the Supplier from so notifying Anabas:
- (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Anabas, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- (d) not transfer any Personal Data outside of the UK unless the prior written consent of Anabas has been obtained and the following conditions are fulfilled: (i) Anabas or the Supplier has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) the Supplier complies with reasonable instructions notified to it in advance by Anabas with respect to the processing of the Personal Data;
- (e) assist Anabas, at Anabas’ cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- (f) notify Anabas without undue delay on becoming aware of a Personal Data Breach;
- (g) at the written direction of Anabas, delete or return Personal Data and copies thereof to Anabas on termination of the Contract unless required by Domestic Law to store the Personal Data; and
- (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by Anabas or Anabas’ designated auditor and immediately inform Anabas if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
- 12.6 Anabas consents to the Supplier appointing third-party processors of Personal Data in connection with the provision of the Services. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12 and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. The Supplier shall at, Anabas’ request, provide a list of its current third-party processors. The Supplier shall notify Anabas in writing of any changes to its third-party processors at least 45 days in advance of such a change. Anabas may object to changes by giving written notice to the Supplier within 30 days after receipt of the Supplier’s notice of that change. If Anabas objects to a change, the Supplier will use reasonable efforts to make available to Anabas a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to third-party processor without unreasonably burdening Anabas. If the Supplier is unable to make available such change within a reasonable period of time, which shall not exceed 30 days, Anabas may terminate the Contract by providing written notice to the Supplier. The Supplier will refund Anabas any prepaid fees covering the remainder of the term of the Contract following the effective date of termination, without imposing a penalty for such termination on Anabas. As between Anabas and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12.6.
- 12.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
13 Intellectual Property Rights
- 13.1 Where the Goods or Services are designed, created or otherwise developed by the Supplier for Anabas pursuant to the Contract, then all Intellectual Property Rights therein or relating thereto shall belong to Anabas or a third party nominated by Anabas absolutely. The Supplier hereby assigns (by way of a present assignment of future rights) such Intellectual Property Rights to Anabas or Anabas’ third party nominee as requested by Anabas with the intent that upon the making or creation thereof the Intellectual Property Rights shall automatically vest in Anabas or Anabas’ third party nominee.
- 13.2 In respect to clause 13.1, the Supplier shall obtain waivers of all moral rights in the Goods, and products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time be entitled to.
- 13.3 The Supplier irrevocably undertakes that neither it nor any other person will assert against Anabas or any third party any moral rights in or relating to the Intellectual Property Rights referenced in clause 13.1and warrants that all such moral rights are irrevocably waived and extinguished. For the purpose of this clause 13 “moral rights” shall have the meaning ascribed thereto by the Copyright, Designs and Patents 1988 Act (or any statutory amendment or re-enactment thereof) and all rights similar or corresponding thereto subsisting in any other country of the world from time to time.
- 13.4 The Supplier acknowledges that all rights in the Anabas Materials are and shall remain the exclusive property of Anabas.
14 Termination and Cancellation
- 14.1 Anabas may cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event Anabas’ sole liability shall be to pay to the Supplier the Charges for the Goods or Services (to the extent performed) in respect of which Anabas has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.
- 14.2 Anabas may, without prejudice to its other rights or remedies hereunder forthwith terminate the whole or part of the Contract by notice in writing to the Supplier:
- (a) if the Supplier commits a breach of any of its obligations hereunder and where such breach is remediable does not remedy such breach within 7 days of the date of written notice from Anabas of the breach requiring remedy;
- (b) if the Supplier, being an individual, (or when the Supplier is a firm, any partner in that firm) shall at any time become apparently insolvent, or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors or if the Supplier, being a company, obtains a moratorium or passes a resolution or the court shall make an order that the company shall be wound up (not being a member’s winding up for the purpose of reconstruction or amalgamation) or if a receiver, administrative receiver or administrator shall be appointed of the whole or any part of its assets;
- (c) the Supplier’s financial position deteriorates to such an extent that in Anabas’ opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- (d) in accordance with its rights under clause 8 of these Conditions.
- 14.3 Anabas may, without prejudice to its other rights or remedies hereunder forthwith cancel the whole or part of any Order in the event of a failure by the Supplier to ensure delivery of the Goods or performance of the Services within the period of time agreed pursuant to the Contract.
- 14.4 Anabas may, without prejudice to its other rights or remedies hereunder, cancel the whole or part
of any Order on giving the Supplier not less than 1 calendar month’s notice in writing and shall, subject to the receipt of a valid invoice, pay the Supplier for all Goods delivered or Services performed in accordance with the Contract up to the date of cancellation.
- 14.5 On termination, cancellation of expiry of the Contract or any part thereof, Anabas shall have the right to enter the Supplier’s premises for the sole purpose of removing any Goods, Materials, Anabas Materials or other items which are Anabas’ property or which are the property of a third party on whose behalf Anabas is acting. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- 14.6 On termination of the Contract for anyreason:
- (a) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
- (b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14.7 Without prejudice to clause 14.6(b) clauses 5, 6, 7, 8, 9, 10, 12, 14, 15, and 21 shall survive expiry or termination of the Contract and shall continue in force in accordance with their respective terms.
15 Indemnity and Liability
- 15.1 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then Anabas may, without limiting its other rights or remedies, exercise one or more of the following rights:
- (i) at Anabas’ sole option, and whether or not Anabas has previously required the Supplier to repair the Goods or to supply any replacement Goods and/or re-perform the Services, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Charges which have been paid;
- (ii) recover from the Supplier any costs incurred by Anabas in obtaining substitute equipment and/or services from a third party;
- (iii) claim damages for any additional costs, loss or expenses incurred by Anabas which are in any way attributable to the Supplier’s failure under the Contract.
- 15.2 The Supplier shall indemnify Anabas against all actions, suits, claims, demands, costs, charges, damages, losses and expenses suffered or incurred by Anabas and/or for which it may be liable to any third party due to, arising from or in connection with:
- (a) any breach of any term of the Contract or any warranty given by the Supplier in relation to the Goods or the Services;
- (b) any act or omission of the Supplier or its employees, agents or sub contractors in supplying, delivering and installing the Goods or carrying out the Services, including death and injury to person and damage to property caused directly or indirectly by negligence or breach of statutory duty of the Supplier or subcontractor;
- (c) the wilful abandonment by the Supplier of any or all of its obligations under the Contract, wilful misconduct or wilful default of the Supplier and/or any Supplier personnel and/or any sub- contactor;
- (d) any fraudulent or dishonest act or omission by the Supplier and/or any Supplier personnel and/or any sub-contactor or breach of any legislation including (but not limited to) data protection legislation;
- (e) any defect in the workmanship, materials or design of the Goods or their packaging or in the performance of the Services;
- (f) any infringement or alleged infringement of any Intellectual Property Rights for or relating to the Goods or the Services unless such infringement has occurred directly as a result of any Specification supplied by Anabas; and
- (g) any loss or damage to Anabas data, such losses to include costs/expenses associated with the recovery and/or reconstitution of such lost or damaged data.
- 15.3 Without prejudice to clause 15.2, Anabas may without prejudice to its other rights and remedies hereunder claim from the Supplier and the Supplier shall be liable to pay any loss of revenue, profit or other sum arising out of any delay in delivery of Goods or performance of the Services.
- 15.4 The Supplier shall effect and maintain the following insurances: a general third party insurance policy with a combined bodily injury and property damage limit of not less than £5 million per occurrence or series of occurrences arising from the one event; an employer’s liability insurance policy with a limit of not less than £10 million per occurrence or series of occurrences; and a products liability insurance policy with a limit of not less than £5 million per occurrence or series of occurrences.
16.1 The Supplier shall:
- (a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
- (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
- (c) comply with the Mandatory Policies;
- (d) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and clause 16.1 (b), and will enforce them where appropriate;
- (e) notify Anabas (in writing) if it becomes aware of any breach of this clause 16, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Contract;
- (f) immediately notify Anabas (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the Commencement Date);
- (g) at Anabas’ request, to be made no more frequently than once in every 12 months, certify to Anabas in writing signed by an officer of the Supplier, compliance with this clause 16 by the Supplier and all persons associated with it under clause 16.2. The Supplier shall provide such supporting evidence
of compliance as Anabas may reasonably request.
16.2 The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing Goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 16 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Anabas for any breach by such persons of any of the Relevant Terms.
17 Anti-facilitation of Tax Evasion
17.1 The Supplier shall:
(a) not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or (ii) a foreign tax