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APPENDIX 1 - CONDITIONS
1 Understanding these Conditions
1.1 A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The following words and phrases shall have the following meanings unless the context requires otherwise:
“Additional Services”: any services other than the Services agreed to be provided by Vigilance to the Client on agreed terms and set out as such in the Services Schedule;
“Agreed Purposes": for the performance by each party of its obligations under the Contract and for the benefit and enjoyment of the Services and the Additional Services by the Client;
“Assignment Instructions”: the document agreed between the parties which contains any agreed duties and objectives formed in consultation with the Client that inform the provision of Services;
“Business Hours”: the hours during each day at which the Contractors shall provide the certified SIA licensed security caretaker occupation sub-service, as part of the Security in Residence Service. For the avoidance of doubt the Business Hours shall not exceed the hours agreed between Vigilance and the Contractors as part of any daily average hours agreement;
“Charges”: Vigilance's charges from time to time for the provision of the Services unless otherwise expressly agreed with the Client in writing and specified in the Contract;
“Cleaning Services”: the cleaning services provide by Vigilance to the Client including (without limitation) professional scheduled and ad hoc commercial or domestic cleaning for office, residential and facilities management, post tenancy, events, graffiti removal and other anti-social deep cleaning, decontamination and fumigation services.
“Client Material”: any Documents or other materials, and any data or other information provided by the Client in the context of Vigilance’s provision of the Services;
“Conditions”: these terms and conditions as set out in Appendix 1 to the Contract;
“Consultancy Services”; the consultancy services provided by Vigilance to the Client including (without limitation) physical security analysis, security risk analysis, dynamic security risk assessment, event security management, notice and eviction, incident and crisis management;
“Contract”: the contract for the provision of the Services as defined in the Service Schedule and into which these Conditions and Special Conditions are incorporated;
“Contractors”: Vigilance’s approved, screened and vetted self-employed sub-contractors providing the SIA licensed security caretaker occupation sub-service, as part of the packaged Security in Residence Service;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures”: as set out in the UK Data Protection Legislation in force at the time;
“Data Discloser”: a party that discloses Shared Personal Data to the other party;
“Data Protection Legislation”: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
“Documents” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;
“Employee”: any person who at or prior to the Start Date is or has been an employee of the Client and/or any Previous Contractor;
“Equipment”: the equipment provided by Vigilance for its Services which will be hired by Vigilance to the Client (including any third party equipment) including (without limitation) any security doors/ screens, alarms systems, image gathering or remote monitoring systems, motion activated surveillance cameras, concrete barriers, bollards and other perimeter defence equipment, temporary and permanent gates, barriers and other access control equipment, temporary and permanent fence equipment, portable cabin accommodation, generators, waste tanks and other contractors Hired-in Plant (‘HIP’) equipment;
“Force Majeure Event”: any circumstance not in Vigilance’s reasonable control including, without limitation:
“Permitted Recipients”: the parties to the Contract, the employees of each party, any third parties engaged to perform obligations in connection with the Contract including self-employed individuals;
“Previous Contractor”: any person who at or prior to the Start Date provides or has provided services the same as or similar to the Services or the Additional Services to the Client;
“Property”: any property in the possession or control of the Client to which access by Vigilance, its employees, sub-contractors or agents is required in order to provide the Services;
“Services” means the services to be procured or provided by Vigilance for the Client and specifically set out in the Services Schedule (and the Services shall include the Additional Services where the context admits);
“Services Schedule”: the schedule setting out the Services to be provided under the Contract;
“Shared Personal Data”: the personal data to be shared between the parties under clause 15 of these Conditions. Shared Personal Data can include but is not limited to the following categories of information relevant to the following categories of data subject:
“Special Conditions”: the special terms and conditions as set out in Appendix 2 to the Contract;
“Term” the period from the Start Date to the end of the minimum period for the provision of the Services as set out in the Contract and continuing thereafter in full force and effect unless terminated in accordance with these Conditions;
“Transfer Regulations” The Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended or replaced from time to time;
“UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and
“Vigilance Material” any Documents or other materials, and any data or other information provided by Vigilance to the Client in connection with or relating to the Services.
1.2 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act or regulation referred to.
1.3 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.
1.4 Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
2 SERVICES AND EQUIPMENT
2.1 The Client engages Vigilance to provide the Services to the Client and Vigilance agrees to provide the Services for the Term and subject to the Conditions and any Special Conditions of the Contract. The Services shall insofar as is reasonably practicable be provided in accordance with the specification (if any) set out in the Services Schedule but subject to these Conditions and any Special Conditions. Vigilance reserves the right to amend this Contract to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and Vigilance shall notify the Client in any such event.
2.2 The Client shall afford to Vigilance all reasonable co-operation in all matters relating to the performance of Vigilance's obligations under the Contract. In particular, but without limitation of the foregoing, the Client shall:
2.2.1 grant to Vigilance, its employees, sub-contractors and agents a licence to occupy any Property in its possession or control at which the Services are to be provided for the Term and obtain and maintain all necessary licenses, permissions and consents which may be required for the Services and Additional Services before the commencement of the Term;
2.2.2 make available to Vigilance such facilities as Vigilance may reasonably require;
2.2.3 grant to Vigilance, its employees, sub-contractors and agents a licence to enter the Property for any purpose at any time and without notice for the Term and for a reasonable period thereafter, including by using its best endeavours to procure a license from any person having an interest in the Property or any part thereof, for Vigilance to enter onto the Property to remove the Equipment and any works required in order to remove the Equipment;
2.2.4 install and maintain at its own expense any technical or essential facilities reasonably required by Vigilance for the Services and Additional Services or operation of the Equipment;
2.2.5 provide Vigilance with such information and materials as Vigilance may reasonably require in order to supply the Equipment, Services and Additional Services, and ensure that such information is complete and accurate in all material respects;
2.2.6 either provide, or ensure the provision of, essential services (namely potable mains water, electricity, lighting and heating) to the Property in its possession or control at which the Services are to be provided or shall reimburse Vigilance for the full cost (including any standing charge) of providing the same;
2.2.7 be responsible for all responses to all activations from the Equipment unless Vigilance has been appointed by the Client as the nominated keyholder for the Property;
2.2.8 notify Vigilance immediately in writing if any changes to the Property occur or are planned to be made to the Property (including but not limited to the Property’s layout, vacant nature, use, access, to the method or amount of assets stored at the Property, or any material change in risk levels or values associated with the Property) which effect the delivery or operation of the Equipment and/or provision of the Services and Additional Services;
2.2.9 notify Vigilance immediately in writing if any changes to the ownership and/or control of the Property occur or are planned to be made;
2.2.10 maintain the Property in the same condition as at the date of this Contract (including but not limited to all plant, flora and fauna) to ensure that all security measures remain effective (for example, to prevent obstructions to the line of sight for security cameras and/or sensors); and
2.2.11 any equipment or any other moveable objects there are owned by the Client or any other third party must be made secure by the Client and are not the responsibility of Vigilance.
2.3 Throughout the Term, Vigilance may sub-contract the whole or any part of the Contract. For the avoidance of doubt: any such sub-contracting by Vigilance shall not affect Vigilance’s obligation to provide the Services to the standard warranted in clause 6.
2.4 Vigilance shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
2.5 The Client must not use the Equipment for any unlawful purpose or instruct any third party to undertake any works affecting the equipment at Vigilance’s cost.
2.6 The Client must not without the prior written consent of Vigilance attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Client shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Vigilance against all losses, costs or expenses incurred as a result of such affixation or removal.
2.7 Vigilance reserves the right to amend the specification if required by any applicable statutory or regulatory requirement, and Vigilance shall notify the Client in any such event.
2.8 Client acknowledges and agrees that Vigilance does not warrant or guarantee that the Equipment, Services or Additional Services will prevent unauthorized access to the Property, prevent any event, occurrence or leak at the Property or loss or damage to the Property, and the Client accordingly agrees that Vigilance will not be liable for any loss or damage from any nature to the Property which arises from unauthorised access or any event, occurrence or leak at the Property.
2.9 The Client acknowledges and accepts that:
2.9.1 it is technically impracticable for Vigilance to provide fault-free Services, Additional Services and Equipment and Vigilance does not guarantee that the Services, Additional Services and Equipment will be free of errors, omissions or other issues or that the Services, Additional Services and Equipment will be timely or secure; and
2.9.2 it is the Client’s responsibility at all times to assess the risks and value of the Property, and to insure the Property, regardless of the provision of the Equipment, Services or Additional Services by Vigilance. The Client acknowledges and agrees that the Equipment and Services are only intended to provide a reasonable deterrent to unauthorised access to the Property, to detect the presence of certain events (e.g. intruders flood or fire); and
2.9.3 on occasions, Vigilance may need to break glass in order to secure the Property as part of the Services. Prior authorisation may not be requested from the Client and Vigilance accepts no responsibility for the cost of any resultant repairs or remedial works.
3 CHARGES
3.1 Subject to any special terms agreed in writing by the parties, the Client shall pay the Charges and any expenses together with such additional sums which are agreed between Vigilance and the Client for the provision of the Services and any Additional Services.
3.2 The Client shall be liable for costs incurred as a result of the Client's instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
3.3 Vigilance shall be entitled to vary its standard Charges from time to time by giving not less than 7 days' written notice to the Client.
3.4 All Charges and sums quoted payable to the Client under the Contract are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.
3.5 Vigilance shall submit invoices to the Client for the Services monthly and will invoice from the commencement of the period to which the invoice relates. The Charges and any additional sums payable shall be paid in full by the Client into such account as Vigilance shall reasonably instruct (together with any applicable VAT and without any set off or other deduction whether for withholding tax or otherwise) within 30 days of receipt of Vigilance's invoice.
3.6 If payment is not made on the due date, Vigilance shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 8% above the base rate from time to time of the Bank of England from the due date until the outstanding amount is paid in full. The parties agree that the right to claim interest under this clause is a substantial remedy for late payment and is in substitution for any statutory or other right to claim interest and/or other remedy for late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
3.7 Vigilance will not be obliged to provide Services unless all fees and disbursements due to it in relation to the provision of the Services are received and may suspend all Services forthwith in such circumstances.
4 MATERIALS
4.1 The property, copyright and any other intellectual property rights in any Vigilance Material shall belong to Vigilance, subject only to the right of the Client to use the Vigilance Material during the Term.
5 CONFIDENTIAL INFORMATION
5.1 The parties agree not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to the Contract.
5.2 All information disclosed by either of the parties ("Disclosing Party") to the other party ("Receiving Party") pursuant to the Contract shall be confidential. The Receiving Party shall (a) maintain the confidentiality of all such information, (b) only use it for the Agreed Purposes and (c) shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by or on behalf of Vigilance, or pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its employees, officers, agents, consultants, advisors or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under the Contract provided that the Disclosing Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a party to the Contract.
5.3 The Client specifically undertakes at all times to keep confidential any Vigilance confidential information (including the Contract and information relating to Vigilance's business or affairs) confidential and specifically not to disclose (whether or not for profit) such information to any competitor of Vigilance or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.
6 WARRANTIES AND LIABILITIES
6.1 Vigilance warrants to the Client that:
6.1.1 the Services will be provided using reasonable care and skill and shall follow the Client’s reasonable instructions as closely as possible;
6.1.2 Vigilance shall use all reasonable endeavours to comply with all applicable statutory and regulatory requirements including any applicable codes of practice having the force of law or otherwise in all material respects in the provision of the Services; and
6.1.2 Vigilance shall use all reasonable endeavours to ensure that all of its staff and/or sub-contractors perform the Contract without causing any damage to the Client’s business, public image, reputation and goodwill and without invalidating any policy of insurance applicable to the Client.
6.2 The Client warrants to Vigilance that:
6.2.1 the Property is adequately insured;
6.2.2 the occupation of the Property by Vigilance, its employees, agents or sub-contractors will not invalidate the terms of any policy of insurance that has been affected in respect of the Property;
6.2.3 the Client will, prior to or as soon as reasonably possible after the occupation of the Property by Vigilance, its employees, agents or sub-contractors, notify its insurer of such occupation if required to do so by the terms of any such policy;
6.2.4 the Property is suitable and safe for occupation and is generally fit for human habitation and occupation;
6.2.5 the Client shall bear the cost of rendering, and take all such steps as may be necessary to render, the Property safe for occupation and use by Vigilance, its employees, agents and sub-contractors (such steps including but not being limited to the costs of cleaning, repairing, disinfecting, fumigating, dealing with any electrical or gas emergency, or otherwise repairing or securing the Property); and
6.2.6 the contents of the Property comply with the appropriate regulations relating to soft furnishings and to electrical safety.
6.3 Except in respect of death or personal injury caused by Vigilance's negligence, or fraud or fraudulent misrepresentation, or as expressly provided in these Conditions or any Special Conditions, Vigilance shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of Vigilance, its employees, agents or sub-contractors or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client.
6.4 Subject to any Consultancy Services clause in the Special Conditions, the entire liability of Vigilance to the Client under or in connection with the Contract shall not in any event exceed the lower of 100% of the Charges due payable under the Contract for the preceding 12 months from the date of the event causing the liability to the previously agreed sum or £1,000,000.
6.5 Vigilance shall be under no liability whatever in respect of loss, damage or injury or any consequential or indirect loss arising from the performance of or failure by Vigilance, its employees, agents and sub-contractors to perform a duty extraneous to the Contract which Vigilance or its employees, agents and sub-contractors may at the express wish of the Client have undertaken to perform (whether such loss, damage or injury or consequential or indirect loss be due to the negligence of Vigilance or of its employees, agents or sub-contractors or to any other cause whatever) unless Vigilance has agreed in writing to carry out such extraneous duty and the written agreement is signed by a director or senior executive of Vigilance.
6.6 The Client agrees to indemnify and keep Vigilance fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by Vigilance, its employees, agents, sub-contractors or anyone lawfully introduced to the Property by them as a result of negligence or any default by the Client (or its employees, agents or representatives) of its obligations however arising in connection with the Services (including but not limited to failure to comply with statutory regulations concerning soft furnishings and electrical safety), together with expense, claim, loss or damage which Vigilance or any of its employees, agents, sub-contractors and other clients may suffer due to the negligence or breach of the Client (or its employees, agents or representatives).
6.7 The Client undertakes to indemnify and keep Vigilance indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any Employee of the Client and/or of any Previous Contractor, including but not limited to:
6.7.1 all claims by or in respect of any Employee deriving from any act or omission of the Client and/or any Previous Contractor;
6.7.2 salaries, bonuses and other emoluments, holiday pay, tax and National Insurance payments and contributions to pensions relating to any Employee up to and including the Start Date;
6.7.3 any change in the working conditions or terms of employment of the Employees (or any of them) occurring on or after the Start Date;
6.7.4 any change of employer occurring by virtue of the Transfer Regulations; or
6.7.5 the termination of the employment of any Employee after the Start Date or as a result of any act or omission of the Client and/or Previous Contractor arising after the Start Date.
6.8 Notice of all claims by the Client in respect of any loss, damage or injury or consequential or indirect loss shall be given in writing to the address for Vigilance given at the head of the Contract within 7 Business Days of the discovery of such loss, damage or injury or consequential or indirect loss and in default of such notice within such period Vigilance shall not be held responsible for such claim.
6.9 The Client agrees and acknowledges that the allocation of risk in this clause 6 is fair and reasonable in the circumstances having been taken into account in setting the level of the Charges.
6.10 Nothing in these Conditions excludes or limits Vigilance’s or the Client’s liability in respect of death or personal injury caused by its negligence (including negligence of its employees, agents or contractors) or fraud or fraudulent misrepresentation.
7 FORCE MAJEURE
7.1 Vigilance shall not be liable to the Client for any breach of its warranties, indemnities or obligations under the Contract due to any Force Majeure Event.
7.2 If a Force Majeure Event prevails for a continuous period in excess of 28 days, or for periods which, when aggregated, are in excess of 28 days during the 3 months after the date on which the Force Majeure Event began, Vigilance shall be entitled to terminate the Contract immediately on notice to the Client.
8 TERMINATION AND SUSPENSION
8.1 If the Client commits a breach of its obligations under the Contract which is not capable of remedy, or where capable of remedy does not remedy such breach within 14 days of written notice given to it by Vigilance specifying such breach and requiring its remedy, then Vigilance may terminate the Contract by giving 7 days’ notice in writing to the Client save that Vigilance may terminate the Contract immediately where Vigilance reasonably determines that its continued provision of Services to the Client imperils the safety of its employees, agents or sub-contractors.
8.2 Either party may terminate the Contract immediately by notice in writing to the other if any of the following conditions are met:
8.2.1 the other party proposes or enters any composition or other arrangement for the benefit of its creditors or a class of creditors or becomes insolvent or ceases trading;
8.2.2 anyone takes any step towards winding up or dissolving the other party or towards appointing a trustee, supervisor, receiver, liquidator, administrator or similar officer or other encumbrancer of the other party or any of its assets;
8.2.3 anyone takes any step towards the other party obtaining a moratorium or other protection from its creditors or to take possession of or levy a distress or execution against any of the other party's assets; or
8.2.4 an event occurs which would result in a floating charge crystallising over any of the other party’s assets
8.3 Either party may terminate the Contract at any time after the expiry of the Minimum Period by giving not less than thirty (30) days’ written notice to the other party.
8.4 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
8.5 If Vigilance’ performance of any of its obligations under the Contract is prevented or delayed by an act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
(a) without limiting or affecting any other right or remedy available to it, Vigilance shall have the right to suspend performance of the Services and/or Additional Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Vigilance’ performance of any of its obligations;
(b) Vigilance shall not be liable for any cost or losses sustained or incurred by the Client arising directly or indirectly from Vigilance’ failure or delay to perform any of its obligations as set out in this clause; and
(c) the Client shall reimburse Vigilance on written demand for any costs or losses sustained or incurred by Vigilance arising directly or indirectly from the Client Default.
9 ACKNOWLEDGEMENTS
9.1 The Client agrees and irrevocably declares and acknowledges as follows:
9.1.1 Vigilance shall be entitled at its discretion to immediately terminate the Contract and to cease the provision of Services (or take all or any actions as are authorised under these Conditions) in the event that the Client becomes a prohibited person (under relevant law including without limitation, by reason of capacity, solvency, qualification, undischarged bankruptcy, criminal or civil prosecution, residency or international embargo or restriction) or engages in any unlawful business (under relevant law, including without limitation any illegal activity, Vigilance prohibited activities or activities not previously notified to or approved in writing by Vigilance).
9.1.2 Under no circumstances shall Vigilance, its employees, agents and sub-contractors and the Vigilance officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.
10 NOTICES
10.1 Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose).
10.2 Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted 3 Business Days (or 10 Business Days if prepaid airmail) after posting.
11 EMPLOYEES
11.1 The Transfer Regulations may apply upon termination of the Contract in circumstances where the Client or any other supplier (“Transferee”) takes over provision of the same or similar services (“Transfer”).
11.2 The Client shall be liable for and shall indemnify Vigilance in respect of any Employment Liabilities (as defined in clause 11.3 below) which may be incurred by Vigilance by virtue of the Transfer Regulations and as a result of the employment or termination of employment of each of the transferring employees prior to (and including) the date of Transfer and which arises as a result of any act or omission of Vigilance prior to the date of Transfer.
11.3 For the purposes of clause 11.2 above, Employment Liabilities means any costs, claims, demands, fines, or expenses (including reasonable legal and other professional expenses), payments, wages, actions, proceedings, compensation, awards, interest, loss, damages or penalties incurred or arising in each case out of the employment of any person and any liabilities for income tax to be collected through the Pay As You Earn Scheme and any primary and secondary National Insurance Contributions.
11.4 In the event that the Client engages as an employee of the Client any employee or self-employed contractor of Vigilance at any time during the Term or within 9 months of termination of the Contract, the Client shall pay to Vigilance an introduction fee of 25 per cent of the annual salary of the employee or self-employed contractor so engaged within 14 days of demand notified in writing by Vigilance to the Client.
12 ANTI-SLAVERY
12.1 The parties in performing its obligations under the Contract shall:
12.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including the Modern Slavery Act 2015; and
12.1.2 notify the other party in writing as soon as it becomes aware of any actual or suspected slavery or human trafficking which may have a connection with the Contract.
12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a breach of this clause 12.
13 ANTI-FACILITATION OF TAX EVASION
13.1 The parties in performing its obligations under the Contract shall:
13.1.1 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 evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017; and
13.1.2 notify the other party in writing if it becomes aware of any breach of clause 13.1.1 or has reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of the Contract.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a breach of this clause 13.
14 ANTI-BRIBERY
14.1 The parties in performing its obligations under the Contract shall:
14.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
14.1.2 notify the other party in writing if it becomes aware of any breach of clause 14.1.1, 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.
14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a breach of this clause 14.
15 DATA PROTECTION
15.1 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
15.2 Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.
15.3 Particular obligations relating to data sharing. Each party shall:
15.3.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
15.3.2 give full information to any data subject whose personal data may be processed under the Contract. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
15.3.3 process the Shared Personal Data only for the Agreed Purposes;
15.3.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
15.3.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Contract;
15.3.6 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
15.3.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
15.4 Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:
15.4.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
15.4.2 promptly inform the other party about the receipt of any data subject access request;
15.4.3 provide the other party with reasonable assistance in complying with any data subject access request;
15.4.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
15.4.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
15.4.6 notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
15.4.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the personal data;
15.4.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
15.4.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 15; and
15.4.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.
15.5 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 6.
16 GENERAL
16.1 These Conditions (together with the terms (if any) set out in the Contract, Services Schedule and Special Conditions) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
16.2 In the event of any conflict or an inconsistency between any of the provisions of these Conditions, Special Conditions and Service Schedule respectively, the provisions of the Special Conditions shall prevail in preference to these Conditions and the Service Schedule, and the provisions of these Conditions shall prevail over the provisions of the Service Schedule.
16.3 Vigilance may at its absolute discretion engage sub-contractors in order to carry out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees, agents or sub-contractors shall provide the Services on behalf of Vigilance.
16.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver of a breach of, or default under, any of the terms of the Contract shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other's prior written consent.
16.6 The Client shall not assign all or any of its rights or obligations under the Contract without the written consent of Vigilance. Each party warrants its power to enter into the Contract and has obtained all necessary approvals to do so.
16.7 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of the Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.
16.8 If any provision of the Contract, these Conditions or the Special Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract, these Conditions or the Special Conditions and the remainder of the provision in question shall not be affected.
16.9 English law shall apply to the Contract, these Conditions and the Special Conditions, and the parties submit to the jurisdiction of the English courts.
16.10 The Client for the exclusive benefit of Vigilance submits to the exclusive jurisdiction of the High Court of Justice in England and waives all rights to object to forum.
16.11 Nothing in the Contract shall limit the right of Vigilance to take proceedings in any other court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.
16.12 The Client by this provision irrevocably appoints and authorises the person, firm or entity (if any) in the United Kingdom set out in the Contract to accept service on its behalf of all legal process and service on the entity shall be deemed good service on the Client.
16.13 Nothing in the Contract creates or is to be construed as creating any tenancy or legal interest in the Property.
Vigilance
20A Eccleston Street
Belgravia
London, SW1W 9LT
U.K.
Tel: 0203 416 5340
Fax: 0203 416 5350
© Vigilance Properties Limited 2024. Registered in England & Wales under company registration number 06682999. Vat No. 939424007