T&C
1. About this Agreement
1.1 This Agreement.
This Agreement forms the entire agreement between You (client) and Us (Priority First) and governs the provision of Our Services to You (as described in the ‘Key Terms’ table of the Service Agreement). By signing, You (Client) and We (Priority First) both agree to these Terms and Conditions.
1.2 Definitions.
Any terms not defined in these Terms and Conditions are as defined in the Key Terms table of the Service Agreement.
1.3 Contract Term.
The Contract Term of this Agreement shall be as stated in the Key Terms section on the front page of the Agreement, unless terminated earlier in accordance with Clause 7 (the termination clause) below.
This Agreement forms the entire agreement between You (client) and Us (Priority First) and governs the provision of Our Services to You (as described in the ‘Key Terms’ table of the Service Agreement). By signing, You (Client) and We (Priority First) both agree to these Terms and Conditions.
1.2 Definitions.
Any terms not defined in these Terms and Conditions are as defined in the Key Terms table of the Service Agreement.
1.3 Contract Term.
The Contract Term of this Agreement shall be as stated in the Key Terms section on the front page of the Agreement, unless terminated earlier in accordance with Clause 7 (the termination clause) below.
2. Services
2.1 Appointment.
You appoint Us to provide the Services, and We shall provide the Services to You during the Contract Term of the Agreement, and in line with the warranties set out in sub-clause 5.2 below.
2.2 Services Disclaimer.
While We commit to providing professional security services, We do not warrant or guarantee the prevention of all security breaches or incidents. Our Services aim to deter and mitigate risks but cannot ensure absolute protection.
You appoint Us to provide the Services, and We shall provide the Services to You during the Contract Term of the Agreement, and in line with the warranties set out in sub-clause 5.2 below.
2.2 Services Disclaimer.
While We commit to providing professional security services, We do not warrant or guarantee the prevention of all security breaches or incidents. Our Services aim to deter and mitigate risks but cannot ensure absolute protection.
3. Use of Sub-Contractors and Status
3.1 When providing Security Guards, We will be free to use sub-contractors provided that such sub-contractors are suitably qualified, trained and SIA licensed.
3.2 Any sub-contractor Security Guards appointed by Us shall, for the purposes of this Agreement, and in accordance with the Services, be acting on behalf (and under the instruction of) Priority First Security Limited. Any actions or breaches undertaken or committed by any such sub-contractor Security Guards shall be deemed to be an action or breach undertaken or committed by Priority First Security Limited References to Priority First Security Limited shall be deemed, where relevant, to include references to such sub-contractor Security Guards.
3.3 When subcontracting, We will monitor all those to who We sub-contract any of the Services, and We will ensure that they carry out the Services as set out in this Agreement, and that the confidentiality provisions are adhered to.
3.4 Status. We shall act as an independent contractor and not as Your agent. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between You and Us.
3.2 Any sub-contractor Security Guards appointed by Us shall, for the purposes of this Agreement, and in accordance with the Services, be acting on behalf (and under the instruction of) Priority First Security Limited. Any actions or breaches undertaken or committed by any such sub-contractor Security Guards shall be deemed to be an action or breach undertaken or committed by Priority First Security Limited References to Priority First Security Limited shall be deemed, where relevant, to include references to such sub-contractor Security Guards.
3.3 When subcontracting, We will monitor all those to who We sub-contract any of the Services, and We will ensure that they carry out the Services as set out in this Agreement, and that the confidentiality provisions are adhered to.
3.4 Status. We shall act as an independent contractor and not as Your agent. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between You and Us.
4. Remuneration
4.1 Fees. You agree to pay Us the Fees set out in the Key Terms table of the Service Agreement.
4.2 When Payment is due. Payment for Our Services must be made in accordance with Our Payment Terms, as described in the Key Terms table.
4.3 How to pay. Payment of Our Fees is by bank transfer, the details of which We will provide to You via an invoice.
4.4 Additional Fees. If We incur additional expenses when providing the Services to You, You will reimburse Us for pre-approved reasonable expenses that are documented with corresponding receipts, as per the Payment Terms in the Key Terms table of the Service Agreement.
4.5 VAT. All fees and charges stated in this Agreement are exclusive of Value Added Tax (VAT), which shall be added to the invoices at the applicable rate. You agree to pay any VAT applicable to the Fees and charges for the Services provided under this Agreement upon receipt of a valid VAT invoice.
4.6 Fee increases. Our Fees may change from time to time. We reserve the right to revise Our Fees on an annual basis. Any such revisions will be communicated to You in writing at least 30 days prior to the effective date of the new Fees. If You do not agree with the revised Fees, You may terminate this Agreement by providing Us with 30 days written notice prior to the effective date of the new Fees.
4.7 Set Off. You may not withhold payment of, or make any deduction from, any invoice or other amount due to Us by reason of any right of set-off or counterclaim which You may have or allege to have or for any reason whatsoever.
4.2 When Payment is due. Payment for Our Services must be made in accordance with Our Payment Terms, as described in the Key Terms table.
4.3 How to pay. Payment of Our Fees is by bank transfer, the details of which We will provide to You via an invoice.
4.4 Additional Fees. If We incur additional expenses when providing the Services to You, You will reimburse Us for pre-approved reasonable expenses that are documented with corresponding receipts, as per the Payment Terms in the Key Terms table of the Service Agreement.
4.5 VAT. All fees and charges stated in this Agreement are exclusive of Value Added Tax (VAT), which shall be added to the invoices at the applicable rate. You agree to pay any VAT applicable to the Fees and charges for the Services provided under this Agreement upon receipt of a valid VAT invoice.
4.6 Fee increases. Our Fees may change from time to time. We reserve the right to revise Our Fees on an annual basis. Any such revisions will be communicated to You in writing at least 30 days prior to the effective date of the new Fees. If You do not agree with the revised Fees, You may terminate this Agreement by providing Us with 30 days written notice prior to the effective date of the new Fees.
4.7 Set Off. You may not withhold payment of, or make any deduction from, any invoice or other amount due to Us by reason of any right of set-off or counterclaim which You may have or allege to have or for any reason whatsoever.
5. Warranties
5.1 Your warranties. You represent and warrant that You:
5.1.1 can legally enter into this Agreement;
5.1.2 will provide safe and timely access to the Premises where the Services are to be performed, ensuring that Our personnel can perform their duties without obstruction;
5.1.3 any equipment or infrastructure provided by You for the performance of Our Services (such as CCTV systems or communication devices) is in good working order and complies with all relevant safety and operational standards;
5.1.4 will promptly notify Us of any changes to the Premises or operations that might affect the Services, such as renovations, changes in key personnel, or changes in business hours;
5.1.5 will maintain appropriate insurance coverage for potential risks associated with the Premises and operations, including liability coverage for incidents that may occur during the provision of Services;
5.1.6 will establish and communicate any necessary emergency procedures or protocols relevant to the Services being provided;
5.1.7 will provide Us with accurate and comprehensive information regarding access points, current security measures and any specific threats or requirements and any other information We may reasonably require (including the information set out in the Client Responsibilities section of the Key Terms table of the Service Agreement); and
5.1.8 will perform Your obligations under this Agreement in compliance with all applicable laws, rules and regulations.
5.2 Our warranties. We represent and warrant that We:
5.2.1 can legally enter into this Agreement;
5.2.2 will perform Our obligations under this Agreement in compliance with all applicable laws, rules and regulations;
5.2.3 will provide Our Services with reasonable care and skill and in accordance with industry standards; and
5.2.4 will provide You the Services as described in the Key Terms of the Service Agreement.
5.1.1 can legally enter into this Agreement;
5.1.2 will provide safe and timely access to the Premises where the Services are to be performed, ensuring that Our personnel can perform their duties without obstruction;
5.1.3 any equipment or infrastructure provided by You for the performance of Our Services (such as CCTV systems or communication devices) is in good working order and complies with all relevant safety and operational standards;
5.1.4 will promptly notify Us of any changes to the Premises or operations that might affect the Services, such as renovations, changes in key personnel, or changes in business hours;
5.1.5 will maintain appropriate insurance coverage for potential risks associated with the Premises and operations, including liability coverage for incidents that may occur during the provision of Services;
5.1.6 will establish and communicate any necessary emergency procedures or protocols relevant to the Services being provided;
5.1.7 will provide Us with accurate and comprehensive information regarding access points, current security measures and any specific threats or requirements and any other information We may reasonably require (including the information set out in the Client Responsibilities section of the Key Terms table of the Service Agreement); and
5.1.8 will perform Your obligations under this Agreement in compliance with all applicable laws, rules and regulations.
5.2 Our warranties. We represent and warrant that We:
5.2.1 can legally enter into this Agreement;
5.2.2 will perform Our obligations under this Agreement in compliance with all applicable laws, rules and regulations;
5.2.3 will provide Our Services with reasonable care and skill and in accordance with industry standards; and
5.2.4 will provide You the Services as described in the Key Terms of the Service Agreement.
6. Legal Liability and Insurance
5.1 Entire Liability. This clause 6 sets out the entire financial liability of the parties to each other for any breach of this Agreement and for any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of, or in connection with, this Agreement.
5.2 Indirect Losses Excluded. Subject to sub-clause 6.3, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of profits, loss of contracts, or any special, commercial, economic, indirect or consequential damage or loss of any kind that may be suffered by the other party that arises under, or in connection with, this Agreement.
5.3 Full Liability. Nothing in this clause 6 or in any other provisions of this Agreement shall limit the liability of either party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury due to negligence.
5.4 Cap on Liability for Direct Losses. Subject to clause 6.2 and 6.3, the maximum aggregate liability of each party to the other under, or in connection with this Agreement (whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or otherwise), shall be limited to the total amount of Fees for Services paid and payable by You under this Agreement in the 12-month period before the liability arises.
5.5 Insurance. We have in place, and will maintain during the term of this Agreement, adequate public liability insurance with a minimum limit of indemnity of £5,000,000 in any one occurrence, via a reputable insurance company.
5.2 Indirect Losses Excluded. Subject to sub-clause 6.3, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of profits, loss of contracts, or any special, commercial, economic, indirect or consequential damage or loss of any kind that may be suffered by the other party that arises under, or in connection with, this Agreement.
5.3 Full Liability. Nothing in this clause 6 or in any other provisions of this Agreement shall limit the liability of either party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury due to negligence.
5.4 Cap on Liability for Direct Losses. Subject to clause 6.2 and 6.3, the maximum aggregate liability of each party to the other under, or in connection with this Agreement (whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation or otherwise), shall be limited to the total amount of Fees for Services paid and payable by You under this Agreement in the 12-month period before the liability arises.
5.5 Insurance. We have in place, and will maintain during the term of this Agreement, adequate public liability insurance with a minimum limit of indemnity of £5,000,000 in any one occurrence, via a reputable insurance company.
7. Termination
7.1 Immediate Termination. Either party has the right to terminate this Agreement immediately if the other:
7.1.1 has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
7.1.2 becomes insolvent or is the subject of a bankruptcy order.
7.2 Termination on Notice. The Agreement shall commence on the Start Date and shall continue in full force and effect for the Initial Period (as set out in the Key Terms of the Service Agreement). During the Initial Period, You shall have no right to terminate this Agreement for convenience or any other reason, except as otherwise stated in clause 7.1 above. Following the expiration of the Initial Term, the Agreement shall automatically renew on a monthly basis, unless terminated by either party providing six (6) months written notice to the other party prior to the end of the then-current term.
7.3 Termination for Non-Payment. We may may terminate the Agreement with immediate effect without notice if You fail to make payment in accordance with the Payment Terms and You do not remedy the breach within 14 days’ written notice to do so.
7.4 Termination Obligations. Upon termination of this Agreement for any reason:
7.4.1 We will promptly invoice You for any unpaid Fees for Services provided up to the date of termination, including any amounts accrued but not yet invoiced;
7.4.2 You agree to pay any outstanding invoices and any amounts accrued but not yet invoiced within 14 days of receipt of such invoices;
7.4.3 We shall return to You any of Your property or assets, including access cards, keys, and any other items provided to Us for the performance of the Services;
7.4.4 You shall return any of Our property or equipment used during the provision of Services;
7.4.5 both parties agree to return or, at the other party’s request, securely destroy all confidential information belonging to the other party, except where retention is required by law or regulation. Such retained information shall remain subject to the confidentiality obligations set out in this Agreement;
7.4.6 We will cooperate with You (up until the date of termination) to ensure a smooth transition of security services to another provider or back to Your in-house team, if applicable. This includes, but is not limited to, providing information on current security protocols and measures in place at the time of termination; and
7.4.7 We will promptly withdraw all Security Guards and other security personnel from the Premises by the termination date, ensuring all company identification and equipment are collected and accounted for.
7.1.1 has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
7.1.2 becomes insolvent or is the subject of a bankruptcy order.
7.2 Termination on Notice. The Agreement shall commence on the Start Date and shall continue in full force and effect for the Initial Period (as set out in the Key Terms of the Service Agreement). During the Initial Period, You shall have no right to terminate this Agreement for convenience or any other reason, except as otherwise stated in clause 7.1 above. Following the expiration of the Initial Term, the Agreement shall automatically renew on a monthly basis, unless terminated by either party providing six (6) months written notice to the other party prior to the end of the then-current term.
7.3 Termination for Non-Payment. We may may terminate the Agreement with immediate effect without notice if You fail to make payment in accordance with the Payment Terms and You do not remedy the breach within 14 days’ written notice to do so.
7.4 Termination Obligations. Upon termination of this Agreement for any reason:
7.4.1 We will promptly invoice You for any unpaid Fees for Services provided up to the date of termination, including any amounts accrued but not yet invoiced;
7.4.2 You agree to pay any outstanding invoices and any amounts accrued but not yet invoiced within 14 days of receipt of such invoices;
7.4.3 We shall return to You any of Your property or assets, including access cards, keys, and any other items provided to Us for the performance of the Services;
7.4.4 You shall return any of Our property or equipment used during the provision of Services;
7.4.5 both parties agree to return or, at the other party’s request, securely destroy all confidential information belonging to the other party, except where retention is required by law or regulation. Such retained information shall remain subject to the confidentiality obligations set out in this Agreement;
7.4.6 We will cooperate with You (up until the date of termination) to ensure a smooth transition of security services to another provider or back to Your in-house team, if applicable. This includes, but is not limited to, providing information on current security protocols and measures in place at the time of termination; and
7.4.7 We will promptly withdraw all Security Guards and other security personnel from the Premises by the termination date, ensuring all company identification and equipment are collected and accounted for.
8. Confidentiality
8.1 Definition. Confidential Information means all information relating to a party that is marked as confidential or would reasonably be considered confidential under the circumstances in which it is shared. This includes information relating to fees, pricing, security procedures, premises access, customers and suppliers, employees and officers, products and services, know-how and this Agreement.
8.2 Exceptions. Confidential Information does not include information that is:
8.2.1 in the public domain not by breach of this Agreement;
8.2.2 already known by the receiving party at the time of its disclosure;
8.2.3 lawfully received by a party free of any obligation of confidentiality at the time of its disclosure;
8.2.4 independently developed by a party without access to, or use of, Confidential Information; or
8.2.5 expressly indicated as not confidential.
8.3 Obligations. Each party agrees to:
8.3.1 maintain the confidentiality of any Confidential Information shared by the other party;
8.3.2 not disclose, copy or modify the Confidential Information without the owner’s prior written consent;
8.3.3 only use Confidential Information in connection with its performance of this Agreement;
8.3.4 promptly notify the other party upon becoming aware of any breach of these obligations; and
8.3.5 promptly destroy or return any Confidential Information it holds upon the owner’s request, except if required by legal or regulatory obligations to retain copies of Confidential Information which must be securely stored in archival or computer back-up systems and remain subject to this Agreement’s terms.
8.4 Permitted Disclosure. Each party may disclose Confidential Information to its sub-contractors, affiliates, employees, directors or advisors (“Permitted Recipients”) on a strictly “need to know” basis, who are bound in writing to confidentiality obligations similar to the terms set out in this Agreement. Each party is responsible for all acts or omissions of its Permitted Recipients which would constitute a breach of this Agreement if it were a party to it.
8.5 Necessary Disclosure. Each party may disclose Confidential Information if required by law provided that they notify the owner as soon as possible, if legally allowed, and take reasonable steps to limit disclosure.
8.6 Confidentiality Term. Each party agrees to keep confidential all Confidential Information received from the other party for a period of three (3) years following the termination or expiration of this Agreement. During this period, the parties shall not disclose such Confidential Information to any third party without the prior written consent of the other party, unless otherwise required by law.
8.2 Exceptions. Confidential Information does not include information that is:
8.2.1 in the public domain not by breach of this Agreement;
8.2.2 already known by the receiving party at the time of its disclosure;
8.2.3 lawfully received by a party free of any obligation of confidentiality at the time of its disclosure;
8.2.4 independently developed by a party without access to, or use of, Confidential Information; or
8.2.5 expressly indicated as not confidential.
8.3 Obligations. Each party agrees to:
8.3.1 maintain the confidentiality of any Confidential Information shared by the other party;
8.3.2 not disclose, copy or modify the Confidential Information without the owner’s prior written consent;
8.3.3 only use Confidential Information in connection with its performance of this Agreement;
8.3.4 promptly notify the other party upon becoming aware of any breach of these obligations; and
8.3.5 promptly destroy or return any Confidential Information it holds upon the owner’s request, except if required by legal or regulatory obligations to retain copies of Confidential Information which must be securely stored in archival or computer back-up systems and remain subject to this Agreement’s terms.
8.4 Permitted Disclosure. Each party may disclose Confidential Information to its sub-contractors, affiliates, employees, directors or advisors (“Permitted Recipients”) on a strictly “need to know” basis, who are bound in writing to confidentiality obligations similar to the terms set out in this Agreement. Each party is responsible for all acts or omissions of its Permitted Recipients which would constitute a breach of this Agreement if it were a party to it.
8.5 Necessary Disclosure. Each party may disclose Confidential Information if required by law provided that they notify the owner as soon as possible, if legally allowed, and take reasonable steps to limit disclosure.
8.6 Confidentiality Term. Each party agrees to keep confidential all Confidential Information received from the other party for a period of three (3) years following the termination or expiration of this Agreement. During this period, the parties shall not disclose such Confidential Information to any third party without the prior written consent of the other party, unless otherwise required by law.
9. Data Protection
9.1 Data Protection Legislation. In this Agreement, “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom, applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
9.2 Privacy Policy. We will only use Your personal information as set out in Our Privacy Policy, which You can find on Our website at www.priorityfirst.co.uk/privacy
9.3 Definitions. In this clause 9 and in this Agreement, “personal data”, “data subject”,“Data Controller”, “Data Processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation as outlined above in Clause 9.1.
9.4 Compliance with Data Protection Legislation. Both parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this clause 9 nor any other provisions of this Agreement shall relieve either party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
9.5 Data Roles. For the purposes of the Data Protection Legislation and for this Agreement, You are the “Data Controller” and We are the“Data Processor” for any personal data You provide to Us in relation to the security procedures at the Premises, and any other related data You provide to Us for the purposes of Us providing the Services to You.
9.6 Scope,Nature and Purpose. The scope, nature and purpose of the processing, and the duration of the processing shall be solely in relation to the provision of the Services under this Agreement and only for the Contract Term of the Agreement.
9.7 Data Consents. As applicable, the Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in clause 9.6 above.
9.8 Data Processing Obligations. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
9.8.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;
9.8.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor;
9.8.3 Ensure that any Security Guards or other sub-contractors or staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
9.8.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
9.8.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
9.8.4.2 Affected data subjects have enforceable rights and effective legal remedies;
9.8.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data transferred; and
9.8.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
9.8.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
9.8.6 Notify the Data Controller without undue delay of a personal data breach;
9.8.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
9.8.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this clause 9 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
9.9 Sub-contracting. We may sub-contract any of Our obligations related to the processing of personal data under this Agreement to a sub-contractor, provided that:
9.9.1 We enter into a written agreement with each sub-contractor, imposing thesame data protection obligations as set out in this Agreement, particularlythose in Clause 9, ensuring that the sub-contractor processes the personal datato the standards required by the Data Protection Legislation;
9.9.2 We ensure that each sub-contractor complies fully with its obligations under the Data Protection Legislation. This includes implementing appropriate technical and organizational measures to protect personal data, maintaining confidentiality, and processing data solely for the purposes outlined in this Agreement; and
9.9.3 We remain fully liable to You for the performance of the sub-contractor’s obligations under this Agreement and will ensure that any failure by the sub-contractor to comply with its data protection obligations will be treated as a breach by Us.
9.2 Privacy Policy. We will only use Your personal information as set out in Our Privacy Policy, which You can find on Our website at www.priorityfirst.co.uk/privacy
9.3 Definitions. In this clause 9 and in this Agreement, “personal data”, “data subject”,“Data Controller”, “Data Processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation as outlined above in Clause 9.1.
9.4 Compliance with Data Protection Legislation. Both parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this clause 9 nor any other provisions of this Agreement shall relieve either party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
9.5 Data Roles. For the purposes of the Data Protection Legislation and for this Agreement, You are the “Data Controller” and We are the“Data Processor” for any personal data You provide to Us in relation to the security procedures at the Premises, and any other related data You provide to Us for the purposes of Us providing the Services to You.
9.6 Scope,Nature and Purpose. The scope, nature and purpose of the processing, and the duration of the processing shall be solely in relation to the provision of the Services under this Agreement and only for the Contract Term of the Agreement.
9.7 Data Consents. As applicable, the Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in clause 9.6 above.
9.8 Data Processing Obligations. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
9.8.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;
9.8.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor;
9.8.3 Ensure that any Security Guards or other sub-contractors or staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
9.8.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
9.8.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
9.8.4.2 Affected data subjects have enforceable rights and effective legal remedies;
9.8.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data transferred; and
9.8.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
9.8.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
9.8.6 Notify the Data Controller without undue delay of a personal data breach;
9.8.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
9.8.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this clause 9 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
9.9 Sub-contracting. We may sub-contract any of Our obligations related to the processing of personal data under this Agreement to a sub-contractor, provided that:
9.9.1 We enter into a written agreement with each sub-contractor, imposing thesame data protection obligations as set out in this Agreement, particularlythose in Clause 9, ensuring that the sub-contractor processes the personal datato the standards required by the Data Protection Legislation;
9.9.2 We ensure that each sub-contractor complies fully with its obligations under the Data Protection Legislation. This includes implementing appropriate technical and organizational measures to protect personal data, maintaining confidentiality, and processing data solely for the purposes outlined in this Agreement; and
9.9.3 We remain fully liable to You for the performance of the sub-contractor’s obligations under this Agreement and will ensure that any failure by the sub-contractor to comply with its data protection obligations will be treated as a breach by Us.
10. General Terms
10.1 Entire Agreement. The agreement between the parties consists of the main body of these Terms and Conditions and the Key Terms table set out at the beginning (together the “Agreement”). This Agreement contains the total understanding and agreement of the parties and supersedes all previous understandings or agreements between them either in writing or oral, provided that this shall not apply to fraudulent or negligent misrepresentation.
10.2 Unforeseen Events (Force Majeure). If, due to war, strike, lockout, accident, fire, natural catastrophe or other events or circumstances over which it has no reasonable control, either party fails to comply with any obligation to the other party in the manner and time required under this Agreement, it shall not be deemed to be in breach of this Agreement and not be responsible or liable for any loss or damage which may be incurred by the other party as a result of such failure.
10.3 Changes to the Agreement. This Agreement can only be amended or modified by a written agreement signed by both parties.
10.4 Assignment. Neither You or We may assign this Agreement to any third party without the other party’s prior consent, however either party may assign this Agreement to its affiliates or successors in title at any time.
10.5 Severability. If any term of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.
10.6 Notices. All notices under this Agreement must be in writing and sent through email or post to the email address or address set out at the start of this Agreement.
10.7 Governing Law and Venue. This Agreement is governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.
10.8 Copies. The Service Agreement may be executed in counterparts via electronic signatures, each of which is an original, and all of which constitute one and the same.
10.2 Unforeseen Events (Force Majeure). If, due to war, strike, lockout, accident, fire, natural catastrophe or other events or circumstances over which it has no reasonable control, either party fails to comply with any obligation to the other party in the manner and time required under this Agreement, it shall not be deemed to be in breach of this Agreement and not be responsible or liable for any loss or damage which may be incurred by the other party as a result of such failure.
10.3 Changes to the Agreement. This Agreement can only be amended or modified by a written agreement signed by both parties.
10.4 Assignment. Neither You or We may assign this Agreement to any third party without the other party’s prior consent, however either party may assign this Agreement to its affiliates or successors in title at any time.
10.5 Severability. If any term of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.
10.6 Notices. All notices under this Agreement must be in writing and sent through email or post to the email address or address set out at the start of this Agreement.
10.7 Governing Law and Venue. This Agreement is governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.
10.8 Copies. The Service Agreement may be executed in counterparts via electronic signatures, each of which is an original, and all of which constitute one and the same.