Supplier Terms and Conditions

Terms and Conditions

Broadsword Event House Americas Inc.

1. These Terms

These Terms will apply to all services (the Services”) provided by the sub-contractor named on a Scope of Works (the Sub-Contractor”) to Broadsword Event House Americas Inc. (the Company”), including those services as set out in a Scope of Works to which these Terms are attached and any other subsequent scope of works or proposals agreed (in writing or otherwise) between the Sub-Contractor and the Company.

For the purposes of these Terms Scope of Works” shall mean any written agreement for the provision of Services which may be in the form set out in Schedule 1 or in such other form as the Company may specify (including for the avoidance of doubt an exchange of emails).

Any defined Terms used herein shall have the meaning as set out in a Scope of Works unless expressly stated otherwise. To the extent any Terms in a Scope of Works are contrary to any express provisions in these Terms, the relevant provisions in that Scope of Works shall apply.

2. The Services

At any time during the term of this Agreement, the Company may request that the Sub-Contractor provides a proposal for the provision of Services. If any such proposal is acceptable to the Company, both parties shall agree and sign a Scope of Works.

In consideration of the payment of the agreed fees by the Company, the Sub-Contractor agrees to provide the Services to the Company in accordance with the relevant Scope of Works and on the Terms and Conditions set out in this Agreement.

For the avoidance of doubt, the Sub-Contractor shall be free, subject to the Terms of this Agreement, to provide other services to other parties.

3. Fees and Expenses

In exchange for the Sub-Contractor delivering the Services, the Company will pay the fees in accordance with the rates set out in a Scope of Works. All fees shall be paid by the Company in the currency specified in a Scope of Works or as otherwise agreed between the parties.

The fees, unless stated otherwise, will be exclusive of sales and use tax, value added, services, consumption or other taxes and duties which will be payable or withheld as the case may be.

The Company shall pay the fees in accordance with the payment Terms specified in a Scope of Works or otherwise within 30 days of the delivery of the Services (in each case provided that the Company accepts the Services to which the relevant invoice relates).

The Company shall reimburse the Sub-Contractor for any reasonable expenses incurred in connection with the provision of Services provided any such expenses have been pre-approved by the Company in writing and accompanied by applicable invoices and documentation.

Except as otherwise required by law, the Company shall not, all amounts payable hereunder to Subcontractor shall be paid without reduction by the Company for any local, state or federal income, employment or withholding taxes, it being the intention of the parties that the Sub-Contractor shall be solely responsible for the payment of all taxes imposed or related to its business activities. Neither the Sub-Contractor nor any of its employees or agents (a) shall be considered employees of the Company, and are not entitled to any employment benefits, and (b) are authorized to execute documents on behalf of, or hold itself out as an agent or representative of the Company.

The Sub-Contractor will not be entitled to payment for work which is outside the scope of the agreed Services as set out in a Scope of Works or which is not of satisfactory and acceptable to the Company and free of defects.

4. Duration and Absence

This Agreement will commence on the date set out at the start of it and will remain in force unless terminated by either party serving not less than 30 days’ notice in writing on the other. If a Scope of Works or other specific project or assignment is ongoing or in progress at the time of the termination, then the Company may require that assignment continues to be performed by the Sub-Contractor until completion of the project or Scope of Works upon which the Sub-Contractor is engaged and this Agreement will remain in force to the extent required.

Neither this Agreement or any Scope of Works constitutes an obligation to provide work on the part of either the Company or an obligation to work on the part of the Sub-Contractor, however, if any of the Sub-Contractor’s personnel plan to be absent for any period during which it is agreed that the Sub-Contractor will supply Services then the Sub-Contractor must notify the Company at least 28 days prior to such absence. The Sub-Contractor’s personnel may take emergency absence for sickness or other reasons, provided that evidence is provided of the reason for such absence subject to applicable law. No periods of absence will be payable by the Company.

5. Obligations on the Parties

The Sub-Contractor shall ensure that the Services to be performed under this Agreement and any Scope of Works are performed and undertaken by fully trained, skilled competent and experienced personnel in accordance with the best professional standards in a safe, good and workmanlike manner. The Sub-Contractor shall procure that such personnel shall deliver the Services with all due care, skill and diligence, and devote as much productive time, energy and ability of the performance of their work as may be necessary to provide the Services within agreed timescales or in accordance with other agreed targets.

The Sub-Contractor represents and warrants to the Company that its personnel have the necessary resources, skills and expertise to provide the Services to the required standard and that the Services delivered under this Agreement and any Scope of Works will confirm and operate in all respects to any specifications and Terms agreed with the Company.

The Sub-Contractor shall provide full co-operation and assistance to the Company’s staff, freelancers, contractors and consultants in all matters relating to the provision of the Services and the overall project or Scope of Works to which the Services relate.

The Sub-Contractor shall promptly provide written updates when requested by the Company and shall, when required, discuss with the Company the progress made on the Services.

The Sub-Contractor will procure that its personnel and any employees, agents or contractors proposed by it comply with the obligations and restrictions set out in this Agreement and any Scope of Works and, if requested by the Company, enter into direct covenants with the Company in similar Terms.

The Sub-Contractor shall remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Company.

The Sub-Contractor agrees to promptly disclose to the Company any commission or payments it receives from third parties in connection with the Services or any project or Scope of Works, and any financial or other interest it has in referring or sub-contracting the Services or any project or Scope of Works (or any aspect thereof) to third parties and shall notify the Company in writing of any such arrangements it has in place (including without limitation any fee sharing arrangements).

During the term of this Agreement, the Sub-Contractor shall carry and maintain, at its expense, Commercial General Liability insurance & Professional Liability Insurance covering bodily injury (including personal injury) and property damage with a combined single limit of not less than $1,000,000 per occurrence and a $2,000,000 annual aggregate and, Professional Liability Insurance (including Errors and Omissions) with a combined single limit of not less than $1,000,000 per occurrence and a $1,000,000 annual aggregate. A certificate of insurance evidencing the above coverage and its Terms and Conditions shall be delivered to the Company upon request. The Sub-Contractor shall provide the Company at least thirty (30) days prior written notice of any cancellations, non-renewal, or material change in coverage.

Further, the Sub-Contractor will maintain, with financially sound and reputable insurers, insurance against such casualties and contingencies, of such types, on such Terms and in such amounts (including deductibles, co-insurance and self-insurance) as Company may otherwise require in addition to the requirements under Section 5.8.

The Company shall take all reasonable action as is necessary for the efficient transmission of information, materials and instruction to enable the Sub-Contractor and its personnel to provide the Services and to fulfil the Sub-Contractor’s obligations under this Agreement and any Scope of Works.

In the event any of the Company’s clients or customers approach the Sub-Contractor or any of its personnel directly in connection with the provision of the Services or the event or booking to which the Services relate, the Sub-Contractor shall promptly notify and consult with the Company. The Sub-Contractor shall not (and shall procure that no member of its personnel) agree to any matters or circumstances with the Company’s clients or customers that would impact the provision of Services or the event or booking to which the Services relate without the prior express written consent of the Company.

6. Removal and Substitution of Sub-Contractor’s Personnel

The Company shall have the right to require the removal of any of the Sub-Contractor’s personnel or any other person engaged in the performance of the Services if, in its sole discretion and upon having given prior notice to the Sub-Contractor, his or her performance or conduct is or has been unsatisfactory. In such circumstances, the Sub-Contractor shall promptly remove and replace the person specified.

The Sub-Contractor may substitute any of its personnel subject to the Company’s prior written consent.

7. Conflict of Interest

The Sub-Contractor warrants that at the date of this Agreement it is not undertaking any work for any third party (be it any person, firm or company) and agrees that it shall not for the duration of this Agreement, undertake any work, which may cause a conflict of interest in relation to the delivery of Services. Should any potential conflict of interest arise the Sub-Contractor shall notify the Company as soon as possible after it becomes apparent. The Company will then notify the Sub-Contractor specifying the Company’s requirements for the resolution of the conflict of interest.

The parties agree that for the purposes of clause 7.1 no conflict of interest shall exist in and of itself to the extent the Sub-Contractor provides services to a competitor of the Company or the end-client, however the Sub-Contractor agrees and confirms that it won’t at any time share any Confidential Information in relation to the Services, or the event or booking to which the Services relate, to any competitor of the Company or the end-client.

8. Guarantee by the Individual

If the Individual is a different party to the Sub-Contractor then the Individual agrees as primary obligor irrevocably and unconditionally to ensure the Sub-Contractor’s full and prompt performance of all its obligations under this Agreement and any Scope of Works and the Individual shall indemnify the Company on demand against all costs, claims, liabilities or expenses which the Company may incur arising from or in connection with any breach by the Sub-Contractor of any of its obligations under this Agreement or any Scope of Works.

9. Indemnity

The Sub-Contractor shall defend, indemnify and hold harmless the Company, the end-client and their respective affiliates, employees, officers, directors, agents, representatives, shareholders, predecessors, successors, and assigns from any and all claims, demands, damages, liabilities, costs, losses and expenses of any kind, including reasonable legal fees and expenses incurred by the Company, from any and all claims, demands, assessments, causes of action, suits or proceedings:

  1. as a result of the Sub-Contractor’s negligence or the negligence of its personnel, employees and agents in performing the Services;
  2. in relation to any bodily injury or death or damage to tangible personal or real property in any way incident to, or in connection with or arising out of the act or omission of the Sub-Contractor or its personnel, employees and agents under this Agreement or any Scope of Works;
  3. which arises out of a breach by the Sub-Contractor of any obligations (including, without limitation, any representation and warranty or confidentiality obligations) under this Agreement or any Scope of Works;
  4. in relation to infringement by the Sub-Contractor of the patent, copyright, trademark or other intellectual property rights or other proprietary rights of any third party, except to the extent any such claim arises from any information, data or materials provided by the Company to the Sub-Contractor; and
  5. in relation to any work provided by the Sub-Contractor which is outside of the scope of the Services described in a Scope of Works.

10. Intellectual Property

In this clause 10, the following Terms shall have the following meanings:

In consideration of the payment of the fees to the Sub-Contractor and Individual under this Agreement and/​or a Scope of Works, receipt of which is hereby acknowledged, all Intellectual Property Rights and other rights in and to the Work disclosed and/​or learned from the provision of the Services (collectively, Inventions”) shall promptly be provided to the Company in writing and if, copyrightable, be deemed work for hire.” All Inventions shall belong solely and exclusively to, and inure to the benefit of, the Company. The Sub-Contractor hereby transfers and assigns to the Company (or if so requested by the Company and end client, to the end client) all proprietary rights which the Sub-Contractor may have or acquire in Inventions for the full term of such rights, including any extensions, renewals, revisions and revivals together with all accrued rights of action. This assignment includes, but is not limited to, the rights to resell such rights to a third party, and to make such changes as are necessary for the maintenance and updates of the Inventions. The Sub-Contractor represents that each of its employees and representatives performing the Services shall have waived any rights they may be able to claim with respect to any ownership of any Invention prior to performing any Services.

Intellectual Property Rights”; means all patents, copyright (including the entire present and/​or future copyright), databases and database rights, registered design or other design right, utility model, trademarks (whether registered or not and including any rights in get up or trade dress), chip topography right, brand name, service mark, trade name, business name, service marks, logos, (whether registered or not), internet domain names, inventions, discoveries and improvements, computer software, trade secrets, processes, technical information and technology, know-how, and other intellectual property rights whether capable of registration or not and wherever existing in the world and including applications for registration and rights to apply for any applications, and all renewals, extensions and revivals of the foregoing; and

Work” means all prior, current and future work created by the Sub-Contractor or the Individual (if different from the Sub-Contractor) for and on behalf of the Company including, but not limited to, any and all software code, methodologies and architecture, aesthetic and functional designs, documentation, text, graphics, video and other material and any tangible or intangible product, process or design which has at any time been created for, with or on behalf of the Company by the Sub-Contractor or the Individual (if different from the Sub-Contractor).

The Company retains all right, title and interest in and to any Invention or other Confidential Information delivered to or by the Sub-Contractor hereunder. Nothing herein shall be construed (i) to prevent the Company at any time from using or disclosing such Inventions or Confidential Information, or (ii) as a grant by the Company to the Sub-Contractor of any license, partnership or other ownership interest in or to the Inventions or Confidential Information except as explicitly stated herein otherwise, or (iii) to obligate the Company to enter into any further agreement with the Sub-Contractor relating to such Inventions or Confidential Information or otherwise.

Upon request of the Company, whether during the term of this Agreement, any Work Order or thereafter, the Sub-Contractor will do all lawful acts as are reasonable and customary, including, but not limited to, the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign letters patent, including, but not limited to, design patents, on any and all Inventions, and for perfecting, affirming and recording the Company’s complete ownership and title to any Inventions, and to cooperate in all proceedings and matters relating thereto and will not take any acts adverse to the Company’s ownership rights herein.

c. The Sub-Contractor and the Individual hereby waive all moral rights in and to the Work to which they may now or at any future time be entitled under the Visual Artists Rights Act of 1990 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.

The Sub-Contractor and the Individual declare that the waivers contained in clause 10.3 shall operate in favour of the Company or if applicable the end-client and any of their licensees, assignees and successors in title.

The Sub-Contractor and the Individual hereby represent and warrant to the Company as follows:

- that they have not granted and will not grant or purport to grant to any person other than the Company or if applicable the end-client any legal, beneficial or other rights in or to the Inventions;

- that they are not aware of any infringement or alleged infringement of any third party Intellectual Property Rights in relation to or arising out of the Intellectual Property Rights in and to the Work;

- that except where otherwise attributed, the Work is or will be their original work and they are entitled to make this assignment; and

- that the Work does not and will not infringe the rights of any other person and the Sub-Contractor and the Individual shall indemnify the Company or if applicable the end-client against all costs, claims, liabilities and expenses incurred by the Company or if applicable the end-client arising directly or indirectly as a result of any breach of this clause.

- The Sub-Contractor and the Individual agree to indemnify the Company or if applicable the end-client and keep them indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company or if applicable the end-client, or for which the Company or if applicable the end-client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Sub-Contractor to the Company during the course of providing any Services. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Sub-Contractor.

- Notwithstanding the Terms of clauses 10.1 to 10.7 above:

  • the Sub-Contractor and the Individual will at the request of the Company or if applicable the end-client take all steps and procure the execution of any necessary documents provided by the Company or if applicable the end-client to properly vest in the Company or if applicable the end-client such Intellectual Property Rights to or in the Work.
  • the Company shall retain ownership of all Intellectual Property Rights of whatever nature whether capable of registration or not in all software code, information, materials, diagrams, designs etc provided to the Sub-Contractor or the Individual in relation to this Agreement or any Scope of Works.
  • all Intellectual Property Rights in any output, documents, diagrams, knowhow, designs, software code or other materials created by the Sub-Contractor or the Individual independently outside the scope of this Agreement or any Scope of Works shall continue to belong to the Sub-Contractor and the Individual (“Background IPR”) and nothing in this Agreement or any Scope of Works shall serve to transfer any rights to any Background IPR to the Company or the end-client, unless agreed otherwise between the parties. The Sub-Contractor and the Individual hereby grant the Company or if applicable the end-client an irrevocable perpetual royalty-free fully paid-up non-exclusive worldwide licence to use any Background IPR owned by or licensed to the Sub-Contractor and/​or the Individual which is incorporated in any Work provided by the Sub-Contractor under or in connection with this Agreement or any Scope of Works or otherwise to the extent necessary for the Company and the end-client to make reasonable use of the Services.

The Sub-Contractor and the Individual shall be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid by the Company to the Sub-Contractor. The Sub-Contractor and the Individual shall jointly and severally indemnify the Company against all losses, claims, demands, awards, penalties, interest and expenses incurred by the Company made by the relevant authorities against and in respect of such liabilities.

11. Confidentiality

This clause applies to all Confidential Information of the Company and its clients, freelancers and suppliers. The Terms of this Agreement and any Scope of Works shall be confidential to all parties.

Confidential Information” refers to any trade secrets or confidential information whether business or personal relating to the Company and its clients, freelancers or suppliers including (without limitation) business and marketing plans, knowhow, sales, trading strategies, financial data and strategies, salaries and employee benefits, operational costs, designs, drawings, photographs, details of processes, plans, formulae, any Intellectual Property Rights, details of techniques and materials, new products, client and supplier lists, price lists, management accounts, research and research discoveries, processes, trade secrets and other confidential information relating to the affairs of the Company or its freelancers, clients, prospective clients, suppliers and agents. For the avoidance of doubt Confidential Information” shall include any Work created by the Sub-Contractor or the Individual for the Company.

The provisions of this clause 11 shall not apply to any Confidential Information that:

  • is or becomes generally available to the public (other than as a result of its disclosure by the Sub-Contractor or its representatives in breach of this clause);
  • was available to the Sub-Contractor on a non-confidential basis before disclosure; or
  • the parties agree in writing is not confidential or may be disclosed.

The Sub-Contractor and the Individual agree that as a result of undertaking tasks for the Company, they may have access to Confidential Information. The Sub-Contractor and the Individual therefore further confirm that, from the date of this Agreement until termination howsoever arising and at any time thereafter, they will not (whether directly or indirectly and whether on their own behalf or on behalf of any third party) without the prior written consent of the Company:

  • subject to this clause 11, make use of or disclose to any third party any Confidential Information and the Sub-Contractor and the Individual will use best endeavours to prevent such use or disclosure by any third party;
  • copy, download or reproduce in any form, or allow others to copy, download or reproduce, any information, documents, disks, tapes or other material containing or referring to Confidential Information other than as is reasonable in connection with the provision of the Services;
  • make any statement (written or oral), or provide any information or write any article or book, for the press or otherwise for publication on any matter connected with or related to the business and/​or affairs of the Company (including but not limited to matters relating to any worker, client/​customer, supplier, agent or other connection of the Company);
  • make any statement (written or oral) or provide any information to any third party in circumstances such that they ought reasonably to be aware or suspect or believe that such third party might pass on such statement or any part of such statement for publication.

The Sub-Contractor and the Individual may disclose the Company’s Confidential Information to its representatives (meaning any of its employees, officers, contractors, sub-contractors, representatives and advisers) who need to know such Confidential Information for the purposes of exercising or performing the Sub-Contractor’s rights and obligations under or in connection with this Agreement or any Scope of Works, provided that:

  1. they inform its representatives of the confidential nature of the Confidential Information before disclosure;
  2. at all times, they are responsible for such representatives’ compliance with the confidentiality obligations set out in this clause; and
  3. if the Company so requires, the representatives enter into equivalent confidentiality and non-disclosure undertakings with the Company in any such form as may be reasonably requested by the Company.

All written and oral information and material disclosed or provided by the Company to the Sub-Contractor and the Individual under this Agreement or any Scope of Works is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to them.

The Sub-Contractor and the Individual shall not, either during the term of this Agreement or after its termination, make any public statement about the Company which is detrimental or prejudicial to the business or reputation of the Company.

Notwithstanding the nondisclosure obligations contained in this Agreement, in the event that the Sub-Contractor or the Individual is compelled, requested or required by law, legal, regulatory or other similar process, including pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental, judicial or similar body or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, to disclose any Confidential Information, the Sub-Contractor or the Individual shall provide, to the extent allowed by applicable law and practicable, prompt prior written notice of such compulsion to the Company, so that the Company may seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the nondisclosure Terms of this Agreement. In the event that such protective order or other remedy is not obtained, and the Company determines not to waive compliance with the provisions hereof, the Sub-Contractor or the Individual may disclose to any tribunal only that portion of the Confidential Information which is requested or required, and shall exercise commercially reasonable efforts to obtain reliable assurance, at the Company’s cost and expense, that confidential treatment required hereby will be accorded such Confidential Information.

On termination or expiry of this Agreement or any Scope of Works howsoever arising, the Sub-Contractor and the Individual shall:

  1. destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on the Company’s Confidential Information;
  2. erase all of the Company’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
  3. if so requested, certify in writing to the Company that they have complied with the requirements of this clause, provided that the Sub-Contractor and the Individual may retain documents and materials containing, reflecting, incorporating or based on the Company’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

The Sub-Contractor and the Individual acknowledge that damages may not be a suitable remedy for any breach of this clause 11. Accordingly, in addition to any other rights and remedies to which it may be entitled, the Company shall also be entitled to seek injunctive relief and any other form of equitable relief to enforce the provisions of this clause and no proof of special damages shall be necessary for the enforcement thereof.

The obligations of confidentiality contained in this clause 11 will remain in force beyond the termination of this Agreement or any Scope of Works.

12. Relationship of the Parties

The Sub-Contractor is an independent contractor, not subject to the direct control of the Company. Nothing in this Agreement or any Scope of Works shall be construed as creating any contract of employment or relationship of principal and agent or partnership or joint venture between the Company and the Sub-Contractor. Neither party wishes to create or imply any mutuality of obligation between themselves and the Company is not under any obligation to accept any work which may be offered. The Company may provide the Sub-Contractor or its employees and agents with general guidance to assist the Sub-Contractor in completing the Services to the Company’s satisfaction, but the Sub-Contractor is ultimately responsible for directing and controlling the performance of the Services, in accordance with the Terms and Conditions of this Agreement and any Scope of Works.

13. Compliance with Laws and Policies

The Sub-Contractor acknowledges that the Company is strongly committed to maintaining the highest standards of business practice and compliance with all laws and regulations applicable to it. In performing its obligations under this Agreement and any Scope of Works the Sub-Contractor shall and shall procure that its personnel comply with all applicable laws, statutes, regulations and codes from time to time (“Applicable Laws”) and all of the Company’s business policies and codes as may be notified to the Sub-Contractor from time to time (“Company Policies”). This shall include (but is not limited to) Applicable Laws and Company Policies relating to the following:

  1. anti-bribery, corruption and acceptance of gifts;
  2. tax evasion facilitation offences;
  3. child labour, the national legal minimum or living wage (as applicable) and maximum working hours;
  4. modern slavery, forced labour and human trafficking;
  5. health and safety standards;
  6. equality, diversity and inclusion;
  7. data protection; and
  8. freedom of association.

14. Termination

Either party may terminate this Agreement and any Scope of Works immediately by giving notice in writing to the other:

  1. if the other commits a breach of any of the Terms of this Agreement or any Scope of Works and in the case of a remediable breach does not rectify it within 14 days of a written request to do so;
  2. in the event of either party’s voluntary or compulsory liquidation, bankruptcy or statutory or private composition or agreement with its creditors in order to avoid bankruptcy.

The Company may terminate this Agreement and any Scope of Works immediately by written notice if the Sub-Contractor or any of its personnel, agents or employees:

  1. fail to provide a reasonably satisfactory level or quality of service or fail to provide the Services on the days or dates set out in a Scope of Works or as otherwise agreed; or
  2. are guilty of serious misconduct in relation to the provision of the Services; or
  3. are convicted of any criminal offence; or
  4. have materially damaged the interests of the Company or brought the Company into disrepute; or
  5. are engaged in any activity which in the Company’s reasonable opinion gives rise to a conflict of interest.

The Company may also terminate this Agreement or any Scope of Works immediately by written notice to the Sub-Contractor if:

  1. the end-client requests the Sub-Contractor’s removal from the project or Scope of Works to which the Services relate;
  1. disability or death of the Individual; or
  1. the end-client terminates or suspends its contract with the Company for any reason.

On termination of this Agreement or any Scope of Works, the Sub-Contractor and the Individual shall:

1. immediately deliver to the Company all property of the Company’s that is in their possession or under their control; and

2. irretrievably delete any information relating to the Company’s business or the business of any client, customer or supplier of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in their possession or under their control outside the premises of the Company.

Termination of this Agreement or any Scope of Works shall be without prejudice to any other rights or remedies and shall not affect any rights accrued or obligations arising on or before the date of termination.

15. Data Protection and Security

In this clause:

  1. Data Legislation” refers to all applicable federal, state and local laws, rules, statues, orders and regulations, and all interpretations of and changes, supplements or replacements to any of the foregoing relating to the processing and protection of personal data and privacy as may be applicable from time to time including the Data Protection Act 2018 and the UK GDPR where data is transmitted transnationally, and the California Consumer Privacy Act of 2018.
  2. UK GDPR” means European Union Regulation (EU) 2016/679 (General Data Protection Regulation) as such regulation is adopted into the law of the United Kingdom pursuant to the European Union (Withdrawal Act) 2018 and as amended by the Data Protection Act 2018 and any successor regulation or law.
  3. Company Datameans any and all personal data and information (as such term, or any similar or derivative term thereof is defined pursuant to any Data Legislation or otherwise) and similar materials, works, expressions or content, including any that are (a) uploaded, submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Company; or (b) collected, accessed, created, processed, downloaded or otherwise received by Sub-Contractor pursuant to this Agreement. All output, copies, workflows, reproductions, improvements, modifications, adaptions, translation and other derivative works of, based on, derived from, or otherwise using Company Data are themselves also Company Data.

Both parties will comply with all applicable requirements of the Data Legislation in the storage, using, and processing of Company Data. This clause does not relieve, remove or replace a party’s obligations under the Data Legislation.

The Sub-Contractor agrees that if and to the extent it is receiving, storing, using or processing Company Data, it will:

- not sell Company Data;

- not use or process Company Data in connection with the performance of its obligations under this Agreement or any Scope of Works other than on the written instructions of the Company unless required by law in which case the Sub-Contractor shall (to the extent permitted by law) inform the Company of that legal requirement before the relevant processing;

- keep all Company Data confidential and ensure that all personnel who have access to and/​or process Company Data are obliged to keep it confidential;

- taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of Company Data, the Sub-Contractor shall ensure that it has in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk;

- not transfer any Company Data outside of the United States except with the Company’s prior written consent and provided that the Company or the Sub-Contractor has provided appropriate safeguards in relation to the transfer or the Sub-Contractor complies with its obligations under the Data Legislation by providing an adequate level of protection to any Company Data that is transferred;

- notify the Company without undue delay upon become aware of any breach affecting any Company Data and will assist the Company in responding to any request from a data subject and in ensuring compliance with the Company’s obligations under the Data Legislation. Such notification by Sub-Contractor to the Company shall, to the extent possible (a) describe the nature of the incident or breach; (b) the categories of personal information concerned;© the number of individuals potentially affected; and (e) the measures taken or proposed to be taken to address the incident or breach.

- maintain complete and accurate records and information to demonstrate its compliance with these Terms and the Data Legislation and will cooperate with and allow for audits by the Company or its designated auditor in relation to the receiving, storage, use and processing of Company Data;

- with respect to each third-party receiving Company Data, it will take steps to ensure that the applicable Terms with that processor offer at least the same level of protection for Company Data as those set out in this Agreement;

- delete or return by secure file transfer all Company Data at the end of this Agreement or any Scope of Works if requested in writing; and

- access, collect, maintain, process, handle, use, disclose and destroy all personal information in accordance with Data Legislation.

The Sub-Contractor shall comply with the Company’s policies and reasonable requirements in respect of data protection including (but not limited to) the Company’s data protection and security policies and any relevant obligations under the Data Legislation and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company, which shall include, but not be limited to, maintaining a comprehensive data privacy and security program that contains reasonable safeguards to secure such personal information from unauthorized access, acquisition, or disclosure.

16. Tax

The Sub-Contractor and the Individual shall be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid by the Company to the Sub-Contractor. The Sub-Contractor and the Individual shall jointly and severally indemnify the Company against all losses, claims, demands, awards, penalties, interest and expenses incurred by the Company made by the relevant authorities against and in respect of such liabilities.

17. Assignment and Sub-Contracting

The Sub-Contractor will not be entitled to assign, delegate or sub-contract its obligations under this Agreement or any Scope of Works to any third party without the prior written agreement of the Company. The Company will be entitled to transfer the benefit of this Agreement and any Scope of Works at any time as part of the sale, merger, acquisition or other corporate transaction of like nature with respect to its business and assets (or part thereof) or to any subsidiary or affiliate company of the Company, and any such person shall be entitled to exercise any rights and discharge any obligations under this Agreement and any applicable Scope of Works accordingly. This Agreement shall be binding upon and inure to the benefit of each of the parties, their permitted successors and assigns.

18. Entire Agreement

This Agreement supersedes in its entirety any previous agreements between the parties, and together with any Scope of Works constitutes the whole and only agreement between the parties relating to the subject matter of this Agreement.

Each party acknowledges that in entering into this Agreement or any Scope of Works it is not relying upon any Pre-Contractual Statement which is not set out in this Agreement or the relevant Scope of Works.

Except in the case of fraud, neither party shall have any right of action against the other party to this Agreement arising out of or in connection with any Pre-Contractual Statement except to the extent that it is repeated in this Agreement or any Scope of Works.

For the purposes of this clause, Pre-Contractual Statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement or any Scope of Works made or given by any person at any time prior to the date of this Agreement or any Scope of Works.

This Agreement and any Scope of Works may only be varied in writing signed by each of the parties.


General

  1. The Sub-Contractor shall have no authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company’s affairs or business.
  2. Failure by either party to exercise any right conferred upon it under this Agreement or any Scope of Works shall not be deemed to be a waiver of any such right or operate to bar the enforcement of such right at any time or times thereafter.
  3. The parties agree that the Terms of this Agreement are fair and reasonable in all the circumstances however if any provision of this Agreement is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted then such provision shall apply with such deletions as may be necessary to make it valid.
  4. If any of the provisions in this Agreement are held not to be valid the remaining provisions of this Agreement shall remain in full force and effect.
  5. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
  6. Any notice required or permitted to be given hereunder shall be sufficient if in writing and (a) delivered in person or by express delivery or courier service, (b) sent by electronic transmission or © deposited in the mail registered or certified first class, postage prepaid and return receipt requested (provided that any notice given pursuant to subclause (b) is also confirmed by the means described in subclause (a) or ©) to the most recent address notified by each party to the other or to such other place or places as such party from time to time may designate in writing in compliance with the Terms hereof. Each notice shall be deemed given when so delivered personally, or sent by electronic transmission, or, if sent by express delivery or courier service one business day after being sent, or if mailed, two (2) business days after the date of deposit in the mail. A notice of change of address shall be effective only when done in accordance with this clause.
  7. Each party represents and warrants that it has the power, authority, legal right, and capacity to execute, deliver, and perform the Terms of hereunder, that there is no other person, entity, or court whose consent to its execution is necessary to make these Terms fully effective, and that these Terms have been duly authorized by all necessary corporate or other organizational action on its part and constitutes a valid and binding obligation of such party and is enforceable against it in accordance with its Terms.
  8. All rights granted to you or us shall be cumulative and not exhaustive of any rights and remedies provided by law. The failure of either party to enforce (or delay in enforcing) at any time for any period any term of this Contract shall not be a waiver of any of its rights under this Contract. No exercise, partial exercise or waiver by either party of any right under this Contract shall restrict or prejudice any further or other exercise thereof or the exercise of any other right granted by this Contract or otherwise available to it.
  9. This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. With respect to any claim or dispute arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the U.S. District Court of The Southern District of New York or in the state courts in the county of New York.
  10. These Terms may be executed (including by electronic signature, and PDF signatures) in counterparts, each of shall be deemed an original, but both of which together shall constitute one and the same instrument.
  11. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that consequently any rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not applicable in the interpretation of this Agreement or any amendments or exhibits hereto.