Agreement for the Supply of Intermediary Services

BETWEEN:

Claremont Consulting Limited (registered in England and Wales under number 4578798) of The White Chapel Building, 10 Whitechapel High Street, London, E1 8QS (“the Company”)

AND

Client’s Name (registered in England and Wales under number xxxxxxxxx) of Client Address (“the Client”)

WHEREAS:

(A) The Company is acting as an Employment Business, and carries on the business of sourcing and supplying Independent Contractors or Employees of the Company, to provide Intermediary Services to Clients.

(B) The Client has instructed the Company to supply Independent Contractors or Employees of the Company, to provide the Intermediary Services specified in the Assignment Schedule.

(C) The Company will Introduce Independent Contractors or Employees of the Company, to the Client to provide the Intermediary Services subject to the terms of this Agreement

1 INTERPRETATION:

In this Agreement the following expressions shall be given the following meanings:

“Assignment” the assignment detailed in the Assignment Schedule for which the Independent Contractors or Employees of the Company is supplied by the Company to the Client to provide the Intermediary Services;

“Assignment Schedule” the Schedule attached to the Agreement which details the Intermediary Services to be provided by the independent contractors or employees to the Client;

“Day” a calendar day

“Data Protection Legislation” the EU’s GDPR (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the Processing of Personal Data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the guidance and codes of practice issued by the UK’s Information Commissioner;

“Engagement” the employment, hire or other use, directly or indirectly, whether under a contract of service or contract for services or otherwise, on a permanent, temporary or other basis, of Independent Contractors or Employees of the Company by or on behalf of the Client in any site, office or location of the Client whether for the position for which the Independent Contractors or Employees of the Company is introduced or any other position (and “Engage”, “Engages” and “Engaged” shall be construed accordingly);

“Fees” The Company’s fees for the supply of the Independent Contractors or Employees of the Company to provide the Intermediary Services to the Client;

“Client” any person, firm or corporation (together with any subsidiary, associated or holding company) to whom Independent Contractors or Employees of the Company is supplied or introduced; or who approaches or is approached by the Company, with a view to the supply of Independent Contractors or Employees of the Company from the Company to provide Intermediary Services;

“Client Site” the location at which the Independent Contractors or Employees of the Company will deliver the Intermediary Services, as specified in the Assignment Schedule;

“Independent Contractors or Employees of the Company” the individual or limited company supplied by the Company to the Client to provide the Intermediary Services to the Client (which expression, where the context so admits, shall be deemed to include each and every Independent Contractor or Employee of the Company) and who is designated to carry out work for the Client under the Assignment, including any substitutes (where the context admits);

“Intermediary Services” the Intermediary Services specified in the Assignment Schedule to be provided by the Independent Contractors or Employees of the Company to the Client;

“Introduction” any means by which an Independent Contractor’s or Employees’ of the Company availability for any Engagement (actual or potential, present or future) is communicated to the Client by the Company including by post, e-mail or phone (and “Introduces” and “Introduced” shall be construed accordingly);

“Regulations” the Conduct of Employment Agencies and Employment Business Regulations 2003 as amended (and any reference in the Agreement to a ‘Regulation’ shall be interpreted accordingly);

“Relevant Period” the longer of either 14 weeks from the first Day on which the Independent Contractors or Employees of the Company provided the Intermediary Services to the Client, or 8 weeks from the Day after the Independent Contractors or Employees of the Company was last supplied by the Company to the Client. The ‘first Day’ will be the first occasion on which an Independent Contractors or Employees of the Company is supplied to provide the Intermediary Services to the Client, or the first Day of an Assignment where there has been more than 42 Days since the end of any previous Assignment;

“Remuneration” the gross base salary or fees for the first year’s Engagement including bonuses, commission, overseas premiums, living/accommodation allowances, etc. The provision of a car is valued at £5,000 additional remuneration.

2 THE AGREEMENT

2.1 In the Agreement, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and, any reference to a Person includes an individual, a firm or a company.

2.2 All and any business undertaken by the Company is transacted subject to the Agreement and the Assignment Schedule, all of which shall be incorporated into any contract between the Company and the Client. In the event of any conflict between the Agreement and any other terms and conditions, the Agreement shall prevail unless expressly otherwise agreed in writing by a Director of the Company. No variation in the Agreement shall be valid if made without the written consent of a Director of the Company. If the Agreement is not signed, it is deemed to have been accepted by the Client by virtue of its request for, interview with, or Engagement of, Independent Contractors or Employees of the Company.

2.3 The complete or partial invalidity or unenforceability of any provision in the Agreement for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.

2.4 For the purposes of the Regulations, when introducing Independent Contractors or Employees of the Company to the Client, the Company is acting as an Employment Business.

2.5 The Independent Contractors or Employees of the Company shall be entitled to provide services to third parties during the Assignment, provided that its Consultants do not do so during the same hours as required to provide the Intermediary Services to the Client, and that no conflict of interest is created with the Intermediary Services supplied to the Client.

2.6 The commencement of an Assignment is subject to the Independent Contractors or Employees of the Company entering into a corresponding contract with the Company for the provision of the Intermediary Services. At any time prior to the commencement of an Assignment, the Company may without any liability to the Client withdraw from the supply of Independent Contractors or Employees of the Company. The Company shall have no liability to the Client should a contract between the Company and the Independent Contractors or Employees of the Company not be concluded.

3 OBLIGATIONS OF THE COMPANY

3.1 Prior to the commencement of the Assignment, or if this is not practical upon commencement of the Assignment, the Company will send the Client the Assignment Schedule specifying the duration of the Assignment, the identity of the Independent Contractors or Employees of the Company, the Fees payable together with such expenses as may have been agreed, the notice period to terminate the Assignment, the intervals at which invoices shall be rendered to the Client by the Company, and any other information relevant to the Assignment.

3.2 The Company is responsible for paying the Independent Contractor’s or Employee’s of the Company fees.

3.3 The Company will use its reasonable endeavours to Introduce a suitable Independent Contractor or Employee of the Company to the Client to carry out work of such nature as the Client shall notify to the Company when requesting Independent Contractors or Employees of the Company.

3.4 When Introducing Independent Contractors or Employees of the Companyto the Client, the Company shall, to the extent required by the Regulations, inform the Client of the identity of that Independent Contractors or Employees of the Company; that such Independent Contractors or Employees of the Company has the necessary or required experience, training, qualifications and any authorisations required by law or a professional body to work on the Assignment; and that such Independent Contractors or Employees of the Company are willing to work on the Assignment.

3.5 Where such information is not given in writing it shall be confirmed by such means by the end of the third Day after Introduction, save where the Independent Contractors or Employees of the Company is being Introduced for an Assignment in the same position as one in which the Independent Contractors or Employees of the Company had previously been supplied within the previous five Days and such information has been given to the Client, unless the Client requests that the information be resubmitted.

3.6 Where the Independent Contractors or Employees of the Company is required by law, or any professional body, to have any qualifications or authorisations to work on the Assignment, or the Assignment involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Company will, to the extent required by the Regulations, take all reasonably practical steps to obtain and offer to provide to the Client:

3.6.1 copies of any relevant qualifications or authorisations of the Independent Contractors or Employees of the Company; and

3.6.2 two references from persons not related to the Independent Contractors or Employees of the Company who have agreed that the references they provide may be disclosed to the Client. The Company will take all reasonably practical steps to confirm that the Independent Contractors or Employees of the Company are suitable for the Assignment. If the Company is unable to do any of the above, it shall inform the Client of the steps it has taken to obtain this information in any event.

3.7 In the event that the Intermediary Services are performed away from the Client Site, such as at the Independent Contractor’s or Employee’s of the Company, offices or place of business, the Company shall use its best endeavours to ensure that the Independent Contractors or Employees of the Company shall be responsible for ensuring adequate telephony, IT, and other communication facilities to enable the successful performance of the Intermediary Services remotely.

3.8 The Company shall use its reasonable endeavours to ensure that the Independent Contractors or Employees of the Company provides such facilities, tools and equipment as are necessary for the provision of the Intermediary Services, whether away from the Client Site or otherwise.

3.9 The Company shall not, and shall use its reasonable endeavours to ensure that the Independent Contractors or Employees of the Company shall not, engage in any conduct detrimental to the interests of the Client, including any conduct tending to bring such parties into disrepute or which results in the loss of custom or business.

3.10 The Company will use its reasonable endeavours to ensure that in the provision of the Intermediary Services the Independent Contractors or Employees of the Company will comply with all applicable laws, rules and regulations specified by the Client (including, without limitation, rules and regulations in respect of any statutory obligations, data protection legislation, health and safety, internet and email use, and security). Further, the Company shall use its reasonable endeavours to ensure that the Independent Contractors or Employees of the Company takes all reasonable steps to safeguard his health and safety during the Assignment, and the health and safety of any third party who may be affected by the Independent Contractor’s or Employees’s of the Company actions during the Assignment (whether at the Client Site or otherwise).

3.11 The Company warrants that any Independent Contractors or Employees of the Company supplied under the Agreement has ‘opted out’ under Section 32 of the Conduct Regulations.

4 OBLIGATIONS OF THE CLIENT

4.1 The Client shall specify its exact requirements (including any special skills) by providing the Company with full details of the Assignment for which the Independent Contractors or Employees of the Company is required. The Client shall not request any Independent Contractors or Employees of the Company to undertake any work other than that which has been notified to the Company by the Client.

4.2 The Client shall verify at the time that the Independent Contractors or Employees of the Company begins to provide the Intermediary Services that the Independent Contractors or Employees of the Companyis suitable for the Assignment, and that he has the capability to carry out the duties required with due care and skill.

4.3 The Client undertakes to comply with all obligations, duties and regulations (whether statutory or otherwise) in any way arising from the Intermediary Services to be provided by the independent contractors or employees.

4.4 The Client acknowledges that the Independent Contractors or Employees of the Company will co-operate with the Client’s reasonable instructions whilst retaining its own direction and control over the manner, time, and place in which it or each Consultant provides the Intermediary Services during the Assignment.

4.5 The Client warrants to the Company that its computers, operating systems and any software which the Independent Contractors or Employees of the Company may be asked to use or modify as part of the Assignment, are either the property of the Client or are lawfully licensed to the Client, such that the Client has the right to authorise third parties such as the Independent Contractors or Employees of the Company to use or modify all such computer systems and software. The Client shall indemnify and hold harmless the Company for any liability incurred as a result of the Client’s breach of this clause.

4.6 The Client shall pay the Fees in accordance with clause 5 below and as detailed in the Assignment Schedule, or as may be varied during the Assignment or any extension.

4.7 The Client will not be charged when Intermediary Services are not provided due to Consultant illness or holiday. However, the Client will be liable to pay Fees with respect to an Assignment if the Consultant is available to work, but the Client does not require Services to be provided for any periods during the Assignment. The Fees in such circumstances will be calculated by reference to the periods detailed in the Assignment Schedule.

5 FEES

5.1 The Client shall pay the daily/hourly/monthly charge as detailed in the Assignment Schedule to the Company for the supply of Independent Contractors or Employees of the Company, and such travel and other expenses as may be agreed between the Client and the Company.

5.2 VAT shall be paid at the prevailing rate.

5.3 There are no rebates available in respect of the Fees.

5.4 The Company may assign to a third party the right to render invoices and receive payments.

5.5 The Fees will be invoiced to the Client on a monthly basis and are payable within 14 Days. The Company reserves the right to charge interest on any overdue amounts pursuant to The Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment. Any breach of this clause 5.5 shall entitle the Company to immediately terminate, without prior notice, the Agreement and each and every Assignment concluded under it.

6 TIMESHEETS AND INVOICING

6.1 At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week or is completed or finished before the end of a week) and in any event by no later than 14 Days after the last working Day of each timesheet, the Client shall verify the provision of the Intermediary Services by signing the timesheet provided to the Independent Contractors or Employees of the Company for this purpose, or verifying it through an on-line timesheet system, confirming the number of Days worked by the Independent Contractors or Employees of the Company.

6.2 Verification of the provision of the Intermediary Services by the Client constitutes acceptance that the Independent Contractor’s or Employee’s of the company, services have been provided satisfactorily and in accordance with the Agreement. Failure to verify execution in writing does not affect the Client’s obligation to pay the Fees in respect of the services provided.

6.3 Signature of the timesheet by or on behalf of the Client is confirmation of the number of Days worked. If the Client is unable to sign a timesheet produced for verification by the Independent Contractors or Employees of the Company because the Client disputes the Days claimed, the Client shall inform the Company within one Day of the timesheet being produced by the Independent Contractors or Employees of the Company. The Client shall co-operate fully with the Company to enable it to establish what Days, if any, were worked by the Independent Contractors or Employees of the Company.

6.4 The Client shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work provided by the Independent Contractors or Employees of the Company. In cases of unsuitable work the provisions of clause 8 below shall apply.

6.5 If the Client fails to sign a timesheet but fails to comply with clause 6.3 above, after 15 Days the Company shall be entitled to raise an invoice for the days on the timesheet as if no dispute existed.

6.6 If the Client needs to supply a purchase order to the Company, it shall do so within 14 Days of the last working day of each time sheet.

7 TRANSFER AND INTRODUCTION FEES

7.1 If the Client Engages Independent Contractors or Employees of the Company supplied by the Company either directly or pursuant to being supplied by another Employment Business, within either the duration of the Assignment or the Relevant Period, the Client shall, subject to electing upon giving 5 Days’ notice, be liable to pay either:

7.1.1 An extended period of hire of the Independent Contractors or Employees of the Company being 26 weeks, during which the Client shall pay the current daily charge agreed pursuant to the Agreement for each Day the Independent Contractors or Employees of the Company is supplied; or

7.1.2 A transfer fee equal to 35% of the Remuneration; or, if the actual amount of the Remuneration is not known, the transfer fee will be equal to 50 x the daily charge (“the Transfer Fee”).

7.2 If the Client does not give notice before an Independent Contractor or Employee of the Company is Engaged, the parties agree that the Transfer Fee shall be due.

7.3 In the event that there is an Introduction of an Independent Contractor or Employee to the Client which does not result in the supply of that Independent Contractor or Employee by the Company to the Client, but which leads to the Engagement of the Independent Contractors or Employees or by the Client either (a) directly or (b) pursuant to being supplied by another employment business, within 12 months from the date of Introduction the Client shall, be liable to pay an Introduction Fee equal to 25% of the Remuneration; or if the actual amount of the Remuneration is not known, an Introduction Fee equal to 50 x the daily charge proposed by the Company on Introduction of the Independent Contractors or Employees of the Company to the Client (“the Introduction Fee”).

7.4 In the event that Independent Contractors or Employees of the Company supplied to a Client is Introduced by the Client to a third party which results in the Engagement of the Independent Contractors or Employees of the Company by the third party within the Relevant Period, the Client shall, subject to electing upon giving 5 Days’ notice, be liable to pay either:

7.4.1 An extended period of hire of Independent Contractors or Employees of the Company being 26 weeks, during which the Client shall pay the current daily charge agreed pursuant to the Agreement for each Day the Independent Contractors or Employees of the Company is supplied; or

7.4.2 the Transfer Fee.

7.5 In this situation, if the Client is an RPO or similar outsource provider, or another Employment Business, the Transfer Fee will apply if the Independent Contractors or Employees of the Company is Introduced to the Client’s client or any end client other than the Client.

7.6 If the Client elects for an extended period of hire, as set out in clause 7.1.1 or clause 7.4.1 above, but before the end of such period the Client or the third party Engages the Independent Contractors or Employees of the Company supplied by the Company either directly or pursuant to being supplied by another employment business; or the Independent Contractors or Employees of the Company chooses not to be supplied for an extended period of hire, the Transfer Fee payable pursuant to clause 7.1.2 or clause 7.4.2 may be charged; or, reduced, by such percentage to reflect the period of extended hire already undertaken by the Independent Contractors or Employees of the Company at the relevant time and paid for by the Client.

7.7 In the event that there is an Introduction of Independent Contractors or Employees of the Company to the Client which does not result in the supply of that Independent Contractor or Employee of the Company by the Company to the Client, but the Independent Contractors or Employees of the Company is Introduced by the Client to a third party which leads to the Engagement of the Independent Contractors or Employees of the Company by the third party, within 12 months from the date of Introduction by the Company, the Client shall be liable to pay the Introduction Fee. In this situation, if the Client is an RPO or similar outsource provider, or another Employment Business, the Introduction Fee will apply if the Independent Contractors or Employees of the Company is Introduced to the Client’s client or any end Client other than the Client.

7.8 VAT is payable on any Transfer or Introduction Fee due under this clause 7.

7.9 No refund of any Introduction Fee or Transfer Fee will be paid in the event that an Engagement subsequently terminates.

7.10 The Client agrees that the Transfer Fee and the Introduction Fee are an acknowledgement of the additional management costs incurred by the Company in these situations, that they represent liquidated damages, and that they are not a penalty clause.

7.11 The Client undertakes not to employ or seek to employ any member of the Company’s staff. If any member of the Company’s staff nevertheless accepts an Engagement with the Client within three months of leaving the Company’s employment, the Client will pay an Introduction fee calculated as 50% of the staff member’s Remuneration, calculated as at the date the staff member left the Company, including all bonuses, as if that member of staff had been Introduced to the Client by the Company. The Client acknowledges that this is not a penalty clause, and that this fee recognises the additional management costs incurred by the Company in this situation.

8 UNSATISFACTORY INDEPENDENT CONTRACTOR OR EMPLOYEES OF THE COMPANY PERFORMANCE

8.1 If the Client reasonably considers that the Intermediary Services are unsatisfactory within the first 7 Days of the Assignment, the Client may terminate the Assignment either by instructing the Independent Contractors or Employees of the Company to leave the Assignment immediately, or by directing the Company to remove the Independent Contractors or Employees of the Company. The Company may, in such circumstances, reduce or cancel the fee for the time worked by the Independent Contractors or Employees of the Company, provided that the Assignment terminates:

8.1.1 within 4 hours of the Independent Contractors or Employees of the Company commencing the Assignment where the Assignment is for more than 7 hours; or

8.1.2 within 2 hours for Assignments of 7 hours or less;

and also provided that notification of the unsuitability of the Independent Contractors or Employees of the Company is confirmed in writing to the Company within 48 hours of the termination of the Assignment.

8.2 The Client shall notify the Company immediately and in any event within 24 hours if the Independent Contractors or Employees of the Company fails to provide the Intermediary Services or notifies the Client that the Independent Contractors or Employees of the Company is unable to provide the Intermediary Services for any reason.

8.3 The Company shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that Independent Contractors or Employees of the Company supplied to the Client is unsuitable for the Assignment and shall terminate the Assignment with immediate effect by giving notice to the Client.

9 SUBSTITUTION

9.1 The Company shall ensure that the Intermediary Services are initially performed by the Consultant named in the Assignment Schedule.

9.2 During the Assignment Term, the Client agrees that the Company shall be entitled to substitute the initial Independent Contractor or Employee of the Company for a substitute Consultant (“the Substitute Consultant”), subject to the following conditions being met:

9.2.1 The Substitute Consultant has at least the equivalent levels of skill, qualifications, experience and training as the initial Consultant, in order for the required standards of the Intermediary Services to be met;

9.2.2 The Substitute Consultant has opted out of the Conduct Regulations;

9.2.3 The Substitute Consultant has the legal right to work in the country where the Intermediary Services are provided;

9.2.4 At the Client’s request, the initial Consultant shall conduct a reasonable handover period to ensure the quality of the services is maintained throughout, during which time he shall work alongside the Substitute Consultant in order to ensure that the Substitute Consultant is familiar with the Client’s Assignment requirements, and any timetable or deadlines to be completed. The Company shall not make any additional charge for the extra Consultant during such handover period.

10 CONFIDENTIALITY AND INTELLECTUAL PROPERTY

10.1 Both parties agree that they shall keep confidential all information of a confidential or commercially sensitive nature that it obtains from the other party (or from any person acting on behalf of the other party), and shall use such confidential information solely to fulfil their respective obligations under the Agreement or as may be required by law.

10.2 For the purposes of this Clause 10, the following shall not be classified as confidential information:

10.2.1 information which is publicly known at the time of disclosure;

10.2.2 information which, after disclosure by either party, becomes publicly known other than through a breach of this contract;

10.2.3 information which either party can demonstrate was already known to it prior to its disclosure by the other party;

10.2.4 information which either party can show was developed independently by its own employees, agents or subcontractors, who were not aware of the information disclosed by the other party;

10.2.5 information which either party can show was made available to it by a third party, who had the legal right to do so, and who had not imposed on that party any obligation of confidentiality.

10.3 The Company shall, at the request of the Client, use its reasonable endeavours to ensure that the Independent Contractors or Employees of the Company sign such confidentiality agreement(s) in favour of the Client as the Client may reasonably require.

10.4 The content of the Agreement is confidential information. The Client may not enter into direct negotiations or discussions with the Independent Contractors or Employees of the Company with regard to charges, income, contract duration or termination without the express written consent of the Company.

10.5 All property, software, and other materials supplied by the Client to the Independent Contractors or Employees of the Company during the Assignment shall at all times remain the property of the Client.

10.6 Upon payment by the Client for the Intermediary Services, all copyright, trade marks, patents, design rights and any other intellectual property rights deriving from the Intermediary Services provided by the Independent Contractors or Employees of the Company (the “Works”), shall belong absolutely to the Client. Accordingly, the Company shall (and shall use its reasonable endeavours to ensure that the Independent Contractors or Employees of the Company shall) execute all such documents and do all such acts as the Client may from time to time require, in order to give effect to its rights pursuant to this clause and to vest legal and beneficial title to the Works in the Client.

10.7 The Company shall, where requested, use its reasonable endeavours to ensure the waiver of any moral rights by the Consultant in respect of the Works or other Intermediary Services provided.

10.8 Notwithstanding the above clauses, the Company and the Independent Contractors or Employees of the Company shall be entitled to continue to use and exploit methodologies, techniques, procedures and know-how employed in or associated with the Assignment.

11 DATA PROTECTION

11.1 For the purpose of this clause 11 the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Process” and “Processing” will have the meanings prescribed under the Data Protection Legislation.

11.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, they are both Data Controllers in common with each other, and will be Data Processors in their own right. Clauses 11.3 to 11.6 below set out the relevant particulars of the Processing as required by the Data Protection Legislation.

11.3 The subject matter of Data Processing is to Process Independent Contractors or Employees of the Company Personal Data as is necessary to receive the Intermediary Services pursuant to the Agreement.

11.4 The nature and purpose of the Data Processing is to provide the Intermediary Services pursuant to the Agreement.

11.5 The category of Data Subjects is Intermediaries, Consultants, and any other individuals Introduced pursuant to the Agreement.

11.6 The type of Personal Data will include a Consultant’s First and last name, Contact information (email, phone, and address), ID data, professional life data, and Personal life data (including residency and immigration status).

11.7 The Client shall, in relation to any Personal Data processed in connection with the performance by the Client of its obligations under this Agreement:

11.7.1 Process that Personal Data only on the written instructions of the Company unless required to do otherwise by applicable law. In that event, the Client shall inform the Company of such legal requirement before Processing the Personal Data other than in accordance with the Company’s documented instructions, unless that same law prohibits the Client from doing so on important grounds of public interest;

11.7.2 ensure that any natural person acting under the authority of the Client who has access to the Personal Data does not Process it except on the instructions of the Company, unless required to do otherwise under applicable law;

11.7.3 ensure that it has in place industry leading security for the Personal Data, including protection against unauthorised or unlawful Processing and against accidental loss, destruction or damage ; and implement industry leading technical and organisational measures, subject to review and approval by the Company, to ensure a level of security appropriate to the risk of harm that might result from, unauthorised or unlawful Processing, accidental or unlawful loss, destruction or alteration, unauthorised (or disclosure of) access or damage to Personal Data taking into account:

11.7.3.1 the nature, scope, context and purposes of the Processing of the Personal Data to be protected,

11.7.3.2 the state of the art in technological developments in information security; and

11.7.3.3 the cost of implementing any measures;

And the Client shall include, as a minimum, pseudonymising and encrypting the Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services; ensuring that availability of and access to the 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;

11.7.4 ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential;

11.7.5 immediately inform the Company if it considers that any of the Company’s instructions infringe the Data Protection Legislation;

11.7.6 not transfer any Personal Data outside of the European Economic Area or any other territory in which the European Commission has decided that the third country ensures an adequate level of protection. In which case, the Client shall comply with any safeguards put in place by the Company to protect the Personal Data. The Client shall also ensure that enforceable Data Subject rights and effective legal remedies for Data Subjects are available;

11.7.7 notify the Company without undue delay on becoming aware of a Personal Data breach, which shall include without limitation if any Personal Data is lost, stolen, destroyed, damaged or corrupted; or where there is an unauthorised or accidental disclosure of such Personal Data;

11.7.8 notify the Company immediately if it receives any complaint, notice or communication that relates to the Processing of the Personal Data (including without limitation any Data Subject requests) and/or to either Party’s compliance with the Data Protection Legislation;

11.7.9 at the written direction of the Company, and automatically on the termination of the Agreement or the earlier termination of any Assignment, delete or return Personal Data and copies thereof to the Company unless required by applicable law to store the Personal Data; provided always that if the Client Engages a Consultant, then such Personal Data may be retained for each such Data Subject until such Engagement has been completed;

11.7.10 maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and make available such records and any other information necessary to demonstrate compliance with its obligations as a Data Processor under the Data Protection Legislation, and allow for and contribute to audits by the Company or the Company’s designated auditor or data supervisory authority on reasonable notice; and,

11.7.11 assist and co-operate with the Company as necessary and reasonable, 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, breach notifications, impact assessments, and consultations with supervisory authorities or regulators. The Client shall be solely responsible for its own costs in complying with this provision.

11.8 The Company does not consent to the Client appointing any third party processor of Personal Data under the Agreement.

11.9 The Company warrants that the Independent Contractors or Employees of the Companyand any Substitute Independent Contractors or Employees of the Company have provided their formal consent under the Data Protection Legislation to the storage, processing and transmission of his Personal Data by the Company only for purposes relating to any actual or potential Assignment, whether within or outside the EU.

11.10 The Company will use its best endeavours to ensure that the Independent Contractors or Employees of the Company will comply with the Data Protection Legislation.

11.11 The Client shall indemnify the Company against all loss, liability, damages, costs, third party claims, fees and reasonable incurred expenses which the Company and/or any of its Intermediaries or Consultants may incur or suffer by reason of any breach of this Clause 11 or the Data Protection Legislation by the Client, save where the Client is acting at the direct instruction of the Company. This indemnity shall only apply to the extent that such losses, liability, damages, costs, claims, fees and expenses are not materially contributed to by the Company.

12 TERM AND TERMINATION

12.1 Unless otherwise stated in the Assignment Schedule, either party may terminate an Assignment without cause by giving the other party a minimum of 28 Days’ notice in writing. Should the Client terminate an Assignment under this Clause 12.1 but fail to give the requisite period of notice then, without prejudice to any other remedy of the Company, the Client shall be responsible for the payment of the Fees that would have been payable by it (calculated by reference to the periods specified in the Assignment Schedule) as if the full minimum notice had been given. The parties agree this payment is an enforceable liquidated damages clause and is not a penalty clause.

12.2 The Agreement shall automatically terminate on the completion, expiry or earlier termination of the Assignment.

12.3 The Company may immediately terminate each and every Assignment concluded under the Agreement without liability to the Client by giving notice to the Client at any time if:

12.3.1 the Client fails to comply with any of its obligations under the Agreement, including but not limited to clause 4.8 above in relation to payment of the Fees;

12.3.2 the Client makes any voluntary arrangement with its creditors (within the meaning of Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than the purpose of amalgamation or reconstruction); or

12.3.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or

12.3.4 the Client ceases, or threatens to cease, to carry on business.

13 LIABILITY AND INDEMNITY

13.1 Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Assignment and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:

13.1.1 failure of the Independent Contractors or Employees of the Company to meet the requirements of the Client for all or any of the purposes for which it is required by the Client;

13.1.2 any act or omission of the Independent Contractors or Employees of the Company, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

13.1.3 any loss, injury, damage, expense or delay incurred or caused by the Independent Contractors or Employees of the Company; (PROVIDED THAT nothing in this clause 13 shall be construed as purporting to exclude or restrict liability of the Company to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Agreement Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.

13.1.4 Nothing in this clause 13 shall limit or exclude liability for any liability for fraud including fraudulent misrepresentation.

13.2 The Client hereby undertakes to indemnify the Company in respect of any and all liability of the Company for any loss, injury, damage, expense or delay suffered or incurred by any one arising directly or indirectly from or in any way connected with the acts and omissions of the Independent Contractors or Employees of the Company, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Assignment.

13.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the Fees payable to the Company hereunder, and shall accept risk and/or insure accordingly. The Client shall ensure the provision of adequate and suitable policies of Employers Liability Insurance, Public and Products Liability Insurance and Professional Indemnity Insurance, to cover the performance and liabilities of the Independent Contractors or Employees of the Company under the Agreement.

14 MISCELLANEOUS

14.1 The Company reserves the right to review and to revise the Agreement with prior notice to the Client.

14.2 A notice required or permitted to be given by either party to the other under the Agreement shall be in writing addressed to that other party at its registered office or principal place of business.

14.3 No waiver by the Company of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4 Except as expressly provided in the Agreement a person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14.6 The Agreement shall be governed by and construed in accordance with the laws of England and Wales.