment and/or Fire Training Services, except to the extent such loss, damage, death or injury is caused solely and directly by our negligence. 8.3.This clause 8 shall survive termination or expiry of this Agreement, howsoever arising. 9.FORCE MAJEURE 9.1.We shall not be liable for any delay or failure to perform our obligations under this Agreement where such delay or failure is caused by any event, circumstance or cause beyond our reasonable control, including but not limited to acts of God, adverse weather, epidemic or pandemic, strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of terrorism, war, riot, civil commotion, compliance with law or governmental order, breakdown of plant or machinery, fire, flood, or default of suppliers or subcontractors (“Force Majeure Event”). 9.2.If a Force Majeure Event prevents us from performing our obligations for a continuous period of more than three (3) months, either party may terminate this Agreement by giving written notice to the other. 9.3.If the Agreement is terminated pursuant to clause 9.2, you shall remain liable to pay all charges properly accrued and payable up to the date of termination, including (without limitation) all costs of goods supplied, services performed and expenses incurred by us, together with any unavoidable commitments entered into by us in reliance on this Agreement. 9.4.Our obligations shall be suspended for the duration of the Force Majeure Event, and we shall be entitled to a reasonable extension of time to perform those obligations once the Force Majeure Event has ceased. 10.OUR SERVICES 10.1.The services to be provided by us are those expressly described in these clauses and the Agreement, and shall be provided strictly in accordance with the Agreement. No other services are included unless expressly agreed by us in writing and signed by both parties. 10.2.We shall carry out our obligations in relation to the services (including any design work) with reasonable skill, care and diligence, and, in respect of Maintenance Services, in accordance with good industry practice and the applicable current British Standard or EU equivalent. No warranty, condition or representation beyond this is given or implied. 10.3.Unless otherwise agreed in writing, all services will be performed during our normal Working Hours. We may charge additional fees at our then-current rates for any services carried out outside such hours. 10.4.We may levy additional charge (at our prevailing rates) where: 10.4.1.you request any alteration to the agreed specification (whether verbal or written); 10.4.2.delays, interruptions or access restrictions occur due to your acts or omissions, or those of your employees, agents, customers or other contractors; or 10.4.3.additional time or resources are required to complete the works due to circumstances beyond our control. 10.5.The warranty period is: 10.5.1.Twelve (12) months, for parts and labour, from the date of the Work Completion Certificate, where we have supplied, installed or extended and commissioned the system and provide the standard maintenance service; or 10.5.2.twelve (12) months for parts only from the date of delivery, where we supply the system only. Repair or replacement shall constitute the Customer’s sole and exclusive remedy for any breach of warranty. No warranty applies beyond these periods. 10.6.During the applicable warranty period, we shall, at our sole option, repair or replace any defects in the system notified to us which result solely from defective materials or workmanship, or the system not conforming with the quotation or specification. This warranty shall not apply where the defect arises from: 10.6.1.accidental or wilful damage; 10.6.2.failure to follow our instructions, operating manuals or applicable British Standards; 10.6.3.negligence or misuse by you, your employees, agents or contractors; or 10.6.4.any alteration, repair or maintenance carried out without our prior written consent. Except as set out above, all warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law. Any repair or replacement shall not extend or renew the original warranty. 11.MAINTENANCE SERVICES 11.1.The Agreement specifies the type of Maintenance Service you have selected. You must pay the annual or monthly maintenance charge stated in the Agreement, together with any additional charges set out in these Conditions. We shall carry out the number of maintenance visits agreed with you in writing or confirmed by email. For the purposes of this Agreement, “maintenance” means inspection and testing of the system only. 11.2.If maintenance is not carried out, or not carried out in accordance with the standard described in Condition 10.2, you must give us at least thirty (30) days’ prior written notice to enable us to carry out the maintenance. Any additional work relating to repair and/or upkeep of your system will be charged separately at our then-current rates. 11.3.Following each maintenance visit, including a call out, we shall issue a certificate of inspection recording the condition of the system inspected and tested. If any faults or defects are identified, we will provide you with a quotation for repair or replacement. We shall have no obligation to undertake further maintenance in respect of any part of the system where you fail to accept our quotation or do not permit us to perform the necessary work. 11.4.The Agreement specifies the maintenance service you have selected. Full details of inclusions for replacement of goods or labour are set out in our “Service Plans.” For the avoidance of doubt, any upgrades, replacements, or remedial works outside the scope of the Service Plan will be treated as additional chargeable Services. 11.5.If you request an urgent call-out, we will use reasonable endeavours to respond within twenty-four (24) hours (or sooner, if agreement prior to the commencement to this Agreement). Each emergency call-out will be chargeable at our current rates, together with the cost of all materials used in effecting the repair, unless such repair is covered under the applicable warranty. 12.SUPPLY AND INSTALLATION OF GOODS (OWNERSHIP) 12.1.You must accept delivery of the goods supplied, installed, or extended under this Agreement on the delivery date, whether in whole or in part, and shall assume all responsibility and risk for the goods from the point of delivery. If you fail to accept delivery on the delivery date, we may, at our discretion, place the goods into storage. In such circumstances: 12.1.1.you shall bear all costs of storage, handling, insurance and associated expenses; 12.1.2.risk of goofs shall pass on delivery; title remains with the Company until payment in full; and 12.1.3.the full invoice price shall remain immediately payable in accordance with our invoice. 12.2.Title and ownership of the goods shall always remain vested in us until we have received payment in full of all sums due under this Agreement. 12.3.If this Agreement is terminated, or if you fail to pay any amount due, we shall be entitled, without prejudice to any other rights or remedies, to enter your premises (or any premises where the goods are stored) to repossess the goods or any part of them. You irrevocably grant us the right of access for this purpose. 12.4.If you do not permit us to enter the premises, you must, at your own cost, immediately deliver up the goods to us at the address shown on the first page of this Agreement. 13.FIRE RISK ASSESSMENT, FIRE DOOR INSPECTION AND FIRE TRAINING SERVICES 13.1.This clause 13 applies only where you have expressly selected one or more of the Fire Risk Assessment Service, Fire Door Inspection Servic, or Fire Training Service under the Agreement. 13.2.Fire Risk Assessment Service: Where the Fire Risk Assessment Service is selected in the Agreement, the Company shall attend the Site(s) at an agreed time and prepare a written report setting out its professional assessment of fire risk together with recommendations to mitigate such risk. The scope and type of assessment shall be determined solely by the Company in its professional judgment, having regard to the type of building, its size and occupancy. 13.3.Fire Door Inspection Service: Where the Fire Door Inspection Service is selected in the Agreement, the Company shall attend the Site(s) at an agreed time and inspect the fire and/or escape doors identified in the Agreement. The Company shall issue a written report setting out its assessment of the condition of the doors and any recommendations for corrective action required to achieve compliance. 13.4.Fire Training Service: Where the Fire Safety Training Service is selected in the Agreement, the Company shall deliver fire warden training which may include, at its discretion, training on fire extinguishers, fire detection and alarm systems, evacuation drills, and weekly alarm testing: 13.4.1.If the Customer selects training at an open venue, the Customer shall be allocated a place at one of the Company’s regular off-site training sessions in the UK. 13.4.2.If the Customer selects an upgrade to on-site training, no entitlement shall arise to any off-site training course in addition. 13.5.Where a Customer cancels or postpones an appointment for the Fire Risk Assessment, Fire Door Inspection or the Fire Safety Training Service shall, the Customer shall compensate the Company for its resulting loss of time and expenses by paying the applicable percentage of the Charge, together with any administration fee as set out below. The cancellation/postponement fee shall be payable immediately and without set off: Number of weeks’ notice before an appointment cancelled or postponed% of Service Charge payable by the customer More than 4 weeksNone 4 weeks to 1 week25% (No fee payable if postponed to a later agreed date) 1 week or less50% (25% of fee payable if postponed to a later agreed date) On the Day100% (50% of fee payable if postponed to a later agreed date) 14.DATA PRIVACY 14.1.Compliance with Law. Each party shall comply with all applicable data protection and privacy laws in connection with this Agreement. To the extent the Company (FAST) processes Personal Information under this Agreement, it shall do so in accordance with such laws. The Company shall take commercially reasonable steps (but no greater obligation) to protect Personal Information. 14.2.Rights and Obligations. If the Customer provides Personal Information, the Customer warrents and represents that it has the full legal right and necessary consents to do so. The Customer shall provide any required notifications to data subjects before providing their Personal Information to the Company. The Customer shall fully indemnify the Company against any claims, fines, losses or expenses arising from any failure to comply with this clause. 14.3.Data Sharing. The Company may share Personal Information with its affiliates, employees, contractors and service providers where necessary to perform the Agreement, provided appropriate protections are applied. 14.4.Data Storage. We may store Personal Information on servers accessible by FAST employees, contractors and authorised service providers, whether within or outside the UK, subject to appropriate safeguards in place. 14.5.Retention. The Company will retain Personal Information for the term of this Agreement, and thereafter as required under this Agreement, to protect the Company’s legal rights, or as required or permitted by law or audit requirements. If we process Personal Information for purposes separate and apart from this Agreement, the Company serves as a controller and assumes legal obligations as a controller, including for defining the appropriate retention period. 14.6.If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information), the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made. 14.7.While performing under this Agreement, if a party learns of any: (i) complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals in relation to the processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regulatory proceedings. 15.SUBCONTRACTING 15.1.The Company shall be entitled to subcontract any or all of its rights or obligations under the Agreement without the prior written consent of the Client. 16.CONFIDENTIALITY 16.1.Each party undertakes that it shall not at any time, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party. 16.2.Each party may disclose the other party's confidential information: 16.2.1.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 Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.1; and 16.2.2.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 16.3.Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement. 17.ENTIRE AGREEMENT 17.1.The Agreement 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. 18.VARIATION 18.1.No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 19.WAIVER 19.1.A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 19.2.A failure or delay by a party to exercise any right or remedy provided under the Agreement 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 Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 20.SEVERANCE 20.1.If any provision or part-provision of the Agreement 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 20 shall not affect the validity and enforceability of the rest of the Agreement. 21.THIRD PARTY RIGHTS 21.1.The Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. 22.GOVERNING LAW AND JURISDICTION 22.1.The Agreement, 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. 22.2.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 Agreement or its subject matter or formation.
