Confidentiality

All the parties shall not, other than with the prior written consent of the others, disclose directly or indirectly to any person, firm, company or third party and shall only use for the purposes of this Agreement, any information relating to the  Programme, the Website, or the parties’ employees, each others’ business, trade secrets, customers, subsidiaries, suppliers, affairs or any other information in whatever form received or obtained by any party, from another party, as a result of entering into or performing this Agreement, or arising on its termination or expiry.

Any party may disclose information which would otherwise be confidential if and to the extent that:

The disclosure is required by law or applicable regulatory requirements;

The information has come into the public domain through no default of any party;

It is disclosed to any party’s professional advisers, auditors, bankers, sub-contractors or employees who are directly concerned with this Agreement and whose knowledge of such information is essential, subject to such persons being bound by a duty of confidence

The parties agree that damages might not be a sufficient remedy to any breach of the terms of this clause and that as a result injunctive or other equitable relief may be obtained in respect of any breach or anticipated breach.

 

Data protection

Each party warrants and represents that it has made, and undertakes that at all times during the Term it will maintain, any notification and registration required under the DPA which relates to the performance of its obligations under this agreement.

Each party undertakes that in the performance of this agreement it will comply with the DPA, and in particular the Data Protection Principles set out in the DPA, and with any guidance issued from time to time by the Information Commissioner.

The Supplier undertakes that it has and/or will:

at all times during the period of this agreement put in place appropriate technical and organisational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access to the Personal Data as well as adequate security programmes.

not transfer the Personal Data to any country outside the European Economic Area;

submit its data processing facilities, data files and documentation needed for processing to audit and/or certification by the Customer, if so requested;

admit to the Supplier’s Premises upon reasonable notice any person authorised by the Customer or the Information Commissioner for the purposes of satisfying the Customer and/or the Information Commissioner as to its compliance with the DPA and in particular the 7th Data Protection Principle of the DPA;

return to the Customer all Personal Data and any copies of Personal Data in its possession or control or in the possession or control of any of its sub-contractors upon termination of this agreement; and

comply with any changes in Applicable Laws or any change in instructions from the Customer relating to Personal Data.

The Supplier shall indemnify the Customer against all liability, loss, costs and expenses incurred by reason of any claim by any person in respect of any loss, damage or distress caused to that person as a result of the Supplier’s unauthorised or unlawful processing of or the destruction of or damage to any Personal Data, or any breach by the Supplier of its obligations under this clause.

Duration of agreement

This agreement shall commence on the Commencement Date and, subject to the following provisions, shall continue unless and until either party shall serve not less than one month’s notice of termination on the other.

The Customer may forthwith terminate this agreement by giving written notice to the Supplier if the Supplier:

commits a material breach of this agreement and, if the breach is capable of being remedied, fails to remedy it within 14 days after receipt of a written notice specifying the breach and requiring it to be remedied; or

goes into liquidation or administration, has a receiver appointed over any of its assets or makes a voluntary arrangement or composition with its creditors (in each case, within the meaning of the Insolvency Act 1986).

The Supplier may forthwith terminate this agreement by giving written notice to the Customer if the Customer:

fails to pay any sum payable by it under this agreement within 14 days of the due date for payment;

commits a material breach of this agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied; or

goes into liquidation or administration, has a receiver appointed over any of its assets or makes a voluntary arrangement or composition with its creditors (in each case, within the meaning of the Insolvency Act 1986).

A breach of any provision of this agreement shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

No time or indulgence granted by either party shall be considered a waiver of any provision by that party, and no waiver by either party of a breach of this agreement shall be considered a waiver of any subsequent breach of the same or any other provision.

The termination of this agreement for any reason shall not affect any accrued right or liability of either party arising under this agreement and shall not affect any other right or remedy of either party.