Supplier terms and conditions

1. Application

1.1 A Contract shall come into force in accordance with clause 3.

1.2 Subject to clause 14, the Contract shall remain in force for the term specified in the Order.
 

2. Definitions

2.1 “Anti-Bribery Laws” any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws (including any common law, judgment, demand, order or decision of any court, regulator or tribunal) which relate to anti-bribery and/or anti-corruption, including the UK Bribery Act 2010.

2.2 “Business Day” a day other than a Saturday, Sunday or public holiday in England, when the banks in London are open for business.

2.3 “Confidential Information” means all information of a confidential, sensitive or proprietary nature (including without limitation information imparted orally) relating to TLC’s business, operations, products, developments, services, trade secrets, Know-How, personnel, suppliers, customers, consultants or patients, which is made available or revealed by TLC or discovered by the Contractor.

2.4 “Contract” the contract between TLC and the Contractor for the sale and purchase of the Goods and/or supply of the Services formed in accordance with clause 3.

2.5 “Contractor” the provider of the Goods and/or Services to TLC.

2.6 “Deliverables” all documents, products and materials developed by the Contractor or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

2.7 “Goods” any goods which the Contractor agrees to supply to TLC (including any of them or any part of them) under a Contract, which may be detailed in the Order.

2.8 “Intellectual Property Rights” all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in Know-How, registered trade marks, registered designs, models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions.

2.9 “Know-How” formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions.

2.10 “Order” any purchase order of TLC for the Goods and/or Services incorporating these Terms and Conditions.

2.11 “Prices” the prices as stated on the Order or as may be otherwise agreed from time to time.

2.12 “Quotation” the quotation provided by the Contractor for the provision of Goods and/or Services.

2.13 “Services” any services, including any Deliverables, which the Contractor agrees to supply to TLC, which may be detailed in the Order.

2.14 “Service Point” the place at which the Services are to be performed by the Contractor as may be detailed in the Order or on TLC’s instruction.

2.15 “Specification” in relation to the Goods and/or Services, the technical specifications of those Goods and/or documents detailing the requirements of the Services; all preparatory, design and development materials which relate to the Goods and/or Services; all information of any description which explains the structure, design, operation, functionality of the Goods and/or how the Services will be performed; all information of any description which relates to the maintenance and/or support of the Goods.

2.16 “Terms and Conditions” these standard terms and conditions of purchase together with any special terms agreed in writing between the Contractor and TLC as specified in the Order.

2.17 “TLC” means The Trustees of London Clinic Limited; and

2.18 “TLC Materials” all equipment, tools, drawings, specifications, data, dies, moulds, materials, notes, memoranda, correspondence, records, documents, computer equipment or ancillary items  and other tangible items supplied to the Contractor in the course of providing Goods and/or Services under the Contract.

3. Formation and incorporation

3.1 Subject to any variation under Condition 3.8, the Contract will be upon the Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Contractor purports to apply under any acknowledgement or confirmation of Order, Quotation, Specification, delivery note, invoice or similar document, whether or not such document is referred to in the Contract, or any terms which may be implied by trade custom, practice or course of dealing. 

3.2 Any Quotation provided by the Supplier does not constitute an offer to sell. If TLC wishes to purchase the Goods or Services the subject of a Quotation, it must place an Order. No Order of TLC shall be binding. A binding contract shall only arise in accordance with the provisions of clause 3.3.

3.3 Each Order for Goods and/or Services will be accepted by the Contractor in the form of a written acknowledgement.  The Contract shall be formed on the earlier of (i) acknowledgement of the Order by the Contractor; or (ii) any act by the Contractor consistent with fulfilling the Order and in either case, the Contractor agrees to be bound by the Terms and Conditions.

3.4 Delivery of the Goods or commencement of performance of the Services will be deemed conclusive evidence of the Contractor’s acceptance of the Terms and Conditions.

3.5 For the avoidance of doubt, once TLC has approved a Quotation and placed an Order, the Quotation will act as an invoice.

3.6 Save as otherwise expressly provided in the Contract, no variation to the Terms and Conditions will be effective unless it is in writing and signed by a duly authorised representative on behalf of TLC.

4. The Goods and Services

4.1 The quantity and description of the Goods and/or Services will be as set out in the Order, Contract and/or in any applicable Specification supplied or advised by TLC to the Contractor.

4.2 The Contractor will comply with all applicable standards, regulations and other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and/or provision of the Services.

4.3 TLC will have the right to inspect and test the Goods at any time prior to delivery.  The Contractor will not unreasonably refuse any request by TLC to carry out such inspection and testing and will provide TLC with all facilities reasonably required.

4.4 If as the result of such inspection or testing TLC is not satisfied that the Goods will comply in all respects with the Contract and TLC so informs the Contractor within 30 days of inspection or testing, the Contractor will take all steps necessary to ensure compliance.  Without prejudice to any other rights of TLC under the Contract, any failure of this obligation by the Contractor will be deemed to be a material breach which is not capable of remedy entitling TLC to terminate the Contract under clause 14.

4.5 Notwithstanding any such inspection or testing, the Contractor will remain fully responsible for the Goods and any such inspection or testing will not diminish or otherwise affect the Contractor’s obligations under the Contract.

4.6 The Contractor acknowledges that precise conformity of the Goods and Services with the Contract is of the essence of the Contract and TLC will be entitled to reject the Goods or terminate the Contract if the Goods or Services are not in conformance with the Contract, however slight the breach may be.  Any breach of this clause is deemed to be a material breach which is not capable of remedy.

4.7 TLC may at any time make changes in writing relating to the Contract, including changes in the drawings or Specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increase in cost of, or time required for, performance of the Contract an equitable adjustment will be made to the price, delivery schedule or both.  Any such claim or adjustment must be approved by TLC in writing before the Contractor proceeds with such changes.

4.8 In respect of the Goods and Services the Contractor will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of TLC, its customs, relevant British Standards and statutory and regulatory bodies.

4.9The Contractor will maintain detailed quality control and manufacturing records for the period of at least 12 years from the date of supply of Goods and/or performance of the Services.

4.10 It is the responsibility of the Contractor to acquaint itself with the purposes for which the Goods supplied are to be used.

4.11 During the term of the Contract and for a period of 6 years thereafter, the Contractor shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance (as appropriate) to cover the liabilities that may arise under or in connection with the Contract, and shall, on TLC’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

4.12 The Contractor shall:

• 4.12.1 Ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods and/or Services.
• 4.12.2 Observe and comply with, and shall ensure its staff, workers, agents and other sub-contractors observe and comply with, all applicable TLC policies, practices and procedures, including but not limited to those relating to security and health and safety whilst on TLC’s premises.
• 4.12.3 Co-operate with TLC in all matters relating to the Goods and/or Services and comply with all instructions of TLC.
• 4.12.4 Provide its own equipment, tools, vehicles and such other items as are required to fulfil the Contract; and
• 4.12.5 Not do or omit to do anything that may cause TLC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business.

5. Price

5.1 Subject to clause 5.2, the only consideration to be paid by TLC in connection with the supply of the Goods and the performance of the Services is the Price which will be inclusive of all costs and expenses incurred by the Contractor in fulfilling its obligations under the Contract, including all packaging, insurance, carriage and delivery costs.

5.2 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid value added tax invoice.

5.3 Subject to clause 4.7, the Contractor will not be entitled to increase the Price in any circumstances.

6. Payment

6.1 Subject to the Contractor performing its obligations in accordance with the terms of the Contract, TLC will pay the Price to the Contractor in accordance with this clause 6.

6.2 The Contractor will invoice TLC for the Price:

• 6.2.1 Following delivery the Goods; and/or
• 6.2.2 Following completion of performance of the Services as appropriate.

6.3 Each invoice will be a valid value added tax invoice and will be sent to TLC at the following address:

Accounts Payable, Finance Team
The Trustees of The London Clinic Limited
20 Devonshire Place
London
W1G 6BW.

6.4 Subject to clause 6.7, each invoice will be payable by TLC within 60 days of the date of invoice. All payments will be made in pounds sterling by BACS (Bank Automated Clearing System) transfer to the bank account notified on reasonable notice by the Contractor from time to time or as otherwise agreed.

6.5 Notwithstanding any purported contrary appropriation by the Contractor, TLC will be entitled, by giving written notice to the Contractor, to appropriate any payment by TLC to any invoice issued by the Contractor.

6.6 TLC will be entitled to set-off any liability which the Contractor has to it against any liability which it has to the Contractor, whether such liability is present or future, liquidated or unliquidated, under the Contract or any other contract between the parties or other cause of action and irrespective of the currency of its denomination.

6.7 No payment made by TLC will constitute acceptance by TLC of the Goods and/or Services or otherwise prejudice any rights or remedies which TLC may have against the Contractor including the right to recover any amount overpaid or wrongfully paid to the Contractor.

7. Instalments

7.1 The Contractor may not deliver the Goods by separate instalments or perform the Services in stages or invoice the Price for an instalment separately unless agreed in writing by TLC.  If TLC does agree, the Contract will be construed as a separate Contract in respect of each instalment or stage, and without prejudice to any other right or remedy, TLC will have the right, but not the obligation, to:

• 7.1.1 Treat all the Contracts for the total Order as repudiated if the Contractor fails to deliver or perform any instalment or stage; and
• 7.1.2 Reject any or all of the instalments for the total Order if TLC is entitled to reject any one instalment.

8. Delivery

8.1 The Goods will be delivered to the address stated on the Order.  The Contractor will off-load the Goods at its own risk as directed by TLC. The Services will be provided at the Service Point stated on the Order.

8.2 Unless otherwise stated in the Order or as requested by TLC, the Goods and/or the Services will be delivered and/or performed during TLC’s normal office hours on the date or within the period specified in the Order. If no such period is specified in the Order, then the Contractor must supply the Goods and/or perform the Services within 28 days of the date of the Contract. 

8.3 The Contractor will ensure that:

• 8.3.1 The Goods are marked in accordance with TLC’s instructions and any applicable laws or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition
• 8.3.2 Each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered
• 8.3.3 Before delivery or performance, TLC is provided in writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods supplied whether in use or otherwise or which will be used in performance of the Services and thereafter information concerning any changes in such properties or ingredients.  TLC will rely on the supply of such information from the Contractor in order to satisfy its own obligations under the Health and Safety at Work Act etc 1974 and any other relevant legislation; and
• 8.3.4 TLC is supplied on delivery of the Goods with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for TLC to accept delivery of the Goods.

8.4 TLC reserves the right to mark the Goods immediately on delivery. This is undertaken for the purposes of security and TLC will not be deemed to have accepted the Goods by reason of this nor will the Contractor be entitled to raise an objection on this ground to any subsequent rejection of the Goods.

8.5 No Goods or Services supplied under the Contract earlier than the date for delivery or performance, will be accepted or paid for unless TLC notifies the Contractor in writing of its intention to accept and pay for the same.

8.6 Without prejudice to TLC’s other rights under the Contract, if the Goods are delivered to TLC in excess of the quantities ordered, TLC will be entitled to retain but will not be bound to pay for the excess and such excess will be and remain at the Contractor’s risk and be returnable at the Contractor’s expense.

8.7 TLC will not be deemed to have accepted the Goods until it has had 30 days to inspect them following delivery.  TLC will also have the right to reject the Goods as though they had not been accepted for 30 days after any latent defect in the Goods has become apparent.

9. Risk/ownership

Risk in the Goods and title to the Goods will pass to TLC on delivery.

10. TLC Materials

All TLC Materials will at all times:

• 10.1 Be and remain the exclusive property of TLC
• 10.2 Be held by the Contractor in safe custody at its own risk
• 10.3 Be maintained and kept in good condition by the Contractor until returned to TLC
• 10.4 Not be disposed of other than in accordance with TLC’s written instructions
• 10.5 Not be used otherwise than as authorised by TLC in writing
• 10.6 Not be copied, modified or in any other way used by the Contractor; and
• 10.7 be returned to TLC immediately by the Contractor termination or expiration of the Contract or promptly at any other time on request by TLC.
   

11. Intellectual property

11.1 TLC authorises the Contractor to use the Intellectual Property Rights of TLC for the purposes only of exercising its rights and performing its obligations under the Contract.   The Contractor will have no other rights whatsoever in respect of the Intellectual Property Rights of TLC and accepts that such Intellectual Property Rights are the exclusive property of TLC.

11.2 TLC gives no warranties or representations that its Intellectual Property Rights are valid, complete, will proceed to grant, or that the exercise by the Contractor of rights granted under clause 11 will not infringe the rights of any person.

11.3 The Contractor warrants that neither the Goods or Services, nor their use, resale or importation, infringes the Intellectual Property Rights of any person except to the extent that any infringements arise from any Specifications, drawings, samples or descriptions provided by TLC.

11.4 The Contractor grants to TLC, or shall procure the direct grant to TLC, of a fully paid-up, worldwide, non-exclusive licence during the term of the Contract to copy and modify the Deliverables for the purposes of receiving and using the Services.

12. Warranty, indemnity and cancellation

12.1 The Contractor warrants, represents and undertakes to TLC that the Goods and Services (as appropriate):

• 12.1.1 Will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and fit for any purpose held out by the Contractor or made known to the Contractor expressly or impliedly either in writing or orally at or prior to the Contract being formed, and in this respect TLC relies on the Contractor’s skill and judgment
• 12.1.2 Will be free from defects in design, material and workmanship
• 12.1.3 Will correspond in every respect with any Specifications,  drawings, samples or descriptions provided by TLC
• 12.1.4 Will comply with all statutory requirements, regulations and voluntary codes of conduct relating to the Goods and/or Services and their sale, supply, manufacture, labelling, packaging, storage, handling, delivery and/or performance
• 12.1.5 Will be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health
• 12.1.6 Will be performed by appropriately qualified, trained and experienced personnel in sufficient numbers with a high standard of skill, care and diligence and in accordance with the Contract
• 12.1.7 Will use the best quality goods, materials, standards and techniques and ensure that the Deliverables and all goods and materials supplied and used in the provision of the Services will be free from defects in workmanship, installation and design; and
• 12.1.8 will be performed to such standards of quality generally observed in the industry for similar services.

12.2 Without prejudice to any other rights or remedies of TLC (whether express or implied), if the Contractor breaches any terms of the Contract (including a failure or delay in delivery or performance) or TLC terminates the Contract in accordance with clause 14 then TLC may (but will not be obliged), whether or not the Goods or Services have been accepted:

• 12.2.1 Cancel any or all remaining instalments or stages if the Contract has not already been terminated
• 12.2.2 Refuse to accept any subsequent delivery of the Goods and/or performance of the Services which the Contractor attempts to make
• 12.2.3 Recover from the Contractor any additional expenditure reasonably incurred by TLC in obtaining the Goods and/or Services in substitution from another supplier
• 12.2.4 Claim damages for any additional costs, loss or expenses incurred by TLC which are in any way attributable to the Contractor’s breach of the Contract or failure to deliver the Goods and/or perform the Services on the due date or at all
• 12.2.5 Require the Contractor to provide repeat performance of the Services; and/or
• 12.2.6 For a period of 60 months from the date of delivery, in respect of Goods which do not conform with the provisions of clause 12.1, oblige the Contractor, at TLC’s option, forthwith to replace or repair such Goods free of charge and any repaired or replaced Goods will be guaranteed on the terms of this condition for the unexpired portion of the 60 month period.

The Contractor will indemnify, keep indemnified and hold harmless TLC in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, loss of profit, loss of reputation, damages, claims, penalties, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which TLC incurs or suffers directly or indirectly in any way whosoever as a result of a breach of, or a failure to perform or defect or delay in performance or negligent performance of, any of the Contractor’s obligations under the Contract, provided that this clause 12.3 will not apply to any breach or failure to perform or defect or delay in performance or negligent performance of clause 13.

13. Anti-corruption

13.1 The Contractor shall:

• 13.1.1 Comply with all applicable Anti-Bribery Laws
• 13.1.2 Not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other advantage or commit any corrupt act
• 13.1.3 Not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws
• 13.1.4 Not do or omit to do any act or thing which causes or may cause TLC to be in breach of and/or to commit an offence under any Anti-Bribery Laws
• 13.1.5 Without prejudice to clause 13.1.4, not do or omit to do any act or thing which causes or may cause TLC to be guilty of an offence; and
• 13.1.6 Provide TLC (at the Contractor’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti-Bribery Laws.

13.2 The Contractor will:

• 13.2.1 Promptly report to TLC any request or demand for any financial or other advantage of any kind received in connection with the performance of the Contract by it or by its officers, employees, agents or any other person who performs services for or on behalf of it in connection with the Contract; and
• 13.2.2 Upon request, certify to TLC in writing signed by a director of the Contractor that the Contractor has complied with all of its obligations under this clause 13. The Contractor will provide such supporting evidence of compliance as TLC may request.

13.3 Breach of this clause shall be deemed a material breach.

14. Termination

14.1 If the Contractor:

• 14.1.1 Commits a material breach of the Contract which cannot be remedied; or
• 14.1.2 Commits a material breach of the Contract which can be remedied but fails to remedy that breach within 30 days of a written notice setting out the breach and requiring it to be remedied being given by TLC
• 14.1.3 Is dissolved, wound up or becomes unable to pay its debts as they fall due
• 14.1.4 Has a receiver is appointed, of any of its property or assets
• 14.1.5 Makes any voluntary arrangement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
• 14.1.6 Has a bankruptcy order made against it or goes into liquidation
• 14.1.7 Suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business
• 14.1.8 If being an individual, dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs; or
• 14.1.9 There is a change of control of that other Party (within the meaning of section 1124 of the Corporation Tax Act 2010)

TLC may terminate the Contract immediately by giving written notice to that effect to the Contractor.

14.2 Notwithstanding the provisions above:

• 14.2.1 The Contractor may terminate the Contract upon providing TLC with no less than ninety (90) Business Days’ prior written notice; and
• 14.2.2 TLC may terminate the Contract upon providing the Contractor with no less than thirty (30) Business Days’ prior written notice.

14.3 On termination or expiry of the Contract, the Supplier will provide all reasonable support to TLC to ensure the smooth handover of Goods and/or Services to TLC or a new supplier as the case may be.

14.4 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued, including the right to claims damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.5 Any provision of the Contract that expressly or by implication is intended to come into force or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15. Confidentiality

15. 1 Subject to clause 15.2, the Contractor undertakes that:

• 15.1.1 It shall keep the Confidential Information secret and confidential and not directly or indirectly communicate or disclose, or allow to be communicated or disclosed (whether in writing or orally or in any other manner) any Confidential Information to any person other than as permitted by this clause 15; and
• 15.1.2 It shall only use the Confidential Information for the purposes of providing the Goods and/or Services and shall not use the Confidential Information for any other commercial or competitive purpose.

15.2 The Contractor may disclose Confidential Information:

• 15.2.1 To its employees who need to know such information for the purposes of fulfilling the Contractor’s obligations under the Contract and the Contractor shall ensure such persons are aware of the terms of this clause 15 and will procure that such persons observe the terms; and
• 15.2.2 To the minimum extent required by law, an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction.

15.3 If so requested by TLC at any time by notice in writing, the Contractor shall:

• 15.3.1 Promptly return or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; and
• 15.3.2 Erase all Confidential Information from its computer and communications systems and from any devices used by it or which is stored in electronic form; and to the extent technically and legally practicable, erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties.

15.4 In the event that the Contractor is granted access or use of TLC’s information systems, the Contractor agrees and warrants to cease access on termination of the Services.

16. Data protection

16.1 For the purposes of this clause 16, “the Acts” mean, the Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679) (“GDPR”) and any legislation that amends, re-enacts or replaces it in England and Wales. The definitions and interpretations in the Acts apply to this clause 16.

16.2 The parties acknowledge that the factual circumstances will determine whether in the course of processing Personal Data (“Personal Data”) TLC acts as a processor on the Contractor’s behalf or as a controller.

16.3 If TLC acts as a controller by sharing Personal Data with the Contractor in order for the Contractor to provide the Services, the Contractor will act as a Processor.

16.4 The Processor will process the Personal Data provided to it by the Controller or on the Controller’s behalf as required to discharge the Services, for its reasonable business purposes such as facilitation and support of its business and quality control, updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance.

16.5 The Controller warrants and represents that it has the necessary consent, provided any necessary notice and done all other things required under the Acts to disclose Personal Data to the Processor in connection with the Services.

16.6 The Processor will comply at all times with its obligations under the Acts in respect of the Personal Data processed in connection with the Services.

16.7 The Processor will:

• 16.7.1 Only process the Personal Data: (i) to the extent necessary to provide/have the Goods and/or Services provided; (ii) in accordance with the specific instructions of the Controller (save to the extent the Processor reasonably considers such instructions to infringe the Acts, in which case the Processor shall notify the Controller); or (iii) as required by any competent authority or applicable law
• 16.7.2 Implement appropriate technical and organisational measures to maintain the security of the Personal Data and prevent unauthorised or unlawful access to, or processing of, or any accidental loss, destruction or damage to that Personal Data
• 16.7.3 Keep Personal Data confidential in accordance with its confidentiality obligations
• 16.7.4 Notify the Controller in writing without undue delay of discovery of, and provide reasonable cooperation in the event of, any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data in the possession or control of the Processor
• 16.7.5 Provide full cooperation and assistance to the Controller in relation to any Subject Access Request, allegation or complaint by a competent authority or data subject and, unless prevented from doing so by applicable law, TLC will notify you in writing without undue delay of receipt of any request and in any event within five days of receipt of any request
• 16.7.6 Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of TLC has been obtained and the following conditions are fulfilled: (i) the Contractor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; and (iii) the Contractor complies with its obligations under the Acts by providing an adequate level of protection to any Personal Data that is transferred; and
• 16.7.7 Delete or return all Personal Data to the Controller upon request, termination or expiry of the Services and destroy all copies of the Personal Data (save to the extent that retention of copies is required by applicable law or professional regulation).

16.8 The Processor shall maintain a record of its processing activities and provide such cooperation and information to the Controller as is necessary for the Controller to demonstrate compliance with the Controller’s obligations under the Acts, including permitting the Controller, or a third party acting on the Controller’s behalf, to audit our compliance with this clause 16.

16.9 The Processor shall not use any subcontractor to process Personal Data as a sub-processor without the Controller’s prior written consent other than third parties who facilitate the administration of our business or support our infrastructure.

17. Disputes

17.1 If a dispute arises in connection with this Contract, then, except as provided otherwise, the parties shall follow the procedure set out in this clause.

17.2  If the parties are unable to resolve a dispute, it shall be referred to a director, or equivalent. If after 14 days, the matter remains unresolved, it shall be escalated to the Chief Executive Officer of each party, or equivalent who shall attempt to resolve in good faith.

17.3 If, after 14 days, the matter cannot be resolved, the parties agree to enter into mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR), Unless otherwise agreed, the mediator shall be nominated by CEDR. To initiate the process, a party must service notice in writing to the other party and the mediation shall start no later than 60 days after the notice is served.

17.4 Nothing in this clause 17 shall prevent a party from seeking interim relief from the Court or issuing Court proceedings where a delay would prejudice its rights.
 

18. General

18.1 Time will be of the essence in respect of all dates, periods and timescales with which the Contractor is required to comply under the Contract and any dates, periods and timescales which may be substituted for them by the agreement in writing of the parties. Time will not be of the essence in respect of any obligation with which TLC is required to comply under the Contract.

18.2 The Contractor will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract.

18.3 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.

18.4 Any notice or other communication given under or in connection with the Contract will be in writing and: sent by pre-paid first class post to that party’s address; or delivered to or left at (but not, in either case, by post) that party’s registered address, marked for the attention of that Party’s representative.

19. Governing law and jurisdiction

19.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by English law.

19.2 Each party agrees that the Courts of England have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).