BBI SERVICES LIMITED CLIENT TERMS AND CONDITIONS OF BUSINESS

1. Definitions

1.1 Contract – these terms and conditions and the proposal or other document agreed between the parties setting out the Client, Specification of Services and any Deliverables, any specific exclusions, any Target Date(s), Site and Contract Price.

1.2 Contract Price – the price agreed between the parties for the Services and any Deliverables.

1.3 Client – the person, firm, or company with whom BBI Services contracts, as identified in the Contract.

1.4 Deliverables – any deliverables which are set out in the Specification.

1.5 Intellectual Property – any intellectual property rights including without limitation patents, registered and unregistered trademarks and service marks, registered designs, utility models, design rights, copyright, or any application to register any of the same and any other rights in the nature of intellectual property in the UK or elsewhere in the world.

1.6 Services – the services set out in the Specification.

1.7 Site – the location designated in the Contract at which the Services will be performed.

1.8 Specification – the specification of the Deliverables and the Services to be provided under the Contract set out in writing and agreed by both parties, subject to any specific exclusions recorded.

1.9 Target Date(s) – the date(s) agreed between the parties on which BBI Services will endeavour to deliver or install the Deliverables, and/or provide the Services.

1.10 BBI Services – BBI Services Limited (company number 09012895) of 50 Stratford Road, Shipston on Stour, Warwickshire CV36 4BA.

2. Basis of the Contract

2.1 BBI Services agrees to provide the Services and any Deliverables to the Client and the Client agrees to pay the Contract Price in accordance with the terms of the Contract.

2.2 Any tender or proposal provided by BBI Services shall; –

2.2.1 be subject to these terms.

2.2.2 not constitute a contractual offer, and a Contract shall only be formed on acceptance by BBI Services of the Client’s order.

2.2.3 be valid for 30 days and may be revoked at any time.

2.3 These terms and conditions shall apply to all contracts for the provision of Services and any Deliverables by BBI Services to the Client to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any order or other document. In the case of any conflict or ambiguity between the Client’s original specification and the Specification set out in this Contract, the latter shall prevail.

2.4 Acceptance of provision of the Services or any Deliverables shall be deemed conclusive evidence of the Client’s acceptance of the Contract.

2.5 BBI Services may employ consultants, freelance workers, and sub-contractors to carry out any part of its obligations under the Contract at its sole discretion and it may assign its rights and obligations under this Contract, or any part of them, to any other party. The Client may not assign its rights and obligations under this Contract without the written consent of BBI Services.

2.6 No contract shall be concluded between BBI Services and the Client on these terms or otherwise except by authority of a director or other duly authorised representative of BBI Services.

2.7 Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director or other duly authorised representative of BBI Services.

2.8 Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

2.9 Where provision is agreed to be made by instalments or in stages, each instalment or stage may be deemed at BBI Services discretion to be a separate and distinct contract and no default by BBI Services in respect of any one or more instalment or stage shall entitle the Client to reject or withhold payment in respect of any other instalment or stage.

3. Client’s responsibilities

3.1 The Client will provide BBI Services with such instructions, information, material, copies, drawings and designs, answers to queries, licences, decisions and approvals and access to the Client’s systems, premises, and staff, as may be reasonably necessary for or requested by BBI Services to perform the Contract and provide the Services and any Deliverables. The Client is responsible for ensuring that such material and answers are accurate and complete.

3.2 The Client will provide free of charge the following facilities to representatives of BBI Services, including consultants and sub-contractors, at such times not limited to the Client’s normal business hours as BBI Services requires to allow it to perform the Contract; –

3.2.1 access to the Site.

3.2.2 access to the Client’s employees for information purposes.

3.2.3 all electric power, lighting, heating, water, sanitary facilities, and air conditioning reasonably needed by BBI Services to perform the Contract.

3.2.4 personnel access to the automated site security and attendance systems wherever practicable. Data extracted from such systems will serve as supporting evidence for hours worked for invoicing purposes.

3.3 The Client will obtain all necessary licences or authorities which may be needed in connection with the Site, the Services, and any Deliverables.

3.4 The Client is solely responsible for all aspects of safety at the Site. The Client will provide to BBI Services in advance, any risk assessment, method statement and any other processes and procedures relevant to safety at or access to the Site. The Client is responsible for providing all personal protective equipment which may be required by employees, consultants, or sub-contractors of BBI Services, on their attendance at the Site, except as may be agreed expressly in writing in this Contract.

3.1 The Client will indemnify BBI Services against any claims, damages, costs, expenses, or liability, including legal costs (on a full indemnity basis) incurred by BBI Services as a result of a breach by the Client of any part of this clause 3 or otherwise caused by the Client or its employees or contractors.

3.2 The Client will maintain such building, contents, public and occupier’s liability and employer’s liability insurance and other insurance as is prudent and normal business practice in relation to the Site and will provide a copy of any relevant insurance certificate to BBI Services on request.

3.3 Where the Client is itself a main or other contractor such that the Site is owned and/or occupied by the Client’s own end-client (whether or not in a direct contractual relationship), in meeting its obligations under this clause 3, the Client will procure such co-operation, approvals, compliance, material and other action from the end-client (and any other contractors or occupiers who may be relevant) as may be required, as if the end-client or other contractors or occupiers were substituted for the Client throughout this clause 3.

3.4 The Client will provide more than five working days’ notice if it requires amendment, or cancellation of the start date for the services. (BBI retains the right to charge all reasonably incurred out of pocket expenses incurred as a result, such as travel and accommodation). If less than five working days notice is provided, BBI reserves the right to charge 50% of the agreed services fee.

4. Payment provisions

4.1 The Contract Price shall be agreed between the parties in writing before performance of the Contract, failing which BBI Services shall be entitled to charge based on at its normal consultancy day rates and other commercial charges from time to time.

4.2 BBI Services may levy additional charges for Services and any Deliverables provided outside the Specification.

4.3 BBI Services reserves the right by giving notice to the Client at any time before completion of its performance of the Contract to increase the Contract Price if; –

4.3.1 the costs to BBI Services of providing or producing such Services or any Deliverables increase due to any factor beyond the control of BBI Services.

4.3.2 the Client changes the Specification or agrees to any change to the Specification proposed by BBI Services.

4.3.3 the Client causes any delay.

4.3.4 Services or any Deliverables are required by the Client with exceptional urgency or at anti-social hours (taking account of clause 5.1.2).

4.3.5 the Specification records a defined number of consultancy days, and additional days and/or extended working hours are required (taking account of clause 5.1.2).

4.3.6 the Client fails to give BBI Services adequate or accurate information, instructions, or facilities or to comply with its obligations at clause 3.

4.4 Unless alternative payment provisions are agreed, such as specific stage payments, BBI Services may submit an invoice or invoices at any time during or after provision of Services and/or Deliverables, in respect of such part of the Services and Deliverables provided to that date. BBI Services normal practice is to invoice monthly in arrears, following the end of each calendar month.

4.5 Invoices shall be sent to the Client’s address recorded in this Contract unless otherwise agreed.

4.6 All sums due under the Contract will be paid by the Client within 30 days of the date of invoice without any deduction, set-off, counterclaim or abatement and time for payment shall be of the essence. Any queries or disputed supporting timesheet or attendance record must be raised within five working days of receipt, after which time if no query or dispute is raised then it is deemed to have been accepted.

4.7 BBI Services may specify which currency and method of payment it requires the Client to use. The Client shall pay any invoice in the currency stated on it. In the event of an invoice raised in a currency other than £Sterling, BBI Services reserves the right at its discretion to adjust the Contract Price on invoice in the event that exchange rate between the currency concerned and £Sterling has varied by more than 5% between the date the Contract Price was originally quoted or agreed, and the invoice date.

4.8 The Contract Price does not include VAT or any similar sales tax, impost or customs duties which will be paid additionally by the Client at the then prevailing rate.

4.9 Unless expressly stated in the Specification, the Contract Price does not include any third party costs or disbursements, including reasonable travelling, accommodation and subsistence expenses for employees and consultants of BBI Services engaged in the provision of Services, and BBI Services may levy additional charges for such expenses or if the Client requires it to procure such items. When reasonably practicable, and save in the case of reasonable travelling, accommodation, and subsistence expenses, BBI Services shall seek the Client’s prior consent to material disbursements. However, BBI Services reserves the right to incur chargeable disbursements without obtaining the Client’s prior approval, in the event that those are modest in relation to the Contract Price or are required with exceptional urgency.

4.10 No act or omission of the Client which prevents BBI Services from continuing to perform the Contract or performing it according to any agreed timescale shall prevent BBI Services from raising invoices in accordance with this clause 4.

4.11 If the Client fails to make any payment within the time specified in this Contract, BBI Services may take any or all of the following steps: –

4.11.1 suspend provision of further Services and any Deliverables, whether under this Contract or any other contract or otherwise, until payment is made in full.

4.11.2 impose a condition of advance payment or payment of a specified deposit on the provision of further Services or Deliverables and invoice the same with immediate effect and for immediate payment.

4.11.3 charge the Client interest (both before and after any judgement) on the amount unpaid at the compound rate of 8% per annum above the Official Dealing Rate of the Bank of England from time to time until payment in full is made, and also charge the Client for all costs and expenses (including legal costs on a full indemnity basis) incurred by BBI Services in the collection of any overdue amount.

4.11.4 appropriate any payment made by the Client and set-off any monies due to the Client, whether under this Contract or any other contract or otherwise (including any VAT applicable), to or against the unpaid invoice or invoices.

4.11.5 retain any property of the Client then in its possession under a general lien for any payment falling due under this Contract.

4.11.6 cancel the Contract and/or any part of the Contract and/or any other contract between BBI Services and the Client.

4.12 Where payment is made by means of any bill of exchange, cheque or other negotiable instrument, payment shall not be treated as having been made until such instrument has been honoured on presentation for payment.

4.13 Where delivery is agreed to be made by instalments, each instalment may be deemed at BBI Services discretion to be a separate and distinct contract and no default by BBI Services in respect of any one or more instalments shall entitle the Client to reject or withhold payment in respect of any other instalment.

5. Services and Deliverables

5.1 BBI Services will provide the Services using such employees, consultants, or sub-contractors as it considers necessary. It will use reasonable endeavours to ensure continuity but shall not be required to make available any particular individual, either continuously or at all. BBI Services may substitute any individual performing any part of the Services at any time at its discretion, whether to cover periods of holiday, sickness, other absence, unavailability or for any other reason.

5.2 Unless expressly agreed in writing in this Contract; –

5.2.1 Services will be provided principally at or from BBI Services premises or from the home or working address of such employees, consultants or sub-contractors as may be engaged by BBI Services on the Contract. The Services incorporate periodic attendance at the Site, as may be reasonably required, but do not include travel to or attendance at any other location, including any other premises of the Client, any third party premises, nor any overseas travel, unless expressly stated in the Specification.

5.2.2 Services will generally be provided during normal weekday hours between 9am and 5pm GMT excluding UK statutory holidays, and BBI Services consultancy day rates are based on an 8 hour working day (including a 30 minute lunch break) between these hours.

5.3 BBI Services will use all reasonable endeavours to provide the Services and any Deliverables on or within any Target Date(s) which the parties may agree, but such date(s) will be treated as targets only and time will not be of the essence. If no dates are specified, provision of the Services and any Deliverables will be within a reasonable time.

5.4 BBI Services shall not be responsible for delay caused by factors beyond its control, including adverse weather conditions.

5.5 BBI Services reserves the right by giving notice to the Client at any time to change any Target Date(s) if; –

5.5.1 the Client changes or agrees to change the Specification.

5.5.2 the Client causes any delay.

5.5.3 the Client fails to give BBI Services adequate or accurate information, instructions, or facilities, or fails to comply with its obligations at clause 3.

5.6 Any Deliverables shall be at the Client’s risk as from delivery to the Site or otherwise to the Client, and the Client will be responsible for insuring the Deliverables from the time risk passes.
5.7 The Consultant will maintain the primary digital timesheet records (in the absence of, or alongside, automated site attendance records) to be included within the monthly invoice.

6. Training

6.1 Payment must be received in full at least 30 days prior to the course / eLearning / webinar start date. If a course / eLearning / webinar is booked within 30 days before it is due to start, then payment is due immediately.
6.2 Failure by the customer to pay any charges when they fall due may (at BBI’s discretion) result in:
6.2.1 The places on the course / eLearning / webinar being withdrawn;
6.2.2 BBI ceasing to provide the course / eLearning / webinar; and/or
6.2.3 BBI withholding any certification due to the delegates where applicable

6.3 All cancellations must be received by BBI Services, in writing, by providing 30 days’ notice. Cancellations cannot be accepted within 30 days of the start of the course / eLearning / webinar, cancellations, and therefore any cancellation made within 30 days of the start date will not be eligible for a refund.

6.4 Bookings can be transferred with no less than 30 days’ notice ahead of the course / eLearning / webinar start date, after which any changes requested will not be eligible for a refund. BBI are unable to accept any booking amendments within 30 days of the course / eLearning / webinar start date.

6.5 Delegates who do not attend on the day (face to face or eLearning) will be charged the full course / eLearning fee.

6.6 In the event of a cancellation by BBI Services will offer (at its sole discretion) alternative dates, a full refund, or a credit note. In the event of a re-schedule, delegates will be transferred to the new date, those who cannot attend the revised date should follow the cancellation procedures at 6.3 or delegate transfer procedures 6.4.

6.7 BBI Services will take photographs, videos and audio recordings which may be used to help promote future training courses (both online and in print). Booking onto an event with BBI Services authorises use of images / recordings by BBI Services. However, any objections to this should be raised with BBI at the earliest opportunity.

7. Intellectual Property

7.1 Any Intellectual Property in any Deliverables, in any reports, presentations, documents, data, software, proofs, designs, drawings, logos, specifications, equipment or any other material, and in any instructions, in each case whether in paper or electronic form, whether produced on a bespoke basis by BBI Services for the Client or otherwise, shall remain the property of BBI Services.

7.2 No right or licence is granted to the Client, except the right to use the Deliverables and any other material supplied to the Client in the ordinary course of the Client’s business, as anticipated by and for the duration of this Contract.

7.3 The Client shall promptly notify BBI Services, in the event that it becomes aware of any infringement by any party of BBI Services intellectual property rights in the Deliverables or any other material.

7.4 Save as may be expressly agreed in the Specification, BBI Services shall not be required to assign, nor to procure the assignment or licensing, to the Client of any Intellectual Property belonging to any third party.

7.5 To the extent that the Client supplies BBI Services with any original material in relation to this Contract, the Client grants a licence to BBI Services to publish, reproduce, adapt, sell, and otherwise use without limitation any such material for the purposes of its performance of this Contract but not otherwise.

7.6 The provisions of this clause 6 shall survive the termination of this Contract.

8. Warranties

8.1 BBI Services warrants that the Services and any Deliverables will comply with the Specification.

8.2 BBI Services reserves the right to make any changes to the Specification which are required to conform with any applicable legal or regulatory requirements, or which do not materially affect their quality or performance.

8.3 The Client warrants that it has not relied on any representations made by or on behalf of BBI Services or upon any descriptions, illustrations, samples, or specifications contained in any material produced by or on behalf of BBI Services save for the Specification.

8.4 The Client warrants that any specification, design, instruction, or other material given by it to BBI Services will not infringe any Intellectual Property or other rights of any third party, nor will it be misleading, defamatory, or otherwise unlawful, and the Client will indemnify BBI Services in respect of any claim relating to such infringement.

8.5 The Client shall be responsible for ensuring that any Deliverables are fit for the purpose for which it or any third party intends to use them, and covenants that the Deliverables will only be used for purposes for which they are sufficient and suitable.

8.6 The Client agrees to indemnify BBI Services against all losses, claims, costs, and liabilities incurred by it due to any breach by the Client of the terms of this Contract.

8.7 The Client will maintain sufficient insurance against liability to BBI Services arising under this Contract.

8.8 BBI Services may submit proofs, designs, samples, and other material to the Client for its specific approval as may be relevant. Within 2 working days of receipt by the Client of such items, the Client shall notify BBI Services in writing of its approval of, or of any change or rejection of, such material. If no such notification is received within the period specified, the Client shall be deemed to have accepted the item concerned. The Client shall be responsible for any specific material which it has approved.

8.9 As soon as reasonably practicable, and in any event within 28 days of provision of any Services and any Deliverables and save to the extent that material has already been approved at clause 7.8, the Client shall notify BBI Services in writing if it considers that any part of the Services or Deliverables is not compliant with the Specification or otherwise unsatisfactory or in breach of any provision of the Contract. If the complaint concerns any Deliverables, the Client will, on BBI Services request and at the Client’s expense, return any the affected Deliverables or as may be requested, a sample of the same, to BBI Services for examination.

8.10 BBI Services shall use its best endeavours to rectify any meritorious complaint which is notified to it in accordance with clause 7.9, within a reasonable time of receiving such notification, and may at its discretion; –

8.10.1 carry out such work as is necessary to remedy the complaint.

8.10.2 replace or alter any part of the Deliverables.

8.10.3 refund the Contract Price or such part of it as relates to the Services or any Deliverables affected.
and such action shall be accepted by the Client in full satisfaction of BBI Services liability for the
complaint concerned.

8.11 The Client’s obligations at clause 3 shall apply in relation to this clause 7, as to the original provision.

8.12 BBI Services may refuse to rectify any complaints or invoice the Client for the cost of any work or materials brought about by the Client’s notification of any complaints, where such complaint is not attributable to the Services or Deliverables failing to comply with the Specification or otherwise being in breach of any provision of the Contract or is attributable to any fault of the Client or any third party.

9. Limitation of liability

9.1 BBI Services shall not be responsible for any complaint over the Services or any Deliverables which is not notified in accordance with clause 7.9 or falls within the exceptions at clause 7.12.

9.2 The terms of this Contract represent the whole agreement between the parties and all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise relating to the provision of any goods or services under or in connection with the Contract including (without limitation) as to the condition, quality, performance or fitness for purpose of the Deliverables or any of them or the standard of care used in the provision of the Services are hereby expressly excluded from the Contract save for the undertakings implied by the Sale of Goods Act 1979 section 12 in respect of title to any goods.

9.3 BBI Services shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill, loss of anticipated savings, delayed opening, nor for any indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party or loss of expected “e-commerce” business or computer “down time”), damage, cost or expense of any kind whatever and however caused.

9.4 BBI Services accepts liability for death or injury caused by the negligence of BBI Services or that of its employees, agents or sub-contractors acting in the course of their engagement under this Contract, or by fraud, and such other liability which cannot be excluded by law, without limit.

9.5 In all other cases not falling within clause 8.4, BBI Services total liability (whether in contract, tort including negligence or otherwise) under or in connection with this Contract or based on any claim for indemnity or contribution in respect of any single claim or series of connected claims shall not exceed the lower of; –

9.5.1 two times the Contract Price paid in respect of the Services and any Deliverables concerned; and

9.5.2 such proportion of the value of the Client’s recoverable claim, as is just and equitable, taking account of the degree of fault of the Client and any third party, including any party with which the Client contracted or dealt, whether directly or indirectly (such party being deemed to have paid its fair proportion on the same principles).

9.6 In all other cases not falling within clause 8.4, no action or proceedings in relation to or arising out of this Contract (whether in contract, tort including negligence or otherwise) shall be commenced against BBI Services after the expiry of 12 months from provision of the Services or Deliverables concerned.

9.7 BBI Services shall not be liable for any change to the Specification if the variation does not materially affect the characteristics of the Services or any Deliverables, and the substituted materials (if any) are of comparable quality to the originals.

9.8 The Client agrees that except as expressly provided in this Contract BBI Services will not be under any liability of any kind whatever and however caused, arising directly or indirectly in connection with this Contract.

9.9 Any liability of BBI Services under the Contract shall be subject to and conditional upon the due performance by the Client of all its obligations under this Contract and, subject to these terms, the Client shall not be entitled to withhold or delay payment or exercise any right of set-off which might otherwise have been available to it.

9.10 The Client shall maintain such insurance protection as shall be reasonable and prudent, taking account of the nature of the Client’s business. BBI Services shall not be liable under this Contract for losses suffered by the Client which are, or would have, been recoverable under such policy of insurance.

9.11 BBI Services is a limited company. This Contract and the Services and any Deliverables are provided solely on behalf of the company. No personal liability, whether in contract, tort or otherwise, is accepted by any individual who may provide services to the Client, whether as a shareholder, director, employee, consultant, freelancer, or supervisor or otherwise.

10. Termination

10.1 BBI Services may terminate this Contract or suspend its performance with immediate effect on written notice if;

10.1.1 the Client ceases or threatens to cease to carry on its business or becomes insolvent.

10.1.2 a Receiver, Administrator or similar Officer is appointed over all or any part of the assets or undertaking of the Client.

10.1.3 the Client makes any arrangement for the benefit of its creditors.

10.1.4 the Client goes into liquidation save for the purposes of a genuine amalgamation or reconstruction.

10.1.5 the Client commits a material breach of this Contract and (in the case of a breach capable of remedy) fails to remedy it within 14 days of receipt of written notice from BBI Services specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.

10.1.6 the Client refuses to accept the Services or any Deliverables or any part of them on the Target Date(s) or on such later date as they are ready for delivery.

10.1.7 the Client defaults in paying the Contract Price or any part of it.

10.2 In the event of a suspension, BBI Services shall be entitled to demand pre-payment of any part of the Contract Price not yet due for payment as a condition of re-commencing its performance.

10.3 BBI Services may terminate this Contract at its discretion at any time by giving 14 days’ notice in writing to the Client.

10.4 Upon termination of this Contract for whatever cause the Client shall pay to BBI Services all monies due to BBI Services at that date after taking into account amounts previously paid including –

10.4.1 the total value of Services performed, and Deliverables supplied up to the date of termination, the Contract Price for which shall then become payable immediately notwithstanding any prior contrary arrangement.

10.4.2 any cancellation charges payable to BBI Services consultants or sub-contractors.

10.4.3 the cost of the components or services associated with the Deliverables ordered for the purposes of the Contract for which BBI Services has paid or is legally bound to pay.

10.4.4 the cost of removal from the Site of any property of BBI Services.

10.4.5 any other costs incurred by BBI Services in connection with the Contract or its termination including but not limited to loss of profits, processing costs already incurred and any reduction in the value of any material used.

10.5 Termination of this Contract shall not affect any rights of the parties accrued to them up to the date of termination.

11. TUPE

11.1 The Client warrants that BBI Services will not inherit liabilities for employees of any outgoing supplier of similar goods and/or services, nor for employees of the Client itself, and will indemnify BBI Services such liabilities.

11.2 If any claim relating to TUPE is made against BBI Services in connection with this Contract, whether before or after its commencement, the Client will co-operate with BBI Services in defending such claim and minimising its liability, including procuring provision of any necessary employee information, engaging in consultation, and defending or assisting in defending any claims brought. At the discretion of BBI Services, it may conduct such defence in its own name or delegate such defence to the Client, in either case at the Client’s expense (including any reasonable legal costs incurred and any compensation awarded).

12. Confidentiality and GDPR

12.1 For the purposes of this clause 11, the following definitions will apply; –

12.1.1 Confidential Information – all information (whether commercial, financial, technical, or otherwise) relating to the disclosing party, its business, sub-contractors, other clients, and suppliers, disclosed to or otherwise obtained by the recipient party under or in connection with this Contract and which is designated as being confidential or which is by its nature clearly confidential.

12.1.2 Controller, Data Subject, Personal Data, Processor, International Organisation – shall have the respective meanings given to them in GDPR from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly).

12.1.3 GDPR – The General Data Protection Regulation (EU) 2016/679 and any laws which implement GDPR or replace, extend, re-enact, consolidate, or amend it.

12.1.4 Protected Data means Personal Data received from or on behalf of the Client in connection with the performance of BBI Services obligations under this Contract; and

12.1.5 Sub-Processor means any agent, sub-contractor or other third party (excluding its employees) engaged by BBI Services for carrying out any processing activities on behalf of the Client in respect of the Protected Data.

12.2 Each party undertakes in respect of Confidential Information for which it is the recipient; –

12.2.1 to treat such Confidential Information as confidential.

12.2.2 not without the disclosing party’s prior written consent to communicate or disclose any part of such Confidential Information to any person except; –

• only to those employees, agents, sub-contractors, and other suppliers on a need to know basis who are directly involved in the Contract.

• the recipient’s auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient.

12.3 The obligations in clause 11.2 will not apply to any Confidential Information which is –

12.3.1 in the recipient’s possession (with full right to disclose) before receiving it.

12.3.2 or becomes public knowledge other than by breach of this clause.

12.3.3 independently developed by the recipient without access to or use of the Confidential Information; or

12.3.4 lawfully received from a third party (with full right to disclose).

12.4 The parties agree that the Client is a Controller and that BBI Services is a Processor for the purposes of processing Protected Data pursuant to this Contract. The Client shall always comply with GDPR in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to BBI Services in respect of Protected Data (including the terms of this Contract) shall, at all times, be in accordance with GDPR.

12.5 BBI Services shall process Protected Data in compliance with the obligations placed on it under GDPR and the terms of this Contract.

12.6 The Client shall indemnify and keep indemnified BBI Services against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this clause 11.

12.7 BBI Services shall:

12.7.1 only process (and shall ensure its employees and Sub-Processors only process) Protected Data in accordance with clause 11.13 and this Contract (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so); and

12.7.2 if BBI Services believes that any instruction received by it from the Client is likely to infringe GDPR, promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

12.8 BBI Services shall not, without the prior written authorisation of the Client, permit any processing of Protected Data by any agent, subcontractor or other third party, except by any Sub-Processors, or by any employees of BBI Services or of any Sub-Processors acting in the course of their employment, provided that any Sub-Processor and any direct employee of BBI Services is subject to an enforceable written obligation of confidence with regards to the Protected Data, and BBI Services will ensure that such Sub-Processors and direct employees comply with all such obligations.

12.9 BBI Services shall (at the Client’s cost):

12.9.1 assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of GDPR, taking into account the nature of the processing and the information available to BBI Services; and

12.9.2 taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of GDPR in respect of any Protected Data.

12.10 BBI Services shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the EEA or to any International Organisation without the prior written consent of the Client.

12.11 BBI Services shall, in accordance with GDPR, make available to the Client such information that is in its possession or control as is reasonably necessary to demonstrate BBI Services compliance with the obligations placed on it under this clause 11 and to demonstrate compliance with the obligations on each party imposed by Article 28 of GDPR.

12.12 On the termination of this Contract, at the Client’s cost and the Client’s option, BBI Services shall either return any Protected Data to the Client or securely dispose of such Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires BBI Services to store such Protected Data.

12.13 Data processing details – Processing of any Protected Data by BBI Services under this Contract shall be for the subject-matter, duration, nature, and purposes set out in this clause 11.13; –

12.13.1 Subject-matter of processing – Any Protected Data belonging to the Client and provided to BBI Services by the Client under this Contract.

12.13.2 Duration of the processing – The duration of this Contract.

12.13.3 Nature and purposes of the processing – In connection with the performance by BBI Services of its obligations under this Contract including the provision of the Services and/or any Deliverables. Processing may include formatting or reformatting, scanning for malware, copying for backup and security purposes, testing and monitoring, support, fault-finding, and correction, communicating with the Client, provision of updates and marketing information.

12.14 Technical and organisational security measures – Taking into account the state of technical development, the costs of implementation and the nature, scope, context and purposes of the processing of any Protected Data to be carried out under or in connection with this Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, BBI Services shall implement technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(a) to 32(d) (inclusive) of GDPR.

12.15 This clause 11 will continue in force notwithstanding the termination of this Contract for any reason. Following termination, each party shall, at the other party’s option, return or destroy all Confidential Information of the other party.

13. Force majeure

13.1 Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this Contract due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest, or other event beyond the reasonable control of either party.

13.2 The party claiming the force majeure event will promptly notify the other of it and will take all reasonable steps to minimise its effect. Any costs associated with such event shall be borne by the party incurring those costs.

13.3 So long as the force majeure event continues, the Client may contract with any third party for the goods or services which BBI Services is unable to provide as a result.

14. Miscellaneous

14.1 Neither party shall during or for a period of 6 months after termination of this Contract, whether on its own account or on behalf of any other person, firm, company or otherwise, employ or directly or indirectly solicit away from the other, or employ or engage in any capacity, any employee, consultant, or contractor of the other with whom it has dealt under this Contract. In the event of breach of this clause, the breaching party shall forthwith pay to the other a sum equivalent to 90 consultancy or working days at the relevant individual’s previously current external charging rate including any VAT, or 90 days at the individual’s gross salary, whichever is higher, by way of liquidated damages. The parties agree that this is intended to reflect a genuine pre-estimate of the loss which the party concerned would expect to suffer from such action.

14.2 All notices to be given under this Contract shall be in writing and shall be sent to the normal business address of the party concerned by first class post or by hand or may be sent electronically to the regular e-mail address of the party concerned.

14.3 No delay or failure by BBI Services to exercise any of its powers, rights or remedies under this Contract will operate as a waiver of them and any waiver, to be effective, must be in writing.

14.4 If any part of this Contract, including for the avoidance of doubt any part of limitation clause 8, is found by a court or other competent authority to be invalid, unlawful, or unenforceable then such part will be severed from the remainder of this Contract which will continue to be valid and enforceable to the fullest extent permitted by law.

14.5 BBI Services shall be entitled to set-off against any monies payable to it by the Client under this Contract, any monies which may be payable by it to the Client, whether under this Contract or otherwise. The Client shall not be entitled to any right of set-off.

14.6 No person who is not a party to this Contract may enforce any term of this Contract. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract, nor to any agreement or document entered into pursuant to this Contract.

14.7 This Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersedes all previous communications, representations, and other arrangements, written or oral.

14.8 This Contract will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the jurisdiction of the courts of England and Wales.

Acceptance of terms and conditions:
I confirm I have read and understood the terms and conditions of conducting business with BBI Services Limited.