AYMES® International Limited
TERMS & CONDITIONS OF PURCHASE
“AYMES” AYMES International Limited (registered in England and Wales with company number 6603123);
“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with Clause 13.4;
“Contract” the contract between AYMES and the Supplier for the sale and purchase of the Deliverables in accordance with these Conditions;“Data Protection Legislation” all UK Data Protection Legislation and any other applicable European Union legislation relating to personal data 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);
“Data Protection Legislation” all UK Data Protection Legislation and any other applicable European Union legislation relating to personal data 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);
“Deliverables” the goods or services (or any part of them) set out in the Order;
“Delivery Date” the date specified in the Order, or, if none is specified, within 30 days of the date of the Order;
“Delivery Location” the address for delivery of Deliverables as set out in the Order;
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, software, rights in 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 subsisting now or in the future in any part of the world;
“Order” AYMES’ order for the Deliverables, as set out in AYMES’ purchase order form, AYMES’ written acceptance of the Supplier’s quotation or as the case may be;
“Specification” Any specification for the Deliverables that is agreed by AYMES and the Supplier;
“Supplier” The person or firm from whom AYMES purchases the Deliverables; and
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
1.2.1 References to “Clauses” and “Schedules” are to the clauses of and schedules to these Conditions and a reference to a “Paragraph” is to a paragraph of the relevant Schedule;
1.2.2 The expressions “Controller”, “Processor”, “Data Subject”, “Personal Data”, “processing” and “appropriate technical and organisational measures” shall haver the meanings given to those terms in Data Protection Legislation;
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 Any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 A reference to “writing” or “written” includes faxes and emails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by AYMES to purchase the Deliverables in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
2.3.1 The Supplier issuing a written acceptance of the Order; and
2.3.2 The Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. THE DELIVERABLES
3.1 The Supplier shall ensure that any Deliverables comprising goods shall for the whole life of such Deliverables:
3.1.1 Correspond with their description and any applicable Specification;
3.1.2 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known by AYMES to the Supplier expressly or by implication, and in this respect AYMES relies on the Supplier’s skill and judgement; and
3.1.3 Comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Deliverables.
3.2 In supplying any Deliverables which are services, the Supplier shall:
3.2.1 Co-operate with AYMES in all matters relating to such services, and comply with all instructions of AYMES;
3.2.2 Perform such services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
3.2.3 Use a suitable number of suitably skilled and experienced personnel to provide such services;
3.2.4 Ensure that such services conform with all descriptions and specifications set out in any Specification, and that the Deliverables shall be fit for any purpose that AYMES expressly or impliedly makes known to the Supplier;
3.2.5 Provide all equipment, tools and vehicles and such other items as are required to provide such services;
3.3 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.4 AYMES may inspect and test any Deliverables which are goods at any time before delivery. The Supplier shall remain fully responsible for the Deliverables despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.5 If following such inspection or testing AYMES considers that the Deliverables do not conform or are unlikely to comply with the Supplier’s undertakings at Clause 3.1, AYMES shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.6 AYMES may conduct further inspections and tests after the Supplier has carried out its remedial actions.
3.7 The Intellectual Property Rights in the Deliverables shall the date of the Contract (or, if later) the date of creation of the rights from time to time, vest in AYMES. The Supplier assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to AYMES.
3.8 The Supplier shall do and execute, or arrange for the doing and executing of, each act, document and thing that AYMES may consider necessary or desirable to perfect the right, title and interest of AYMES in and to the Intellectual Property Rights in the Deliverables.
4.1 The Supplier shall ensure that, in respect of Deliverables which are goods:
4.1.1 Such Deliverables are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 Each delivery of the Deliverables is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Deliverables, special storage instructions (if any); and
4.1.3 If the Supplier requires AYMES to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver or supply Deliverables:
4.2.1 On or by no later than the Delivery Date;
4.2.2 At such Delivery Location as is specified by AYMES; and
4.2.3 During AYMES’ normal business hours, or as instructed by AYMES.
4.3 Delivery of Deliverables which are goods shall be completed on the completion of unloading the Deliverables at the Delivery Location.
4.4 If the Supplier delivers more or less than the quantity of any Deliverables ordered, AYMES may at its discretion accept or reject the Deliverables (in whole or in part) and any rejected Deliverables shall be returnable at the Supplier’s risk and expense.
4.5 The Supplier shall not deliver any Deliverables in instalments or stages without AYMES’ prior written consent. Where it is agreed that the Deliverables are to be delivered by instalments or stages, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle AYMES to the remedies set out in Clause 5.
5.1 If the Deliverables are not delivered on or supplied by the Delivery Date, or do not comply with the undertakings set out in Clause 3.1 or 3.2, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Deliverables, AYMES may exercise any one or more of the following remedies:
5.1.1 To terminate the Contract;
5.1.2 To reject the Deliverables (in whole or in part) and return any Deliverables which are goods to the Supplier at the Supplier’s own risk and expense;
5.1.3 To require the Supplier to replace any rejected Deliverables (or, in the case of services, reperform such services), or to provide a full refund of the price of the rejected Deliverables (if paid);
5.1.4 To refuse to accept any subsequent delivery or performance of Deliverables which the Supplier attempts to make;
5.1.5 To recover from the Supplier any costs incurred by AYMES in obtaining substitute goods or services from a third party; and
5.1.6 To claim damages for any other costs, loss or expenses incurred by AYMES which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
5.2 If the Deliverables are not delivered on the Delivery Date AYMES may, at its option, claim or deduct 2% of the price of the Deliverables for each week’s delay in delivery by way of liquidated damages, up to a maximum of 20% of the total price of the Deliverables. If AYMES exercises its rights under this Clause 5.2, it shall not be entitled to any of the remedies set out in Clause 5.1 in respect of the Deliverables’ late delivery (but such remedies shall be available in respect of the Deliverables’ condition).
5.3 These Conditions shall apply to any repaired, replaced or reperformed Deliverables supplied by the Supplier.
5.4 AYMES’ rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. TITLE AND RISK
6.1 Title and risk in Deliverables which are goods shall pass to AYMES on completion of delivery.
7. PRICE AND PAYMENT
7.1 The price of the Deliverables shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
7.2 The price of the Deliverables:
7.2.1 Excludes amounts in respect of value added tax (“VAT”), which AYMES shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.2.2 Includes the costs of any packaging, insurance and carriage of any Deliverables.
7.3 No extra charges shall be effective unless agreed in writing with AYMES.
7.4 The Supplier may invoice AYMES for the price of the Deliverables plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, AYMES’ order number, the Supplier’s VAT registration number, and any supporting documents that AYMES may reasonably require.
7.5 AYMES shall pay correctly rendered invoices within 60 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
7.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 2% per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This Clause shall not apply to payments the defaulting party disputes in good faith.
7.7 AYMES may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to AYMES against any liability of AYMES to the Supplier.
8.1 The Supplier shall keep AYMES indemnified 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 professional costs and expenses) suffered or incurred by AYMES as a result of or in connection with:
8.1.1 Any claim made against AYMES for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Deliverables, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
8.1.2 Any claim made against AYMES by a third party for death, personal injury or damage to property arising out of or in connection with defects in Deliverables, to the extent that the defects in the Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
8.1.3 Any claim made against AYMES by a third party arising out of or in connection with the supply of the Deliverables including any claim arising out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
8.2 This Clause 8 shall survive termination of the Contract.
9.1 During the term of the Contract and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on AYMES’ request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
10. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
10.1 In performing its obligations under the Contract, the Supplier shall:
10.1.1 Comply with all applicable laws, statutes, regulations from time to time in force; and
10.1.2 Comply with the requirements of the principles contained in Schedule 1.
10.2 AYMES may immediately terminate the Contract for any breach of Clause 10.1 and may terminate the Contract for a breach of the principles contained in Schedule 1 in accordance with that Schedule.
11.1 AYMES may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. AYMES shall pay the Supplier fair and reasonable compensation for any work in progress on the Deliverables at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
11.2 Without limiting its other rights or remedies, AYMES may terminate the Contract with immediate effect by giving written notice to the Supplier if:
11.2.1 The Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.2.2 The Supplier commits persistent breaches of any term of the Contract;
11.2.3 The Supplier 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), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.4 The Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.5 The Supplier suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
11.2.6 The Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
11.2.7 the Supplier’s financial position deteriorates to such an extent that in AYMES’ opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.8 Any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 11.2.3 to 11.2.5 (inclusive).
11.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
11.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. FORCE MAJEURE
12.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this Contract by giving written notice to the affected party.
13. DATA PROTECTION
13.1 The parties shall comply with their data protection obligations set out in Schedule 2.
14.1 Assignment and other dealings
14.1.1 AYMES may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
14.1.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of AYMES.
14.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of AYMES. If AYMES consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
14.3 Confidentiality. The Supplier party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of AYMES, except a disclosure:
14.3.1 To its employees, representatives or contractors who need to know such information for the purposes of carrying out its obligations under the Contract (and on terms that such employees, representatives or contractors comply with this Clause 13.3); and
14.3.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Confidentiality. The Supplier party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of AYMES, except a disclosure:
14.4 Entire agreement. 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.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by AYMES.
14.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.7 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 shall not affect the validity and enforceability of the rest of the Contract.
14.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
14.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 13.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Days after posting; if sent by pre-paid airmail, on the fifth Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
14.8.3 This Clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
14.9 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
14.10 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.
14.11 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.
1.1 The Supplier warrants, represents and undertakes to AYMES that:
1.1.1 It has adopted and maintains policies which commit it to the principles equivalent to those set out in Paragraphs 2, 3 and 4 (the “Sustainability Principles”);
1.1.2 it shall, and shall ensure that its employees, agents, suppliers and sub-contractors comply with principles no less onerous than the Sustainability Principles throughout all stages of production and supply, during its commercial relationship with AYMES.
1.1.3 it shall strive continuously to implement the principles laid down in the Paragraph Sustainability Principles.
1.2 To enable the Supplier to better follow up the implementation of the Sustainability Principles within its organisation, the Supplier shall register all of its production sites supplying to AYMES on a specialised internet platform recommended by AYMES.
1.3 The parties agree that AYMES or its authorised external body shall have the right at any time to audit and monitor the Supplier’s compliance with and implementation of the Sustainability Principles. AYMES shall have free access to audit at any time the manufacturing and/or warehousing sites of the Supplier, including without limitation, the premises, the plants, company records, and the complete process of production.
1.4 If any Sustainability Principle is breached, the parties shall meet at AYMES’ request and discuss the reasons leading to the breach and the steps required to remedy the breach. The Supplier shall make proposals for corrective actions and a timetable to completion of such corrective actions (to be approved by AYMES, acting reasonably).
1.5 If the corrective actions are not implemented to AYMES’ satisfaction within the agreed timescale or if the breach by the Supplier of any of the Sustainability Principles recurs, this shall be regarded as a material breach which is not capable of remedy entitling AYMES to terminate the Contract in accordance with Clause 11.2.1 of the Conditions.
2. FUNDAMENTAL SOCIAL PRINCIPLES
2.1 CHILD LABOUR The Supplier does not employ children aged under 18.If the law sets a higher minimum working age or compulsory schooling is to a higher age, it is this limit that applies.
Educational programs and training are not included in this limitation.
2.2 FORCED LABOUR The Supplier does not use forced or compulsory labour, meaning any work or service performed under threat or that is not consented to by the person concerned.
2.3 DISCRIMINATION With due regard for applicable law, the Supplier refuses to engage in any discriminatory practices. Discrimination means any distinction, exclusion or preference limiting equality of opportunity or treatment. It may be based on race, colour, sex, sexual orientation, religion, political opinion, age, nationality, family obligations or other considerations.
2.4 FREEDOM OF ASSOCIATION AND RIGHT TO COLLECTIVE BARGAINING The Supplier recognises and respects employees’ freedom of association and their right to freely choose their representatives. The Supplier also recognises employees’ right to collective bargaining. The Supplier ensures that employee representatives do not suffer any discrimination.
2.5 HEALTH CARE AND SAFETY AT WORK The Supplier ensures that the workplace and its environment do not endanger the physical integrity or health of employees. Action to reduce the causes of accidents and improve working conditions is the object of ongoing programs. Sanitary equipment, canteens and housing provided to employees are built and maintained in accordance with applicable legal requirements. As a minimum, the Supplier must provide employees with drinking water, clean toilets in adequate number, adequate ventilation, emergency exits, proper lighting and access to medical care.
2.6 WORKING HOURS The Supplier must ensure that national applicable legal restrictions on working hours, including overtime, are complied with. Employees have at least one day off each week, apart from exceptional circumstances and for a limited period.
2.7 PAYMENT The Supplier ensures that:
2.7.1 No wage is lower than the applicable legal minimum;
2.7.1 All employees receive a pay slip;
2.7.3 Employees receive a decent wage, as compared to standard pay practices in their country; and
2.7.4 Wage rates for overtime are in all cases higher than for normal hours.
3. FUNDAMENTAL ENVIRONMENTAL PRINCIPLES
3.1 PRESERVATION OF RESOURCES The Supplier does not employ children aged under 18.If the law sets a higher minimum working age or compulsory schooling is to a higher age, it is this limit that applies.
3.1.1 PRODUCTION The Supplier shall work on minimising the consumption of energy coming from all the sources. It will develop the use of renewable energy.
3.1.2 PACKAGING The Supplier shall work on minimising product’s packaging for optimising the product service (Eco-conception). To do so, the Supplier shall privilege the recycled raw materials, contribute to developing recycling and recycling fields.
3.1.3 LOGISTICS The Supplier shall optimise transportation to reduce fuel consumption.
3.1.4 WATER The Supplier shall minimise the water consumption.
3.2 CHEMICALS The Supplier shall reduce the use of chemicals and fertilisers and exclude the use of chemicals and fertilisers which are hazardous to the health of consumers.
3.3 CLIMATE CHANGE & GREENHOUSE GASES EMISSIONS The Supplier shall work at measuring direct and indirect greenhouse gases emissions of its different activities. The Supplier shall work at minimising its overall greenhouse gases emissions.
3.4 ENVIRONMENTAL MANAGEMENT The Supplier shall work at measuring and controlling its environmental risks. The Supplier shall work at measuring its transported, imported and hazardous wastes according to the Basel Convention. The Supplier shall aim to put in place the environmental management system recognised by national/international authorities.
3.5 ANIMAL TESTING Suppliers who provide either milk or its derivates to AYMES should incorporate measures to protect the welfare of their livestock. Animal testing should not be performed if another scientifically satisfactory method of obtaining the result sought, not entailing the use of an animal, is reasonably and practically available.
4. BUSINESS ETHICS PRINCIPLES The highest standards of ethical, moral and lawful conduct are expected from our suppliers. In particular, we expect our suppliers, their agents and their contractors, to be familiar with and comply with all legal and contractual obligations relating to their business activities, and we will not accept any conduct (including by omission) that is unlawful or that violates such obligations. Further, we prohibit the offer or receipt of gifts, hospitality or expenses whenever such arrangements could affect the outcome of business transactions and are not reasonable.
1. Both parties shall comply with all applicable requirements of the Data Protection Legislation. This Paragraph 1 is in addition to, and does not relieve, remove or replace, either party's obligations under the Data Protection Laws.
2. To the extent that the either party acts as a Controller in respect of any Personal Data shared by it with the other party acting as a Processor, or generated by or for it in the performance of its obligations under the Contract, the Controller shall:
2.1.1 Prevent or restrict it from disclosing or transferring the Personal Data to the other as required under the Contract; or
2.1.2 Prevent or restrict it from Processing the Personal Data as contemplated under the Contract;
2.2 In relation to Personal Data which the Controller has collected and subsequently transferred to the Processor, ensure that all fair processing notices have been given (and, as applicable, consents obtained from Data Subjects) and are sufficient in scope to enable the Processor to process the Personal Data as required in order to obtain the benefit of its rights and to fulfil its obligations under the Contract in accordance with the Data Protection Laws;
2.3 Only send Personal Data which is required by the Processor under the Contract;
2.4 Ensure that any Personal Data transferred to the Processor is accurate in all respects;
2.5 Only provide Personal Data to the Processor by using secure methods;
2.6 Comply with its obligations to report a Data Security Incident to the ICO and (where applicable) Data Subjects under Article 33 of the GDPR and shall inform the Processor of any Data Security Incident irrespective of whether there is a requirement to notify any Supervisory Authority or any Data Subjects;
2.7 Not cause the Processor to breach any Data Protection Laws;
2.8 Provide all such assistance to the Processor as is reasonably required to enable it to comply with requests from Data Subjects to exercise their rights under the Data Protection Legislation or in relation to any Data Security Incident within the time limits imposed by the Data Protection Laws;
2.9 Implement and maintain, at its cost and expense, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
2.10 Only use Controller Data during the term of the Contract for the purposes of performing its obligations or exercising its rights under the Contract; and
2.11 Undertake any privacy impact assessments that are required by the Data Protection Laws (and, where required by the Data Protection Laws, it shall consult with the ICO in respect of any such privacy impact assessments).
3. Without prejudice to the generality of Paragraph 2, in relation to the processing by the Processor of any Personal Data of which the other party is the Controller in connection with the performance by the Processor of its obligations, or the exercise by it of its rights under, the Contract, the Processor shall:
3.1 Process such Personal Data solely in accordance with the Controller’s documented instructions (unless otherwise required to do so by law, in which case the Processor shall promptly notify the Controller of this before performing the processing, unless those laws specifically prohibit the Processor from doing so);
3.2 Ensure that all personnel who have access to or process Personal Data are under binding obligations of confidentiality with the Processor to keep the Personal Data confidential and to maintain the levels of security and protection as required under the Contract, and the Processor shall remain liable to the Controller for any failure of any such personnel to act in accordance with the duties and obligations of the Processor under this Paragraph 3;
3.3 The written direction of the Controller, delete or return to the Processor any Personal Data stored and all copies thereof on termination of the Contract, unless otherwise required by law to store the Personal Data (in which case the Processor shall promptly notify the Controller of this and shall only store the Personal Data to the extent required by the law in question); and
3.4 Maintain complete and accurate records of all processing activities carried out under the Contract and all information necessary to demonstrate its compliance with this Paragraph 3.
4. The Processor shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
5. In complying with Paragraph 5, the Processor shall have regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring the confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
6. The Processor shall:
6.1 Provide all assistance reasonably required by the Controller in responding to any request from a Data Subject and ensuring compliance with the Controller’s obligations under the Data Protection Laws with respect to security, Security Incident and breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
6.2 Immediately notify the Controller on becoming aware of a Security Incident, any access request or complaint received from a Data Subject, or request for disclosure of Personal Data to any law enforcement authority (unless otherwise prohibited by law).
7. The Processor shall not:
7.1 Transfer the Personal Data to any other person (including any third-party processor of Personal Data or sub-processor) without the express prior written consent of the Controller; and
7.2 Transfer any Personal Data outside of the European Economic Area unless the prior express written consent of the Controller has been obtained and the following conditions are fulfilled:
7.2.1 The Controller or the Processor has provided appropriate safeguards permitted by the Data Protection Legislation in relation to the transfer;
7.2.2 The Data Subject has enforceable rights and effective legal remedies;
7.2.3 the Processor complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and
7.2.4 The Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data.
8. Any authorised sub-processors or intended transferees of Personal Data under the Contract outside the European Economic Area, which are authorised by the Controller as at the date of the Contract shall be kept up to date and accurate at all times by the Processor pursuant to and in accordance with the terms of the Contract.
9. The Processor shall not attempt to exclude or otherwise limit its liability with respect to rights of Data Subjects under the Data Protection Laws, the Contract or otherwise.
10. The Processor shall fully indemnify the Controller and keep the Controller fully indemnified from and against any actions, claims, demands, costs (including reasonable legal costs), expenses, loss, damage, regulatory penalties or other liability suffered or incurred by the Controller that arise as a result of, or in connection with, the processing of any Personal Data by the Processor under the terms of or in connection with the Contract or otherwise on behalf of the Controller.
11. Without prejudice to the generality of the foregoing, the Processor shall ensure that its personnel only take instructions from the Controller in relation to the processing of Personal Data for the purpose of and under the terms of the Contract or otherwise on behalf of the Controller.
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