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Terms & Conditions for inclusion on the database of suppliers

1. INTERPRETATION

1.1 In these terms and conditions:

"Agreement" means the terms and conditions as set out on this agreement;

"NSL Services" means inclusion of the Supplier Data on the Database to be searched by NSL or its sub-contractors or [Associated] BLs and other Organisations on behalf of a Client requiring Client Services.

"NSL Website" means the pages on the NSL website or any replacement website operated by NSL for the management of the Database from time to time;

"Client" means any person, firm or company who is a client or potential client of NSL or [Associated] BLs and other Organisations.

"Client Services" means one or more of the Supplier Services required by the Client.

"Contract" means the contract for the supply of NSL Services comprising the Agreement, the Supplier Data and any amendments agreed in writing between the parties hereto and an acceptance of Order by NSL;

"Database" means the database operated by NSL for the purposes of identifying an appropriate supplier of Client Services;

"Data Controller" has the same meaning as defined in the Data Protection Act 1998 and for the purpose of this Agreement refers to the Supplier;

"Data Processor", in relation to Personal Data, means any person (other than an employee of the Data Controller) who processes the data on behalf of the Data Controller;

"Data Subject" means an individual who is the subject of Personal Data;

"Order" means a request by a Supplier for NSL Services by supplying NSL with the Supplier Data;

"Personal Data" means data which relate to a living individual who can be identified-
 (a) from those data, or
 (b) from those data and other information which is in the possession of, or is likely to come into the possession of, the Data Controller,

and includes any expression of opinion about the individual and any indication of the intentions of the Data Controller or any other person in respect of the individual;

"Supplier" means the Supplier requesting NSL Services hereunder by providing the Supplier Data;

"Supplier Data" means the information to be provided by the Supplier to NSL, this information may include Personal Data;

"Supplier Services" means the services to be provided by the Supplier to the Client where the Client was referred to the Supplier pursuant to this Contract;

"in writing" includes a notification by letter, facsimile or e-mail.

1.2 The headings in this Contract are for convenience only and shall not affect its interpretation.

2. FORMATION OF CONTRACT

2.1 This Agreement is entered into on the basis that NSL will supply NSL Services in accordance with an Order save that no Contract shall exist unless and until the Supplier receives an acceptance of Order from NSL in writing.

2.2 An Order constitutes the Supplier's agreement to follow and be bound by the Agreement to the exclusion of any general conditions or other terms of the Supplier.

2.3 NSL may amend the Agreement at any time without giving notice to the Supplier. By the Supplier's continued use of the NSL Services it agrees to be bound by the most current version of the Agreement in use. The Supplier is therefore on notice to check the NSL Website periodically for any changes that have been made.

3. SUPPLY OF THE SERVICES

3.1 NSL agrees that it shall:

1. 3.1.1 process the Personal Data as provided by the Supplier in accordance with the terms of the Agreement and the Data Controller's instructions from time to time;
2. 3.1.2 take appropriate technical and organisational measures against the unauthorised or unlawful processing of the Personal Data and against the accidental loss or destruction of, or damage to, the Personal Data (including adequate back up procedures and disaster recovery systems);
3. 3.1.3 ensure that only such of it's employees who may be required by it to assist it in meeting its obligations under the Agreement shall have access to the Personal Data.  NSL shall ensure that all employees used by it to provide the Service have undergone training in the law of data protection and in the care and handling of Personal Data;
4. 3.1.4 process the Personal Data only in accordance with the laws of the United Kingdom;
5. 3.1.5 assist the Data Controller promptly with all subject access requests, which may be received from Data Subjects.  The Data Controller shall reimburse NSL for any reasonable costs, which NSL incurs in complying with this requirement to the extent that such costs are not covered by the payment of any charges under the Agreement;
6. 3.1.6 not use the Personal Data for any purposes, which may be inconsistent with those notified to the Data Subject on or before the time of collection provided that the Data Controller has previously supplied copies of all such notices to NSL;
7. 3.1.7 be permitted to disclose the Personal Data to Clients and other Suppliers and other relevant Third parties. This is at the specific request of the Data Controller. NSL will notify the Data Controller when this occurs;
8. 3.1.8 promptly carry out any request from the Data Controller requiring NSL to amend, transfer or delete all or any part of the Personal Data;
9. 3.1.9 notify the Data Controller immediately upon receiving any notice or communication from any supervisory of the Personal Data;
10. 3.1.10 if requested in writing by the Data Controller from time to time, provide to the Data Controller a copy of the Personal Data in the format and on the media reasonably specified by the Data Controller;
11. 3.1.11 if any Personal Data in the possession or control of NSL become lost, corrupted or rendered unusable for any reason, promptly restore such Personal Data using its back up and/or disaster recovery procedures at no cost to the Data Controller; and
12. 3.1.12 not transfer any Personal Data outside the European Economic Area unless authorised in writing to do so by the Data Controller.

3.2 In assisting a Client to identify an appropriate supplier of Client Services NSL shall rely upon its own information and the Supplier Data, and any references taken up by NSL from the Referee, as defined in Clause 4.4, as well as feedback from Clients.

3.3 NSL holds the Supplier Data on behalf of the Supplier but NSL may, at any time, at its absolute discretion, and without explanation, remove the Supplier from the Database at which point this Agreement shall terminate.

3.4 NSL undertakes promptly following the inclusion of the Supplier Data to the Database to notify the Supplier of the same together with a list of the Client Services to which its inclusion relates.

3.5 Inclusion on the Database does not guarantee a Supplier the receipt of work from a Client.

4. SUPPLIER OBLIGATIONS

4.1 By providing NSL with the Supplier Data the Supplier consents to NSL or [Associated] BLs and other Organisations providing a Client with such information, or other third parties as the Supplier authorises

4.2 The Supplier warrants that the Supplier Data was, when given, accurate and timely, and that it will ensure it updates such information and forthwith provide the same to NSL so that the Supplier Data will at all times remain accurate and complete. The Supplier shall in any event confirm at least every six (6) months during the period of this Contract that all information provided by it to NSL remains up to date and complete.

4.4 The Supplier undertakes prior to providing the names of referees ("the Referee") to NSL, to obtain the consent of the Referee to its inclusion in the Database and to a Client and / or NSL or [Associated] BLs and other Organisations contacting it.

4.5 The Supplier confirms that it is willing to receive by e-mail from NSL or [Associated] BLs and other Organisations from time to time communications which request information about bespoke promotions and special offers that the Supplier can provide to a Client, and highlighting current promotions being offered by other suppliers. The Supplier agrees to forward such information to NSL and consents to NSL or [Associated] BLs and other Organisations publicising any such information to a Client.

4.6 The Supplier undertakes that where the Supplier Data contains Personal Data the Data Subject has given permission for the Supplier to transfer the data to NSL for the purposes set out in this Agreement.

5. NSL OBLIGATIONS

5.1 In the course of supplying NSL Services NSL may be compiling, processing or storing confidential and or Personal Data relating to persons involved in the business of the Supplier. NSL is registered for the purposes of the Data Protection Act 1998 (or its successor legislation) to the extent required and will comply with its obligations under data protection legislation from time to time.

5.2 NSL will promptly upon receipt of any Supplier Data, including but not limited to updates, amend the Database to ensure continued compliance with Clause 4.2.

5.3 NSL undertakes to remove from the Database any information about the Supplier promptly upon receiving a request from the Supplier to do the same.

6. CHARGES

There is no fee payable in respect of the NSL Services.

7.INDEMNITY

The Supplier shall indemnify and hold harmless NSL and [Associated] BLs and other Organisations and each of its directors employees and agents from and against all claims and expenses including legal fees arising out of the inclusion of Supplier Data on the Database and any Client Services provided by the Supplier arising out of a referral made hereunder.

8. NO LIABILITY

8.1 The NSL Services are provided on an "as is" and "as and when available" basis.

8.2 NSL does not seek to limit or exclude liability for death or personal injury arising from its negligence.

8.3 Under no circumstances will NSL or any of its officers, directors, employees, affiliates, agents or any other party involved in the creation, production or maintenance of the NSL Services be liable for any direct, indirect, incidental, special or consequential damages (including but not limited to loss of profit, business, anticipated savings, goodwill, use of data or other intangible losses) that results from:-

1. 8.3.1 the use and reliance on the NSL Services or any part thereof;
2. 8.3.2 mistakes, omissions, termination of the Agreement, defects, delays in operation or any failure of performance by NSL.

8.4 NSL makes and the Supplier receives, no representations warranties or conditions, express or implied, statutory or otherwise with respect to the NSL Services.

8.5 No oral advice or written information given by NSL, its employees or agents will create a representation, a warranty or condition nor should the Supplier rely on such information or advice.

8.6 NSL is unable to ensure or guarantee the security of any information transmitted over the internet. Any information or data transmitted to or by using the NSL Website is done at the Supplier's own risk and NSL shall not be responsible or liable for any damages or injury that may result from transmitting such information.

8.7 The Supplier acknowledges that it uses the NSL Services at its own risk and NSL shall not be liable for any offensive or defamatory feedback received by it and relating to the Supplier.

9. CONTRACTS (RIGHT OF THIRD PARTIES) ACT 1999 ("THE ACT")

The parties agree that the Act shall not apply to this Contract.

10. GOVERNING LAW

These Conditions shall be governed and construed in accordance with the Laws of England. This Agreement can however be accessed from other places around the world. Although these places may have different laws from those of England, the Supplier providing the Supplier Data agrees that the laws of England, without regard to rules relating to conflict of laws, will apply to all matters relating to the Supplier's use of NSL Services. NSL and the Supplier agree to submit to the exclusive jurisdiction of the English courts.

Addendum to the Terms and Conditions for Inclusion on the Database of Suppliers (the “Agreement”)

Data Processor Agreement for the Supplier Matching System

1. Interpretation

Where the terms below have been defined within the Data Protection Act 1998 (the "Act"), the meaning is the same as in the Act. Other terms shall take their meaning from the Agreement.

This addendum set out the obligations of the Supplier and all participating Business Links (BL) acting as Data Controller and Data Processor respectively.

2. TERM

2.1 The terms of this addendum shall continue until terminated in accordance with clause 5 below.

3. OBLIGATIONS OF THE DATA CONTROLLER

3.1 The Data Controller at all times remains the data controller (as defined in the Act) of the Personal Data.
3.2 The Data Controller shall provide the Personal Data to BL together with such other information as BL may reasonably require in order for BL to provide the Services.
3.3 The Data Controller warrants and undertakes that any instructions given by the Data Controller to BL in respect of the Personal Data (including without limit, the Services) shall at all times be in accordance with the laws of the United Kingdom and that compliance with such instructions shall not put BL in breach of such laws, including, without limitation, the Act.
3.4 The parties agree that the Personal Data will be processed in accordance with the European Convention on Human Rights and the Human Rights Act 1998. Further, the parties agree and declare that the disclosure of Personal Data envisaged by the Service is proportionate, having regard to the purposes of the Project and the steps taken to maintain security and confidentiality.

4. OBLIGATIONS OF BL

4.1 In respect only of Personal Data which BL processes on behalf of the Data Controller in connection with the Services, BL shall:
4.1.1 only process the Personal Data in accordance with instructions from the Data Controller, whether set out in the Agreement or otherwise notified to BL and BL shall, immediately at the request of the Data Controller:

• stop processing all or any of Personal Data;
• correct any Personal Data;
• confirm any disclosures made in relation to Personal Data other than in accordance with the provision of the Service; and
• assist the Data Controller in responding to any enquiry by the information commissioner;

4.1.2 unless otherwise agreed in writing, only process the Personal Data to the extent and in such manner as is necessary for the provision of the Services or as is required by law or any regulatory body.
4.1.3 BL shall use and exercise reasonable care and skill in the performance of its obligations under the Agreement and shall take reasonable steps to ensure the reliability of any employees having access to the Personal Data;
4.1.4 implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
4.1.5 comply with all applicable laws and regulations in connection with its obligations under the Agreement, including, without limitation, by complying with all the provisions of the Act;
4.1.6 promptly notify the Data Controller if it receives a request from a Data Subject to have access to Personal Data or any other complaint or request relating to the Data Controller's obligations under the Act and provide full cooperation and assistance to the Data Controller in relation to any such complaint or request (including, without limitation, by allowing Data Subjects to have access to their Personal Data); and
4.1.7 permit the Data Controller or its duly authorised representatives, to inspect and audit BL's data processing activities under the Agreement and comply with all reasonable requests or directions by the Data Controller to enable the Data Controller to verify and/or procure that the BL is in full compliance with its obligations under the Agreement.

5. TERMINATION

5.1 Either party may at any time terminate the Agreement by serving 14 days' written notice on the other party.
5.2 In the event of any termination of the Agreement, BL shall:
5.2.1 subject to clause 4, immediately cease processing the Personal Data; and
5.2.2 promptly destroy all copies of the Personal Data and notify the Data Controller that it has done so, unless BL is prevented by law or any regulatory authority from destroying or returning all or part of such data, in which case BL shall keep such data confidential and shall not process it further.
5.3 Termination of the Agreement for whatever reason shall not affect the accrued rights or obligations of either party arising out of the Agreement and all provisions which are expressed to survive the Agreement (or impliedly do so) shall remain in full force and effect.

6. NO THIRD PARTY RIGHTS

6.1 A person who is not party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This clause 6 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that act.

7. GENERAL

7.1 Nothing in this addendum shall be construed as creating a partnership, joint venture or agency relationship between the parties.

8. ASSIGNMENT AND SUBCONTRACTING

8.1 BL shall not assign, subcontract or otherwise transfer its rights or obligations under the Agreement in whole or part to any third party (or purport to do so) without the prior written consent of the Data Controller.