CHARITY

STANDARD TERMS AND CONDITIONS OF SERVICE (“these Conditions”)

Version 1.6 (Charity, Feb 2020)

Interpretation

1 In these Conditions:-

“Authorised Person” means an employee of IOM holding the office of project manager in relation to the Services, an employee holding the office of director or a legally appointed director of IOM;

“Client” means the party named in the Proposal for whom IOM has agreed to provide the Services;

“Controller” and “Personal Data” have the meanings given in the Data Protection Laws;

“Data Protection Laws” means any applicable law, statute, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of Personal Data;

“IOM” means the Institute of Occupational Medicine (Company Registration Number SC123972, Scottish Charity Number SC000365) whose registered office is at Research Avenue North, Riccarton, Edinburgh, EH14 4AP;

“Proposal” means IOM’s Proposal for the Services provided to and accepted by the Client; and

“Services” means the services to be provided by IOM to the Client as set out in the Proposal and, where applicable, as varied under these Conditions.

The Services

2.1 IOM will carry out the Services with all the reasonable skill, care and diligence to be expected from a professional person or firm in the performance of similar services under these Conditions and in accordance with relevant industry standards current at the time. IOM may provide the Services using members of staff from various geographic locations across the United Kingdom.

2.2 IOM will promptly notify the Client if any aspect of the Services is found to be, or expected to be, significantly different from that addressed in the Proposal as a result of (a) site conditions; (b) new information; and/or (c) of safety and/or environmental factors if this is likely to have an effect on the fees and expenses payable by the Client or schedule of the Services. In such circumstances, IOM reserves the right to vary the Services on the basis that the Client agrees to bear the costs of additional work in accordance with the terms of clause 3.4.

2.3. Unless otherwise agreed between the Client and IOM all reports produced in the performance of the Services will be addressed to the Client only. Reports shall only be used by the Client for the purpose set out in the Proposal and shall not be relied upon or used for any other purposes or by any other party without the prior written permission of an Authorised Person.

Charges and Payment

3.1 In consideration for the provision of the Services, the Client shall pay to IOM the fees (including the fees of sub-contractors where appropriate), inclusive of VAT, and expenses specified in the Proposal.

3.2 The estimate of fees and expenses for the Services are as set out in the Proposal. Both the estimate and the charge out rates and expenses quoted in the Proposal will remain valid for a period of 30 days from the date of the Proposal. IOM reserves the right to apply an increased level of fees (such increase to be notified to the Client) in the event that the period during which the Services are provided extends beyond a period of 6 months.

3.3 Unless otherwise stated in the Proposal:-

3.3.1 the charge out rates quoted shall be charged for all consultant time spent on the provision of the Services, including travelling time; and

3.3.2 all expenses will be charged at cost plus a reasonable handling charge.

3.4 Any increase in the scope or extent of the Services from that specified in the Proposal will be subject to additional charges, such charges being calculated at the charge out rates agreed in respect of the Services, or, if no specific rates were agreed for that specific type of work, at the charge out rates charged by IOM for that type of work.

3.5 Fees and expenses in respect of the Services provided will be invoiced on completion of each milestone set out in the Proposal. Notwithstanding this, IOM may issue interim fees to the Client if IOM, in its sole discretion, considers it reasonable and appropriate to do so in the circumstances. Payment of an invoice shall be due by the Client within 14 days of the date of the invoice.

3.6 In the event that the Client fails to pay any invoice in full within 14 days of the due date, IOM reserves the right (without prejudice to the terms of clause 11.2 below) to:-

3.6.1 charge interest on the amount outstanding at the rate of 5% per annum over the base rate from time to time of the Bank of England. Notwithstanding this, IOM may in the alternative claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998; and

3.6.2 suspend the provision of the Services until the amount outstanding has been paid, it being expressly agreed that IOM shall have no liability for any loss, injury or damage suffered by the Client or any other person as a result of the suspension of provision of the Services pursuant to this clause.

Confidentiality

4.1 Neither party will, at any time, disclose any information of a confidential nature relating to the other party acquired during the performance of the Services to any third party (other than to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under the Proposal) without the prior written consent of the other unless (a) such information is already in the possession of the third party prior to its disclosure (other than as a result of the breach of any obligation of confidence owed to the party in question); (b) such information is already common knowledge or becomes through no fault of that party; or (c) either party is compelled to disclose such information under a duty or obligation owed to or imposed by any court of competent jurisdiction, regulatory or government authority or body.

4.2 For the avoidance of doubt, the duty of confidentiality set out in clause 4.1 shall continue to apply without limit of time after the completion or termination of the provision of the Services subject to the exclusions detailed in that clause.

Intellectual Property

5.1 All copyright, trademark, patent and other intellectual property rights in all original drawings, designs, proposals, reports, recordings and other original works, discoveries or inventions made by IOM in the course of the provision of the Services or otherwise as a result of the provision of the Services shall belong to and remain vested in IOM and shall be treated as confidential by the Client in accordance with clauses 4.1 and 4.2.

5.2 IOM will grant a personal, non-exclusive, non-transferable royalty free perpetual licence in favour of the Client to use the same for the purposes specified in the Proposal subject always to the right of IOM to terminate the licence in the event that the Client fails to make payment of IOM’s fees and expenses on the due date.

Academic Publication

6.1 As an independent charitable research organisation, IOM’s scientific work is intended to be published after suitable consultation and peer review. IOM therefore reserves the right to publish work in the scientific literature and through its own Technical Memorandum series of research reports. For all such publications, the Client will be given the opportunity to comment prior to submission (normally within 28 days) and all comments received will be carefully considered by IOM before final publication.

IOM Personnel

7.1 During the provision of the Services and for a period of 12 months after termination of the provision of the Services neither the Client nor any company associated with the Client shall offer employment to any member of staff of IOM involved in the provision of the Services nor solicit or attempt to entice away any such employee without the prior written agreement of a director of IOM.

Liability and Insurance

8.1 Other than in respect of death or personal injury caused by IOM’s negligence, IOM shall not be responsible for any loss, damage, delay, loss of market, costs or expenses of whatsoever nature or kind and howsoever sustained or occasioned, except as provided for in these Conditions.

8.2 Subject to clause 8.1, IOM shall under no circumstances whatever be liable to the Client, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss howsoever arising.

8.3 IOM’s liability shall be limited to the extent of any damage, injury or loss that is directly attributable to the failure of IOM, its employees, subcontractors and/or agents to comply with the obligations on the part of IOM as provided in these Conditions.

8.4 The Client acknowledges and accepts that the fees and expenses do not contain a premium sufficient to cover IOM’s risk of unlimited liability in respect of the Services and that a limitation of liability is reasonable bearing in mind the relevant circumstances, including the cost and availability or otherwise of insurance cover. Without prejudice to the remainder of this clause, IOM shall be liable to the Client for such direct losses of the Client as are attributable directly to IOM’s work limited to an aggregate amount equivalent to ten times the fees charged subject always to a maximum of £5,000,000.

8.5 IOM will maintain cover in respect of public liability and professional indemnity insurance during the course of provision of the Services and for a period of one year thereafter, provided always that such insurance is available at commercially reasonable rates. Details of the policies are available on reasonable request. In the event that IOM ceases to carry such cover as a result of it ceasing to be available at commercially reasonable rates IOM will promptly notify the Client of that fact.

8.6 Where in the provision of the Services any employee of IOM is required to act in a representative capacity, by carrying out instructions or acting on behalf of the Client, IOM shall be deemed to be acting as the Client’s agent. The Client hereby agrees to indemnify both IOM and IOM’s employee(s) against any claim for which IOM and IOM’s employee(s) may be liable for as a result of acting as the agent of the Client by reason of the acts or omissions of the Client.

Force Majeure

9.1 If IOM is delayed in the provision of the Services by any act or default of the Client or any other party or by any cause beyond the reasonable control of IOM, the period of completion of the Services shall be extended by a reasonable period and IOM will be entitled for payment of any additional costs reasonably incurred which are attributable to the delay.

9.2 Neither party shall be liable or deemed liable to the other party for failure or delay in meeting any obligation hereunder due to acts of God, warfare, industrial dispute (whether of its own employees or those of others), acts of terrorism, flood, fire, environmental incident, any other natural disaster, acts of Government or regulatory authority or any other cause beyond the reasonable control of the party which has a duty to perform provided that the affected party has given the non-affected party prompt written notice, with full details, following the occurrence of the cause relied upon. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations provided that if the period of delay or non-performance continues for 90 days, the non-affected party may terminate the provision of the Services by giving not less than 14 days’ written notice to the other party.

Communication

10.1 IOM frequently makes use of e-mail when communicating with clients and any other advisers or parties involved in providing the Services. The Client authorises IOM to use e-mail communication as IOM sees fit in the course of providing the Services. The Client understands and acknowledges that the electronic transmission of information by e-mail on the Internet or otherwise has inherent risks and that such communications may become lost, delayed, intercepted, corrupted or be otherwise altered, rendered incomplete or fail to be delivered. IOM shall use reasonable endeavours to ensure that electronic communications that are sent are free from viruses and any other material which may cause inconvenience or harm to any other computer system and the Client undertakes to do likewise with any electronic communications they may send to IOM. However, because the electronic transmission of information cannot be guaranteed to be secure or error-free and its confidentiality may be vulnerable to access by unauthorised third parties, IOM shall have no responsibility or liability to the Client on any basis other than our bad faith or wilful default in respect of any error, omission, claim or loss arising from or in connection with the electronic communication or information to the Client (or the Client’s reliance on such information). Without prejudice to the foregoing, IOM may advise the Client from time to time of methods of authentication and validation of electronic communications which IOM may wish to use and which IOM may also require the Client to use.

10.2 All correspondence shall normally be by first class mail, facsimile or electronic mail other than correspondence dealing with termination, which shall be by recorded delivery.

Termination

11.1 Either party may terminate the provision of the Services by serving one month’s written notice on the other party.

11.2 IOM may terminate the provision of the Services, without liability, by serving written notice on the Client where:-

11.2.1 the Client fails to make any payment of an invoice on the due date; or

11.2.2 the Client is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or being an individual or partnership is declared bankrupt; or

11.2.3 a trustee, receiver, administrative receiver or similar officer is appointed in respect of the whole or any part of the business or assets of the Client.

11.3 In the event of termination under this clause 11, the Client will pay IOM for the Services performed up to and including the date of termination.

Compliance with Legislation

12.1 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption in each country where a party has its principal place of business and where such Party conducts activities under this agreement in respect of “Anti-Bribery Laws” (including but not limited to the UK Bribery Act 2010).

12.2 Each party shall have and maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with Anti-Bribery Laws and will enforce them where appropriate.

12.3 During the provision of the Services, it is acknowledged that each party may disclose to the other Personal Data (including Personal Data relating to that party’s staff) (“Disclosed Data”) for the purposes of the management and administration of this agreement (including the performance of its obligations and the exercise of its rights) (the “Purpose”). The Parties agree that (i) each party is an independent Controller; and (ii) the disclosure of Disclosed Data shall be on a Controller to Controller basis.

12.4 Each party warrants and undertakes that (i) where it discloses Disclosed Data to the other party, such disclosure is fair and lawful and does not contravene any Data Protection Laws; and (ii) it shall use Disclosed Data received from the other party only for the Purpose; and (iii) it shall otherwise comply with its obligations under the Data Protection Laws. Each party will promptly inform the other upon becoming aware of any Personal Data breach relating to any Disclosed Data received by it from the other party.

12.5 Breach of this Clause 12 shall be deemed a material breach of this agreement.

Status of These Conditions

13.1 These Conditions constitute the entire agreement and understanding between IOM and the Client and supersede any previous arrangement, understanding or agreement between the parties relating to the provision of the Services.

13.2 No variation to these Conditions shall be binding unless agreed in writing and signed on behalf of IOM by an Authorised Person.

13.3 No rights or obligations may be assigned or delegated by either party without the prior written agreement of the other party.

13.4 No waiver by IOM of any breach of these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.5 The provisions of these Conditions are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction, then such invalidity or unenforceability shall not affect the remaining provisions of these Conditions.

13.6 These Conditions shall be governed by and construed in accordance with Scots Law. The Client agrees that the Scottish Courts shall have exclusive jurisdiction over any dispute that arises between the parties.

CONSULTING

STANDARD TERMS AND CONDITIONS OF SERVICE (“these Conditions”)

Version 1.8 (Consulting, March 2023)

Interpretation

1 In these Conditions:-

“Authorised Person” means an employee of IOM holding the office of project manager in relation to the Services, an employee holding the office of director or a legally appointed director of IOM;

“Client” means the party named in the Quotation for whom IOM has agreed to provide the Services;

“Controller” and “Personal Data” have the meanings given in the Data Protection Laws;

“Data Protection Laws” means any applicable law, statute, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of Personal Data;

“IOM” means IOM Consulting Limited, a company incorporated under the Companies Acts (Company Registration Number SC205670), having its registered office at Research Avenue North, Riccarton, Edinburgh, EH14 4AP;

“Quotation” means IOM’s quotation for the Services provided to and accepted by the Client; and

“Services” means the services to be provided by IOM to the Client as set out in the Quotation and, where applicable, as varied under these Conditions.

The Services

2.1 IOM will carry out the Services with all the reasonable skill, care and diligence to be expected from a professional person or firm in the performance of similar services under these Conditions and in accordance with relevant industry standards current at the time. IOM may provide the Services using members of staff from various geographic locations across the United Kingdom.

2.2 IOM will promptly notify the Client if any aspect of the Services is found to be, or expected to be, significantly different from that addressed in the Quotation as a result of (a) site conditions; (b) new information; and/or (c) safety and/or environmental factors if this is likely to have an effect on the fees and expenses payable by the Client or schedule of the Services. In such circumstances, IOM reserves the right to vary the Services on the basis that the Client agrees to bear the costs of additional work in accordance with the terms of clause 3.4.

2.3 Unless otherwise agreed between the Client and IOM, all reports produced in the performance of the Services will be addressed to the Client only. Reports shall only be used by the Client for the purpose set out in the Quotation and shall not be relied upon or used for any other purposes or by any other party without the prior written permission of an Authorised Person.

Charges and Payment

3.1 In consideration for the provision of the Services, the Client shall pay to IOM the fees (including the fees of sub-contractors where appropriate), inclusive of VAT, and expenses specified in the Quotation.

3.2 The estimate of fees and expenses for the Services are as set out in the Quotation.  Both the estimate and the charge out rates and expenses quoted in the Quotation will remain valid for a period of 30 days from the date of the Quotation.  IOM reserves the right to apply an increased level of fees (such increase to be notified to the Client) in the event that the period during which the Services are provided extends beyond a period of 6 months.

3.3 Unless otherwise stated in the Quotation:-

3.3.1 the charge out rates quoted shall be charged for all consultant time spent on the provision of the Services, including travelling time; and

3.3.2 all expenses will be charged at cost plus a reasonable handling charge.

3.4 Any increase in the scope or extent of the Services from that specified in the Quotation will be subject to additional charges, such charges being calculated at the charge out rates agreed in respect of the Services, or, if no specific rates were agreed for that specific type of work, at the charge out rates charged by IOM for that type of work.

3.5 IOM reserves the right to charge a cancellation fee for any work cancelled at short notice and for any pre-authorised non-refundable expenses that are quoted in addition to the fees. The cancellation fee will apply as follows:

100% fee Less than 1 working days’ notice prior to the scheduled works

75% fee   Less than 3 working days’ notice prior to the scheduled works

50% fee   Less than 5 working days’ notice prior to the scheduled works

3.6 This agreement is divisible. Where more than one report is produced in the performance of the Services, each report shall be deemed to arise from a separate agreement and shall be invoiced separately. Any invoice for a report produced in the performance of the Services shall be payable in full within 14 days of the date of the invoice, without reference to and notwithstanding any defect or default in delivery of any other report produced in the performance of the Services. Notwithstanding this, IOM may issue interim fees to the Client if IOM, in its sole discretion, considers it reasonable and appropriate to do so in the circumstances.

3.7 In the event that the Client fails to pay any invoice in full within 14 days of the due date, IOM reserves the right (without prejudice to the terms of clause 10.2 below) to:-

3.7.1 charge interest on the amount outstanding at the rate of 5% per annum over the base rate from time to time of the Bank of England. Notwithstanding this, IOM may in the alternative claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998; and

3.7.2 suspend the provision of the Services until the amount outstanding has been paid, it being expressly agreed that IOM shall have no liability for any loss, injury or damage suffered by the Client or any other person as a result of the suspension of provision of the Services pursuant to this clause.

3.8 IOM reserves the right to share account or invoice information with credit reference agencies, advisors or financiers for the purposes of financing, providing credit terms and collecting payment of outstanding invoices.

Confidentiality

4.1 Neither party will, at any time, disclose any information of a confidential nature relating to the other party acquired during the performance of the Services to any third party (other than to its employees, officers, representatives, advisers or financiers who need to know such information for the purposes of carrying out its obligations under the Quotation) without the prior written consent of the other unless (a) such information is already in the possession of the third party prior to its disclosure (other than as a result of the breach of any obligation of confidence owed to the party in question); (b) such information is already common knowledge or becomes so through no fault of that party; or (c) either party is compelled to disclose such information under a duty or obligation owed to or imposed by any court of competent jurisdiction, regulatory or government authority or body.

4.2 For the avoidance of doubt, the duty of confidentiality set out in clause 4.1 shall continue to apply without limit of time after the completion or termination of the provision of the Services subject to the exclusions detailed in that clause.

Intellectual Property

5.1 All copyright, trademark, patent and other intellectual property rights in all original drawings, designs, proposals, reports, recordings and other original works, discoveries or inventions made by IOM in the course of the provision of the Services or otherwise as a result of the provision of the Services shall belong to and remain vested in IOM and shall be treated as confidential by the Client in accordance with clauses 4.1 and 4.2.

5.2 IOM will grant a personal, non-exclusive, non-transferable royalty free perpetual licence in favour of the Client to use the same for the purposes specified in the Quotation subject always to the right of IOM to terminate the licence in the event that the Client fails to make payment of IOM’s fees and expenses on the due date.

IOM Personnel

6.1 During the provision of the Services, and for a period of 12 months after termination of the provision of the Services, neither the Client nor any company associated with the Client, shall offer employment to any member of staff of IOM involved in the provision of the Services nor solicit or attempt to entice away any such employee without the prior written agreement of a director of IOM.

Liability and Insurance

7.1 Other than in respect of death or personal injury caused by IOM’s negligence, IOM shall not be responsible for any loss, damage, delay, loss of market, costs or expenses of whatsoever nature or kind and howsoever sustained or occasioned, except as provided for in these Conditions.

7.2 Subject to clause 7.1, IOM shall under no circumstances whatever be liable to the Client, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss howsoever arising.

7.3 IOM’s liability shall be limited to the extent of any damage, injury or loss that is directly attributable to the failure of IOM, its employees, subcontractors and/or agents to comply with the obligations on the part of IOM as provided in these Conditions. For the avoidance of doubt, IOM shall have no liability to indemnify the Client in respect of any indirect or consequential losses or damages whatsoever and howsoever arising.

7.4 The Client acknowledges and accepts that the fees and expenses do not contain a premium sufficient to cover IOM’s risk of unlimited liability in respect of the Services and that a limitation of liability is reasonable bearing in mind the relevant circumstances, including the cost and availability or otherwise of insurance cover. Without prejudice to the remainder of this clause, IOM shall be liable to the Client for such direct losses of the Client as are attributable directly to IOM’s work limited to an aggregate amount equivalent to ten times the fees charged subject always to a maximum of £5,000,000.

7.5 IOM will maintain cover in respect of public liability and professional indemnity insurance during the course of provision of the Services and for a period of one year thereafter, provided always that such insurance is available at commercially reasonable rates. Details of the policies are available on reasonable request. In the event that IOM ceases to carry such cover as a result of it ceasing to be available at commercially reasonable rates, IOM will promptly notify the Client of that fact.

7.6 Where in the provision of the Services any employee of IOM is required to act in a representative capacity by carrying out instructions or acting on behalf of the Client, IOM shall be deemed to be acting as the Client’s agent.  The Client hereby agrees to indemnify both IOM and IOM’s  employee(s) against any claim for which IOM and IOM’s employee(s) may be liable for as a result of acting as the agent of the Client by reason of the acts or omissions of the Client.

Force Majeure

8.1 If IOM is delayed in the provision of the Services by any act or default of the Client or any other party or by any cause beyond the reasonable control of IOM, the period of completion of the Services shall be extended by a reasonable period and IOM will be entitled for payment of any additional costs reasonably incurred which are attributable to the delay.

8.2 Neither party shall be liable or deemed liable to the other party for failure or delay in meeting any obligation hereunder due to acts of God, warfare, industrial dispute (whether of its own employees or those of others), acts of terrorism, flood, fire, environmental incident, any other natural disaster, acts of Government or regulatory authority or any other cause beyond the reasonable control of the party which has a duty to perform provided that the affected party has given the non-affected party prompt written notice, with full details, following the occurrence of the cause relied upon. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations provided that if the period of delay or non-performance continues for 90 days, the non-affected party may terminate the provision of the Services by giving not less than 14 days’ written notice to the other party.

Communication

9.1 IOM frequently makes use of e-mail when communicating with clients and any other advisers or parties involved in providing the Services. The Client authorises IOM to use e-mail communication as IOM see fit in the course of providing the Services. The Client understands and acknowledges that the electronic transmission of information by e-mail on the Internet or otherwise has inherent risks and that such communications may become lost, delayed, intercepted, corrupted or be otherwise altered, rendered incomplete or fail to be delivered. IOM shall use reasonable endeavours to ensure that electronic communications that are sent are free from viruses and any other material which may cause inconvenience or harm to any other computer system and the Client undertakes to do likewise with any electronic communications they may send to IOM. However, because the electronic transmission of information cannot be guaranteed to be secure or error-free and its confidentiality may be vulnerable to access by unauthorised third parties, IOM shall have no responsibility or liability to the Client on any basis other than our bad faith or wilful default in respect of any error, omission, claim or loss arising from or in connection with the electronic communication or information to the Client (or the Client’s reliance on such information). Without prejudice to the foregoing, IOM may advise the Client from time to time of methods of authentication and validation of electronic communications which IOM may wish to use and which IOM may also require the Client to use.

9.2 All correspondence shall normally be by first class mail, facsimile or electronic mail other than correspondence dealing with termination, which shall be by recorded delivery.

Termination

10.1 Either party may terminate the provision of the Services by serving one month’s written notice on the other party.

10.2 IOM may terminate the provision of the Services, without liability, by serving written notice on the Client where:-

10.2.1 the Client fails to make any payment of an invoice on the due date; or

10.2.2 the Client is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or being an individual or partnership is declared bankrupt; or

10.2.3 a trustee, receiver, administrative receiver or similar officer is appointed in respect of the whole or any part of the business or assets of the Client.

10.3 In the event of termination under this clause 10, the Client will pay IOM for the Services performed up to and including the date of termination.

Compliance with Legislation

11.1 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption in each country where a party has its principal place of business and where such party conducts activities under this agreement in respect of “Anti-Bribery Laws” (including but not limited to the UK Bribery Act 2010).

11.2 Each party shall have and maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with Anti-Bribery Laws and will enforce them where appropriate.

11.3 During the provision of the Services, it is acknowledged that each party may disclose to the other Personal Data (including Personal Data relating to that party’s staff) (“Disclosed Data”) for the purposes of the management and administration of this agreement (including the performance of its obligations and the exercise of its rights) (the “Purpose”). The Parties agree that (i) each party is an independent Controller; and (ii) the disclosure of Disclosed Data shall be on a Controller to Controller basis.

11.4 Each party warrants and undertakes that (i) where it discloses Disclosed Data to the other party, such disclosure is fair and lawful and does not contravene any Data Protection Laws; and (ii) it shall use Disclosed Data received from the other party only for the Purpose; and (iii) it shall otherwise comply with its obligations under the Data Protection Laws.  Each party will promptly inform the other upon becoming aware of any Personal Data breach relating to any Disclosed Data received by it from the other party.

11.5 Breach of this Clause 11 shall be deemed a material breach of this agreement.

Status of These Conditions

12.1 These Conditions constitute the entire agreement and understanding between IOM and the Client and supersedes any previous arrangement, understanding or agreement between the parties relating to the provision of the Services.

12.2 No variation to these Conditions shall be binding unless agreed in writing and signed on behalf of IOM by an Authorised Person.

12.3 No rights or obligations may be assigned or delegated by either party without the prior written agreement of the other party.

12.4 No waiver by IOM of any breach of these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.5 The provisions of these Conditions are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction, then such invalidity or unenforceability shall not affect the remaining provisions of these Conditions.

12.6 These Conditions shall be governed by and construed in accordance with Scots Law. The Client agrees that the Scottish Courts shall have exclusive jurisdiction over any dispute that arises between the parties.