1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 Words importing persons include firms, companies and corporations and vice versa.

2.1 The Licensor grants to the Licensee a non-exclusive licence to Use the Licensed PEARL Software as a Service (SaaS) Program Materials subject to the terms and conditions contained in this Agreement.

2.2 The Licensee shall use the licensed PEARL Materials for processing its own data for its own internal business purposes only.

2.3 Apart from a 14 days’ grace period from enrolment date during which the licensee may delete learners without incurring cost, under no circumstances may you delete or reassign a learner’s login details to a different learner.

2.4 A licensee may only use PEARL content within the PEARL LMS platform and may not print, copy or duplicate our training materials for classroom delivery or any other training activity outside of the PEARL platform (without express consent).

2.5 While your PEARL account is up to date (not in arrears) you may:

2.6 PEARL’s functionality, the content and the services we provide in connection with PEARL are as described in the product specifications schedule.

2.7 Except to the extent that any such term is to be treated as being included by virtue of the Consumer Rights Act 2015 and cannot be excluded, it is not a term of your agreement with us that PEARL has any functionality that is not described within the Software Licence Agreement.

2.8 You must not use PEARL in connection with any offence, fraudulent activity or in contravention of SFA funding guidelines.

2.9 Subject to the Consumer Rights Act 2015, we reserve the right to may remove any functionality from PEARL. If we choose to remove functionality we will advise you in writing 30 days in advance and consult with you on changes before taking final action.

2.10 We warrant that we have exercised reasonable care and reasonable skill in creating PEARL, and that we will provide our services with reasonable care and reasonable skill, but it is not a term of your agreement with us that we will achieve any particular outcome with respect to learner completions.

2.11 PEARL may require the installation of browser software and software updates on your device, and the exchange of information between your device and our systems, and you agree to this.

2.12 The use of the Licensed PEARL Materials is restricted to use as per the terms of this contract save that:

2.13 The Licence shall not be deemed to extend to any programs or materials of the Licensor other than the Licensed Program Materials unless specifically agreed to in writing by the Licensor.

2.14 The Licensee acknowledges that it is licensed to use the Licensed Program Materials only in accordance with the express terms of this Agreement and not further or otherwise.

2.15 These written terms, and any which have to be treated as being included by virtue of the Consumer Rights Act 2015 and/or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and/or the E-Commerce Regulations, form the whole agreement you have with us., and you confirm and warrant that, apart from any trial of PEARL you may have had, you have not relied on anything else when deciding to enter into that agreement.

2.16 We may close your PEARL account; If any of the following events occur we may, at our absolute discretion, close your app account and prevent your use of the app or your projects without any liability to you:

3.1 The licensor may use the following means to promote the products or services of the Company as agreed between the Parties from time to time:

• SEO
• Text Ads
• Emails ads
• Image Ads
• PPC Ads
• PPV Ads
• Social Media Advertising
• Advertisement on Search Engine [Google/Bing/Yahoo]
• Viral Advertising
• Video Advertising
• Radio Advertising
• TV Advertising
• Magazine Advertising
• Billboard Advertising
• Word of Mouth Advertising
• Public outreach

4.1 The Fees shall be paid by the Licensee as provided in the quote.

4.2 The combined Fees and other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the Licensee at the rate and in the manner prescribed by law against submission of a valid tax invoice.

4.3 All scheduled payments by the Licensee under this agreement as outlined in the payment schedule must be paid before each payment date after receipt by the Licensee of the Licensor's invoice therefor. Within 10 working days the licensee will produce a purchase order number to cover the full value of the agreement.

4.4 The Licensor shall have the right to charge interest on overdue invoices at the rate of 4% per month above the Bank of England base rate (interest to be compounded monthly), calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment. Where the licensee is experiencing unforeseen payment delays or there is an invoicing inaccuracy they may request in writing an extension and the licensor has the exclusive option to grant this extension or otherwise.

Upon signing of this contract the Licensor shall deliver the Licensed Pearl Materials to the Licensee and customise the setup of the Licensed Program within 30 days of signing of this contract. The Licensed PEARL Program so delivered shall consist of unlimited administration and tutor logins for which the Licensee will not be charged. Access to the PEARL programme shall be via a personalised domain.

6.1 The Licensee shall supply to the Licensor immediately after installation of the Licensed Programs, test data/users which in the reasonable opinion of the Parties is suitable to test whether the Licensed Programs are in accordance with the Specification, together with the results expected to be achieved by processing such test data/users using the Licensed Programs. The Licensor shall not be entitled to object to such test data or expected results unless the Licensor can demonstrate to the Licensee that they are not suitable for testing the Licensed Programs as aforesaid, in which event the Licensee shall make any reasonable amendments to such test data and expected results as the Licensor may request. Subject to the receipt of such test data and expected results, the Licensor shall process such data, in the presence of the Licensee or its authorised representative, on the Equipment using the Licensed Programs by way of acceptance testing within 10 days after such receipt at a time mutually convenient to both Parties.

6.2 The Licensee shall accept the Licensed Programs immediately after the Licensor has demonstrated that the Licensed Programs have correctly processed the test data by achieving the expected results.

6.3 In the event of failure of the Licensed Programs to pass the tests referred to in sub-Clause 6.1 the Licensor shall, not later than 5 Business Days following notification of the relevant failure, at its own expense correct the errors in the Licensed Programs and notify the Licensee that it is ready to repeat the tests. Such tests shall be repeated within 5 Business Days after such notice at a time mutually convenient to both Parties.

6.4 In the event of failure of the Licensed Programs to pass the repeat tests referred to in sub-Clause 7.3, the Licensee shall be entitled to terminate this Agreement or, by notice to the Licensor within 5 Business Days require the Licensor to correct the errors in the Licensed Programs. Where such notice is provided, the provisions of sub-Clause 6.3 shall, mutatis mutandis, apply.

6.5 Notwithstanding the above, installation of the Licensed Programs shall be deemed to be completed and the Licensed Programs shall be deemed to be accepted upon successful execution of the tests referred to above or when the Licensed Programs have been put into operational use, whichever is the earlier. The Acceptance Date shall be the date on which acceptance is deemed to have taken place. The Licensee will deem to have accepted installation of the Licensed programme once the client testing phase has been passed and been accepted by the Licensee as specified under the heading “Client Testing”.

7.1 The Licensee may not make copies of the Licensed Programs or of the learning materials included within the PEARL platform. All learning materials and coding contained within the PEARL LMS remain the property of the Licensor.

7.2 No copies may be made of the Program Documentation without the prior written consent of the Licensor.

8.1 The Parties acknowledge that the Licensed Programs may be modified from time to time by the Licensor to integrate and operate with third party software.

8.2 The Licensee undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Licensed Program Materials in any manner without the Licensor's prior written consent.

8.3 Notwithstanding sub-Clause 8.2, in the case of reverse analysis where permitted by applicable law, the Licensee may incidentally decompile the Licensed Programs only if it is essential to do so to achieve interoperability of the Licensed Programs with another software program or hardware (“Permitted Purpose”). Such decompilation shall only be permitted provided the information obtained by the Licensee thereby is only used for the Permitted Purpose and is not disclosed or communicated to any third party without the Licensor's prior written consent and is not used to create any software which is substantially similar to the Licensed Program Materials. No use in any manner which would be restricted by copyright shall be permitted.

8.4 Notwithstanding sub-Clause 8.3, the Licensee shall first consult the Licensor regarding any data the Licensee requires to achieve interoperability or to deduce underlying ideas and principles. The Licensor shall consider making the same available to the Licensee (without the Licensee having to rely on sub-Clause 8.3) subject to the restrictions on disclosure set out in sub-Clause 9.3.

The Licensee shall during the continuance of the Licence:

9.1 Effect and maintain adequate security measures to safeguard the Licensed Program Materials from access or use by any unauthorised person;

9.2 Retain the Licensed Program Materials and all digital copies (if provided) thereof under the Licensee's effective control; and

9.3 Maintain a full and accurate record of the Licensee's copying and disclosure of the Licensed Program Materials and shall produce such records to the Licensor on request from time to time.

10.1 The Licensed Program Materials and all Intellectual Property Rights of whatever nature which now or in the future subsist in the Licensed Program Materials are and shall remain the property of the Licensor.

10.2 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Licensed Program Materials by any person.

11.1 The Licensor shall defend at its own expense any claim brought against the Licensee alleging that the Use of the Licensed Program Materials infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and the Licensor shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Licensee:

11.2 If, in the Licensor's reasonable opinion, the use of the Licensed Program Materials are or may become the subject of an Intellectual Property Claim then the Licensor shall either:

11.3 If the remedies set out in sub-Clause 12.2 are not in the Licensor's opinion reasonably available, then the Licensee shall return the Licensed Program Materials which are the subject of the Intellectual Property Claim and the Licensor shall refund to the Licensee the corresponding portion of the Licence Fee, as normally depreciated, whereupon this Agreement shall immediately terminate.

11.4 The Licensor shall have no liability for any Intellectual Property Claim resulting from the Use of the Licensed Program Materials in combination with any equipment (other than the Equipment) or programs not supplied or approved by the Licensor or any modification of any item of the Licensed Programs by a party other than the Licensor or its authorised agent.

12.1 The Licensor warrants that following the Acceptance Date:

12.2 The Licensor warrants that in fulfilling its obligations under this Agreement it will attain standards of care and skill commensurate with those currently prevailing in the software industry and that all personnel will have qualifications and experience appropriate for the tasks to which they are allocated.

12.3 The Licensor shall ensure that it and its servants, agents and subcontractors take all reasonable precautions to ensure that no known viruses, spyware or other malware for which detection and antidote software is generally available are coded or introduced into the Licensed Programs.

12.4 If the Licensor receives written notice from the Licensee after the Acceptance Date of any breach of the said warranties, then the Licensor shall at its own expense and within 14 Business Days after receiving such notice remedy the defect or error in question.

12.5 When notifying a defect or error the Licensee shall (so far as it is able) provide the Licensor with a documented example of such defect or error. This should include examples of usernames, URLs, screenshots, device information and workflows followed to generate the defect or error.

12.6 The said warranties above shall be subject to the Licensee complying with its obligations under the terms of this Agreement and shall also be subject to the limits and exclusions of liability set out in Clause 13. The said warranties shall not apply to the extent that any defect in the Licensed Programs arose or was exacerbated as a result of:

12.7 To the extent permitted by applicable law, the Licensor:

13.1 The Licensor shall, during the term of this Agreement, maintain employer's liability, third party liability, product liability and professional negligence insurance cover in respect of its liabilities arising out of or connected with this Agreement, such cover to be to a minimum value of £1,000,000 and with an insurance company of repute. The Licensor shall on request supply copies of the relevant certificates of insurance to the Licensee as evidence that such policies remain in force. The Licensor undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.

13.2 The Licensor shall indemnify the Licensee for personal injury or death caused by the negligence of its employees in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.

13.3 The Licensor will indemnify the Licensee for direct damage to tangible property caused by the negligence of its employees in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement. The Licensor's total liability under this clause shall be limited to the in-year cost of licence fees for PEARL for any one event or series of connected events. This will be capped at the lower of £10,000 or the licence fee paid during the year in which the claim relates.

13.4 Save in respect of claims for death or personal injury arising from the Licensor's negligence, in no event will the Licensor be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of the Licensor whether such damages were reasonably foreseeable or actually foreseen.

13.5 Except as provided above in the case of personal injury, death and damage to tangible property, the Licensor's maximum liability to the Licensee under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to the greater of:

13.6 The Parties acknowledge and agree that the limitations contained in this Clause 13 are reasonable in the light of all the circumstances.

13.7 The Licensee's statutory rights as a consumer (where the Licensee is a consumer and not acting in the course of business) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, references to the “Licensor” includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

14.1 Both Parties undertake that, except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and for 12 months after its termination:

14.2 Subject to sub-Clause 14.3, either Party may disclose any Confidential Information to:

14.3 Disclosure under sub-Clause 14.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 14.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

14.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

14.5 When using or disclosing Confidential Information under sub-Clause 14.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

14.6 The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

15.1 This contract is a for a fixed volume of services within a fixed term. The Licensee may decide not to renew the services and terminate the agreement from the first anniversary of the marketing services beginning by giving one months written notice to the Licensor.

15.2 The Licensor may terminate the Licence forthwith on giving notice in writing to the Licensee if:

15.3 Save as expressly provided in sub-Clause 15.2 or elsewhere in this Agreement the Licence may not be terminated.

15.4 Upon the termination of the Licence, the Licensee shall immediately return to the Licensor the Licensed PEARL Program Materials and all copies of the whole or any part thereof.

15.5 Where destruction is required by the Licensor under sub-Clause 15.4, the Licensee shall certify in writing to the Licensor that they have destroyed the Licensed Program Materials.

15.6 Notwithstanding the provisions of sub-Clause 15.4, the Licensee may extract and store from the Licensed Programs any data belonging to the Licensee and store the same on separate media for continuity purposes.

15.7 Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

Clauses 30-33 will apply to this Agreement in respect of compliance with Data Protection Laws.

17.1 Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

17.2 If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

20.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

20.2 Notices shall be deemed to have been duly given:

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

21.1 This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assignees, and references to a Party in this Agreement shall include its successors and permitted assignees.

21.2 In this Agreement references to a Party include references to a person:

22.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

22.2 Notwithstanding the provisions of sub-Clause 22.1, either Party may assign this Agreement to any acquirer of all or of substantially all of that Party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a Party to this Agreement. Any attempted assignment in violation of this Clause will be void and without effect.

22.3 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

22.4 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement & the adjoining Service Level Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

22.5 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the Parties.

Each Party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.

Where either Party has incurred any liability to the other Party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each Party may not set off the amount of such liability against any sum that would otherwise be due to the other Party under this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

28.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales notwithstanding the conflict of law provisions and other mandatory legal provisions save that:

28.2 Each Party recognises that the other Party's business relies upon the protection of its IPR. In the event of a breach or threatened breach of IPR, the other Party will be caused irreparable damage and such other Party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.

28.3 With respect to all other disputes which are not IPR related pursuant to sub-Clauses 28.1 and 28.2, the following procedures in sub-Clauses 28.3 to 28.6 shall apply. Where there is a dispute the aggrieved Party shall notify the other Party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other Party. A representative from senior management of each of the Parties (“representatives”) shall meet in person or communicate by telephone within 5 Business Days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective Parties. The representatives shall produce a report about the nature of the dispute in detail to their respective boards and if no agreement is reached on corrective action, then the chief executives of each Party shall meet in person or communicate by telephone, to facilitate an agreement within 5 Business Days of a written notice by one to the other. If the dispute cannot be resolved at board level within a further 5 Business Days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either Party may seek its legal remedies as provided below.

28.4 If the Parties cannot resolve a dispute in accordance with the procedure in sub-Clause 28.3, then they shall with the assistance of the Centre for Effective Dispute Resolution (“CEDR”), seek to resolve the dispute or difference amicably by using an Alternative Dispute Resolution (“ADR”) procedure acceptable to both Parties before pursuing any other remedies available to them. If either Party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both Parties within 15 Business Days after it has arisen, the matter shall be settled in accordance with the procedure below.

28.5 If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of this Agreement as confirmed under Clause 29.

29.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

29.2 Subject to the provisions of Clause 28, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

30.1 Definitions and Interpretation. Unless set out below and unless the content otherwise requires, a term defined elsewhere in the Agreement has the same meaning in this clause.

“Agreement” shall mean this Agreement.

The terms Data Controller, Data Processor, Data Subject, Process/Processing and Special Categories of Personal Data shall have the same meaning as described in the Data Protection Laws.

"EEA" means the European Economic Area.

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed, as well as any breach of the security requirements set out in paragraph 31.2.4.

Personal Data means the data set out in clauses 30-33 and any other personal data, as defined in the Data Protection Laws, Processed by the Data Processor on behalf of the Data Controller pursuant to or in connection with the Agreement.

Standard Contractual Clauses means the standard contractual clauses, as agreed by the European Commission, for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of protection, as updated, amended replaced or superseded from time to time by the European Commission.

"Supervisory Authority" means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws.

31.1 The Data Controller hereby appoints the Data Processor in relation to the Processing of Personal Data under the Agreement and the parties agree to act in accordance with their respective obligations under clauses 30-33.

31.2 The Data Processor agrees that it shall undertake the obligations set out in this paragraph 31.2.

31.3 Where the Data Processor receives a request for disclosure of Personal Data from any government agency or regulator or under any statutory requirement (or is otherwise required or wishes to make a disclosure to a government agency or regulator or under any statutory requirement), it shall advise the Data Controller, in writing, of the request as soon as possible and prior to any disclosure, unless prohibited from doing so by law.

31.4 The Data Processor shall not authorise any third party and/or sub-contractor to Process the Personal Data ("Sub-processor") other than with the prior written consent of the Data Controller, which the Data Controller may refuse in its absolute discretion and in each case subject to the Data Processor:

31.5 The Data Processor shall not under any circumstances Process any Personal Data outside the EEA unless authorised in writing to do so by the Data Controller (which consent shall be subject to Data Processor agreeing details of the transfer with the Data Controller and Data Processor and its sub-processor complying with the Data Controller’s IT security requirements as applicable). When requested by the Data Controller, the Data Processor shall promptly enter into (or procure that any relevant Sub-processor of the Data Processor enters into) an agreement with the Data Controller including or on such provisions as the Standard Contractual Clauses and/or such variation as the Data Controller might require, in respect of any processing of Personal Data outside of the EEA, which terms shall take precedence over those in clauses 30-33.

31.6 The Data Processor shall make available to the Data Controller on request all information necessary to demonstrate compliance with clauses 30-33 and allow for and contribute to audits, including inspections by the Data Controller or another auditor mandated by the Data Controller of any premises where the Processing of Personal Data Processed under this Agreement takes place, in order to assess compliance with clauses 30-33. The Data Processor shall permit the Data Controller or another auditor mandated by the Data Controller to inspect, audit and copy any relevant records, processes and systems in order that the Data Controller may satisfy itself that the provisions of clauses 30-33 are being complied with. The Data Processor shall provide full co operation to the Data Controller in respect of any such audit and shall at the request of the Data Controller, provide the Data Controller with evidence of compliance with its obligations under clauses 30-33. The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction pursuant to this paragraph 31.6 infringes the GDPR or other EU or Member State data protection provisions.

31.7 The Data Processor agrees that it shall hold the Personal Data in such a manner that it is capable of being distinguished from other data or information processed by the Data Processor.

31.8 The Data Processor shall indemnify and hold harmless the Data Controller against all losses, fines and regulatory sanctions arising from any claim by a third party or Supervisory Authority arising from any breach of clauses 30-33.

31.9 In the event of any termination of the Agreement, the Data Processor shall:

The Data Controller may notify the Data Processor in writing from time to time of any variations to clauses 30-33 which are required as a result of a change in Data Protection Laws including without limitation to the generality of the foregoing, any variations which are (i) required as a result of any changes to UK Data Protection Laws following any exit of the UK from the European Union; or (ii) required to take account of any new data transfer mechanisms for the purposes of paragraph 32.5. Any such variations shall take effect on the date falling 30 days after the date such written notice is sent by the Data Controller and the Data Processor shall procure that where necessary the terms in each contract between Data Processor and each Sub-processor are amended to incorporate such variations within the same time period.

33.1 Clauses 30-33 include certain details of the Processing of Personal Data as required by Article 28(3) GDPR.

33.2 Subject matter and duration of the Processing of Personal Data:

33.3 The nature and purpose of the Processing of Personal Data:

33.4 The types of Personal Data to be Processed

33.5 The categories of Data Subject to whom the Personal Data relates