Equifino Limited Terms and Conditions

 1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include the plural and vice versa;

1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form including email;

1.2.10 without prejudice to the provisions of clause 14, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.11 without prejudice to the provisions of clause 14, a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2 Application of these conditions

2.1 These Conditions apply to and form part of the Contract, which includes the Client Service Agreement with its terms and conditions, between Equifino and the Client. They supersede any other previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Equifino otherwise agrees in writing.

2.3 No variation of these Conditions or to a Client Service Agreement or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Equifino and the Client respectively.

2.4 Each Client Service Agreement provided to the Client by Equifino shall once signed by the Client create a binding Contract, under the terms of these Conditions and those contained in the Client Service Agreement, between the Client and Equifino.

2.5 Equifino may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.

2.6 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3 Price

3.1 The price for the Services shall be as set out in the Client Service Agreement (the Price).

3.2 The Prices are exclusive of:

3.2.1 VAT (or equivalent sales tax).

3.3 The Client shall pay any applicable VAT to Equifino on receipt of a valid VAT

3.4 Subject to the terms of the Client Service Agreement, after the first 3 years of the term of this Agreement, Equifino may increase the Prices at any time by giving the Client not less than 30 Business Days’ notice in writing provided that the increase shall be in line with the latest published increase in the Retail Prices Index (RPI) on the anniversary of the date of this agreement.

4 Payment

4.1 Equifino shall invoice the Client for the Services in accordance with the terms of the Client Service Agreement.

4.2 The Client shall pay all invoices:

4.2.1 in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice; and

4.2.2 to the bank account nominated by Equifino;

4.2.3 in accordance with the terms set out in the Client Service Agreement.

4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1 Equifino may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Bank of England from time to time in force; and

4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment, and

4.3.3 Equifino may suspend the provisions of any and all Services pending payment of the sums due and unpaid in full by the due date; and

4.3.4 Equifino may terminate the Contract under the provisions of clause 16.1.3 if, after Equifino has notified the Client of the outstanding amount unpaid on the due date, the Client has not paid the sums due in full within 30 days of the Client receiving such notice.

5 Credit limit

Equifino may set and vary credit limits from time to time and withhold all further supplies if the Client exceeds such credit limit.

6 Performance

6.1 The Services shall be performed by Equifino at the Location on the dates specified in the Client Service Agreement.

6.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the Client Service Agreement.

6.3 Equifino may perform the Services in instalments in accordance with the Client Service Agreement.

6.4 Each performance of the Services shall be performed in accordance with the details set out in the Client Service Agreement.

6.5 Time of performance of the Services is not of the essence. Equifino shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

6.6 Equifino shall not be liable for any delay in or failure of performance caused by:

6.6.1 the Client’s failure to make information required for the performance of the Services available in a timely manner;

6.6.2 the Client’s failure to provide Equifino with adequate instructions for performance or otherwise relating to the Services;

6.6.3 Force Majeure.

7 Warranty

7.1 Equifino warrants that at the time of performance, the Services shall:

7.1.1 conform in all material respects to their description and the Specification;

7.1.2 be free from material defects;

7.1.3 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and

7.1.4 ,in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

7.2 The Client warrants that it has provided Equifino with all relevant, full and accurate information as to the Client’s business and needs.

7.3 As the Client’s sole and exclusive remedy, Equifino shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 7.1, provided that:

7.3.1 the Client serves a written notice on Equifino not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

7.3.2 such notice specifies that some or all of the Services do not comply with clause 7.1 and identifies in sufficient detail the nature and extent of the defects; and

7.3.3 the Client gives Equifino a reasonable opportunity to examine the claim of the defective Services.

7.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

7.5 Except as set out in this clause 7:

7.5.1 Equifino gives no warranties and makes no representations in relation to the Services; and

7.5.2 shall have no liability for their failure to comply with the warranty in clause 7.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

8 Anti-bribery

8.1 For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

8.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

8.2.1 all of that party’s personnel;

8.2.2 all others associated with that party; and

8.2.3 all of that party’s sub-contractors;

involved in performing the Contract so comply.

8.3 Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

8.4 The Client shall immediately notify Equifino as soon as it becomes aware of a breach or possible breach by the Client of any of the requirements in this clause 8.

8.5 Any breach of this clause 8 by the Client shall be deemed a material breach of the Contract that is not remediable and shall entitle Equifino to immediately terminate the Contract by notice under clause 16.1.1.

9 Anti-slavery

9.1 Equifino shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.

9.2 The Client undertakes, warrants and represents that:

9.2.1 neither the Client nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.2.2it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

9.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to Equifino on request at any time throughout the Contract;

9.3 The Client shall notify Equifino immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Client’s obligations under clause 9.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Client’s obligations.

9.4 Any breach of clause 9.2 by the Client shall be deemed a material breach of the Contract and shall entitle Equifino to terminate the Contract with immediate effect.

10 Indemnity and insurance

10.1 The Client shall indemnify, and keep indemnified, Equifino from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Equifino as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Contract.

11 Limitation of liability

11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2 Subject to clauses 11.5 and 11.6, Equifino’s total liability shall not exceed the sum comprising ten times the previous annual amount paid to Equifino under the Contract.

11.3 Subject to clauses 11.5 and 11.6, Equifino shall not be liable for consequential, indirect or special losses.

11.4 Subject to clauses 11.5 and 11.6, Equifino shall not be liable for any of the following (whether direct or indirect):

11.4.1 loss of profit;

11.4.2 loss or corruption of data;

11.4.3 loss of use;

11.4.4 loss of production;

11.4.5 loss of contract;

11.4.6 loss of opportunity;

11.4.7 loss of savings, discount or rebate (whether actual or anticipated);

11.4.8 harm to reputation or loss of goodwill.

11. 5 The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by the Client under the Contract.

11.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

11.6.1 death or personal injury caused by negligence;

11.6.2 fraud or fraudulent misrepresentation;

11.6.3 any other losses which cannot be excluded or limited by Applicable Law;

11.6.4 any losses caused by wilful misconduct.

12 Intellectual property

12.1 Equifino shall indemnify the Client from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that Equifino shall have no such liability if the Client:

12.1.1 does not notify Equifino in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

12.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Equifino;

12.1.3 does not let Equifino at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

12.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

12.1.5 does not, at Equifino’s request, provide Equifino with all reasonable assistance in relation to the IPR Claim (at the Client’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client;

12.1.6 uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

12.2 If any IPR Claim is made or is reasonably likely to be made, Equifino may at its option:

12.2.1 procure for the Client the right to continue receiving the benefit of the relevant Services; or

12.2.2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.

12.3 Equifino’s obligations under clause 12.1 shall not apply to Services modified or used by the Client other than in accordance with the Contract or Equifino’s instructions. The Client shall indemnify Equifino against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Equifino in connection with any claim arising from such modification or use.

13 Confidentiality and announcements

13.1 The Client shall keep confidential all Confidential Information of Equifino and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1 any information which was in the public domain at the date of the Contract;

13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3 any information which is independently developed by the Client without using information supplied by Equifino or by any Affiliate of Equifino; or

13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract

except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.

13.2 This clause shall remain in force in perpetuity.

13.3 The Client shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13.4 To the extent any Confidential Information is Protected Data (as defined in clause 14) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 14.1.

14 Processing of personal data

14.1 Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this clause 14.

14.2 The parties wish to document that the specific aims of the sharing of the Shared Personal Data under this Contract are to benefit the financial administration of the clients business and such sharing is expected to benefit the economy and the fiscal affairs of society and that such sharing is necessary to achieve those aims because excellent accountancy practices are central to such matters. The lawful basis on which the parties intend to share the Shared Personal Data under this Contract is performance of contract. In addition to the lawful basis for sharing Shared Personal Data, the condition under which any Special Category Data becomes Shared Personal Data is that explicit consent has been granted by the Data Subjects whose Special Category Data is to be shared.

14.3 Subject to clause 4, each party shall at all times comply with all Data Protection Laws in connection with the exercise and performance of its respective rights and obligations under this Contract. This clause 14 allocates certain tasks and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this clause 14 is intended to limit or exclude either party’s responsibilities or liabilities under any Data Protection Laws(including under Article 82 of the GDPR and the duties owed by each party to Data Subjects under all Data Protection Laws).

14.4 The Disclosing Party shall ensure that at all times:

14.4.1 all Shared Personal Data transferred to the Receiving Party is accurate and up-to-date and has at all times been collected, processed and transferred by and on behalf of the Disclosing Party in accordance with all Data Protection Laws;

14.4.2 that prior to any Shared Personal Data (or any part) being transferred to the Receiving Party from time to time each relevant Data Subject has been provided with sufficient information (in an appropriate form) so as to enable fair, transparent and lawful processing (including sharing) of the Shared Personal Data for the Permitted Purpose in accordance with the obligations of each party under all Data Protection Laws;

14.4.3 it identifies itself (without prejudice to the rights of any person to contact another person) in all information referred to in clause 14.4.2 as the contact point for all Data Subject Requests and Communications regarding the processing of the Shared Personal Data (and agrees that the Receiving Party may also identify the Disclosing Party as the contact point for such purposes in any information or notices);

14.4.4 the Shared Personal Data is not subject, or potentially subject, to any laws from time to time giving effect to Article 71 (Protection of personal data) of the agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community;

14.4.5 the Disclosing Party is entitled to transfer and the Receiving Party is entitled to process all Shared Personal Data for the Permitted Purpose in accordance with all Data Protection Laws including that Data Subjects have each Consented to such transfer and other processing of their respective Shared Personal Data ;

14.4.6 the Shared Personal Data is transferred to (and received by) the Receiving Party in a secure manner using appropriate technical and organisational security measures that comply with the obligations of each party under all Data Protection Laws and, without prejudice to the foregoing, that Shared Personal Data is transferred to the Receiving Party in accordance with Part C of the Schedule;

14.4.7 it shall immediately notify the Receiving Party if it becomes aware of any change or circumstance which will, may or is alleged to impact the lawfulness of any processing of the Shared Personal Data by the Receiving Party (including if a Data Subject withdraws any necessary Consent or requests their Shared Personal Data is no longer processed or is erased or if any of the Shared Personal Data is not accurate or up-to-date), together with full details of the circumstances and (immediately once available) revised and corrected data;

14.4.8 it shall not by any act or omission cause the Receiving Party (or any other person) to be in breach of any Data Protection Laws;

14.4.9 it shall keep copies of all notices, Consents and other information necessary to demonstrate its compliance with this clause 14; and

14.4.10 it shall promptly (and in any event within Business Days of request) provide the Receiving Party with copies of all notices, Consents and other information referred to in clause 1.4.8 as may be requested from time to time by the Receiving Party.

14.5 In accordance with the provisions set out in Equifino’s Privacy Policy on Equifino’s website which can be found at www.equifino.co.uk, the Receiving Party may transfer the Shared Personal Data to countries or territories outside the United Kingdom or to any international organisation (as defined in the GDPR) in order to perform this Contract with the Disclosing Party’s prior written consent which the Disclosing Party gives the Receiving Party by signing this Contract. For the purposes of this clause 14.5 ‘transfer’ bears the same meaning as the word ‘transfer’ in Article 44 of the GDPR.

14.6 Subject to the remainder of this clause 14, as between the parties, responsibility for compliance with and responding to:

14.6.1 any Data Subject Request falls on the party which first received such Data Subject Request;

14.6.2 any Communication falls on the party which receives the Communication from a Communicator;

14.6.3 each party’s respective obligations in respect of any Personal Data Breach (including notification of the Data Protection Supervisory Authority and/or Data Subject(s)) impacting or relating to any Shared Personal Data in the possession or control of the Disclosing Party (or any third party with whom it has shared such data) falls on the Disclosing Party; and

14.6.4 each party’s respective obligations in respect of any other obligation under Data Protection Laws that is not addressed elsewhere in this Contract (including in the Schedule) falls on each party subject to such obligation(s) under the Data Protection Laws.

14.7 The Disclosing Party shall notify the Receiving Party of any action under clause 6.3 (together with full details) to the extent such action relates to this Contract or to the fulfilment of any of the Disclosing Party’s obligations under Data Protection Laws. Where possible the Disclosing Party shall notify the Receiving Party as soon as possible in advance of such action being taken (and in any event shall do so within one calendar day of such action).

14.8 Clause 14.6 and the Schedule do not restrict either party’s right to perform any of its obligations under Data Protection Laws itself in the manner it determines (whether or not in addition to the other party having performed such obligation).

14.9 Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist each party with their respective compliance with Data Protection Laws and in relation to all Communications and Data Subject Request

14.10 The Receiving Party’s obligations under 14.6.1 to 14.6.3 (inclusive) and Part B and Part C of the Schedule and clause 14.9 shall be performed at the Disclosing Party’s expense, except to the extent that the circumstances giving rise to such obligation arose out of any breach by the Receiving Party of its obligations under this Contract.

14.11 Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under the Schedule.

14.12 The Disclosing Party shall indemnify and keep indemnified the Receiving Party against:

14.12.1 all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Disclosing Party of its obligations under this clause 14; and

14.12.2 all amounts paid or payable by the Receiving Party to a third party which would not have been paid or payable if the Disclosing Party’s breach of this clause 14 had not occurred.

14.13 Any breach by the Disclosing Party of any of its obligations under this clause shall be regarded as being material for the purposes of this Contract.

14.14 Except as required by applicable law of the United Kingdom (or any part of the United Kingdom), the Receiving Party shall cease to process and shall confidentially and securely destroy or dispose of all Shared Personal Data (and all copies) in its possession or control on termination or expiry of this Contract.

14.15 Except as expressly stated in this clause 14, each party shall pay its own costs and expenses incurred in connection with the performance of this clause 14.

14.16 The provisions of this clause 14 shall survive termination or expiry of this Contract and continue indefinitely.

14.17 The parties wish to record for reference that the representative within their organisation with overall internal responsibility for ensuring the respective party’s compliance with its obligations under this clause 14 (including those relating to Data Subject Requests) is Paul Netto for Equifino Ltd, who can be contacted at Paul.netto@equifino.co.uk (in the case of the Receiving Party) and the corresponding representative within the Disclosing Party shall be notified by the Disclosing Party to the Receiving Party on commencement of this Contract. Each party may update details of their representative referred to in this clause 14.17 by notice to the other party in accordance with clause 17 of this Contract.

15 Force majeure

15.1 Where a Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is delayed in or prevented from performing its obligations under this Contract due to Force Majeure, and the obligations of the parties shall be suspended while the Force Majeure event continues, provided that the affected party:

15.1.1 promptly notifies the other party of the Force Majeure event and its expected duration;

15.1.2 uses reasonable endeavours to minimise the effects of the event of Force Majeure; and

15.1.3 keeps the other party informed of the status of the event and its impact on the performance of the Contract.

15.2 If, due to Force Majeure, a party:

15.2.1 is or is likely to be unable to perform a material obligation; or

15.2.2 is or is likely to be delayed in or prevented from performing its obligations for a total in any 12 months of operation of this Contract of more than 60 Business Days,

the other party may terminate this Contract on written notice.

16 Termination

16.1 Equifino may terminate the Contract at any time by giving notice in writing to the Client if:

16.1.1 the Client commits a material breach of Contract and such breach is not remediable;

16.1.2 the Client commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

16.1.3 the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after Equifino has given notification that the payment is overdue; or

16.1.4 any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

16.2 Equifino may terminate the Contract at any time by giving notice in writing to the Client if the Client:

16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Equifino reasonably believes that to be the case;

16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

16.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

16.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

16.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.2.8 has a resolution passed for its winding up;

16.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.2.10 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

16.2.11 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

16.2.12 has a freezing order made against it;

16.2.13 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

16.2.14 is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.13 in any jurisdiction; OR

16.2.15 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.2.1 to 16.2.14 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.3 The Client may terminate the Contract any time by giving not less than 30 days’ notice in writing to Equifino.

16.4 If Equifino becomes aware that any event has occurred, or circumstances exist, which may entitle Equifino to terminate the Contract under this clause 16, it shall immediately notify the Client in writing.

16.5 Equifino may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Client if the Client undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

16.6 The right of Equifino to terminate the Contract pursuant to clause 16.5 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

16.7 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Equifino at any time up to the date of termination.

17 Notices

17.1 Any notice or other communication given by a party under these Conditions shall:

17.1.1 be in writing and in English;

17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

17.1.3 be sent to the relevant party at the address set out in the Contract

17.2 Notices may be given, and are deemed received:

17.2.1 by hand: on receipt of a signature at the time of delivery;

17.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

17.2.3 by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and

17.2.4 by email : on receipt of a delivery.

17.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:

17.3.1 on the date specified in the notice as being the date of such change; or

17.3.2 if no date is so specified, 2 Business Days after the notice is deemed to be received.

17.4 All references to time are to the local time at the place of deemed receipt.

17.5 This clause does not apply to notices given in legal proceedings or arbitration.

17.6 A notice given under these Conditions is validly served if sent by email.

18 Cumulative remedies

The rights and remedies provided in the Contract for Equifino only are cumulative and not exclusive of any rights and remedies provided by law.

19 Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Client’s obligations only.

20 Further assurance

The Client shall at the request of Equifino, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21 Entire agreement

21.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

21.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

22 Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

23 Assignment

23.1 The Client may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Equifino’s prior written consent, which it may withhold or delay at its absolute discretion.

23.2 Notwithstanding clause 23.1, the Client may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Equifino prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Client acknowledges and agrees that any act or omission of its Affiliate in relation to the Client’s rights or obligations under the Contract shall be deemed to be an act or omission of the Client itself.

24 Set off

24.1 Equifino shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Client under the Contract

24.2 or under any other contract which Equifino has with the Client.

24.3 The Client shall pay all sums that it owes to Equifino under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

25 No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

26 Equitable relief

The Client recognises that any breach or threatened breach of the Contract may cause Equifino irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Equifino, the Client acknowledges and agrees that Equifino is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

27 Severance

27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28 Waiver

28.1 No failure, delay or omission by Equifino in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Equifino shall prevent any future exercise of it or the exercise of any other right, power or remedy by Equifino.

28.3 A waiver of any term, provision, condition or breach of the Contract by Equifino shall only be effective if given in writing and signed by Equifino, and then only in the instance and for the purpose for which it is given.

29 Compliance with law

The Client shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30 Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Client Service Agreement then the terms of Client Service Agreement shall prevail to the extent of the conflict.

31 Costs and expenses

The Client shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

32 Third party rights

32.1 Except as expressly provided for in clause 32.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

32.2 Any Affiliate of Equifino shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

33 Dispute resolution

33.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 33.

33.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

33.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

33.3.1 Within five Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

33.3.2 If the dispute has not been resolved within five Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within five Business Days to discuss the dispute and attempt to resolve it.

33.4 Either party may issue formal legal proceedings at any time whether or not the steps referred to in clause 3 have been completed.

34 Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

35 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

THE SCHEDULE

Part A Types of Shared Personal Data

The Disclosing Party shall ensure the Shared Personal Data only includes the following types of Personal Data and does not include any Personal Data subject to Articles 9 or 10 of the GDPR or of any Data Subject under 18 years of age:

Part B Data processing details

Processing of the Protected Data by Equifino under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B of the schedule.

Subject-matter of processing:

The processing is needed in order to ensure that the Processor can perform effectively the Contract to provide the Services to the Client.

Duration of the processing:

For the duration of the contract Equifino will hold the Protected Data and, beyond that, it will be kept by Equifino for as long as is considered necessary for the purpose for which it was collected (including as required by applicable law or regulation).  In the absence of specific legal, regulatory or contractual requirements, Equifino’s retention policy period for records and other documentary evidence created in the provision of services is 7 years.

Nature and purpose of the processing:

The nature of the processing means any operation such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means). The purpose is to allow Equifino to perform its contract with the Client.

Type of Personal Data:

Name, address, date of birth, NI number, telephone number, pay, images, biometric data.

Categories of Data Subjects:

The owners and employees of the company or organisation who is the Client and for whom Equifino is performing the contract.

Part C Technical and organisational security measures

Equifino takes the security of Protected Data seriously. Equifino has a policy including procedures and training in place covering data protection, confidentiality, and security of Protected Data when it is transferred, and Equifino regularly reviews the appropriateness of the measures it has in place to keep the Protected Data it holds and transfers secure.