Terms & Conditions for Clients - Digital Workspace Audio Visual Solutions

1.INTERPRETATION

1. 1.1.In these Conditions:
  - “Client” means the person, company or other entity named in the Contract for whom the Supplier has agreed to provide the Specified Service in accordance with these Terms;
  - “Contract” means the contract for the provision of the Specified Service consisting of the Specification and these Terms;
  - “Document” includes, in addition to a document in writing, a map, plan, design, drawing, picture, photograph or other image, or any other record of any information in any form, including electronic;
  - “Exhibitions and Displays” means any exhibition and/or display forming part of the Specified Service;
  - “Input Material” means any Document or other material, and any data or other information, provided by the Client relating to the Specified Service;
  - “Maintenance Services” means any Software maintenance and support services forming part of the Specified Service;
  - “Output Material” means any Document or other material, and any data or other information provided by the Supplier relating to the Specified Service including, without limitation, any Software;
  - “Price” means the price, exclusive of VAT, payable to the Supplier by the Client, as detailed in the Specification;
  - “Software” means any computer program together with any update or bespoke development supplied by the Supplier to the Client as part of the Specified Service;
  - “Specification” means the sheet to which these Terms are appended, giving details of the Specified Service;
  - “Specified Service” means the service to be provided by the Supplier for the Client detailed in the Specification;
  - “Supplier” means DWAV Solutions Ltd, Registered address AFM House, 6 Crofthead Road, Prestwick KA9 1HW
  - “Terms” means these terms and conditions;
  - “Work” means the provision of any Output Material and/or Specified Service in accordance with these terms.

1. 1.2.The headings in these Terms are for convenience only and shall not affect their interpretation.

1. 1.3.Words importing the singular include the plural and vice versa and words importing a particular gender include all genders.

2.SUPPLY OF THE SPECIFIED SERVICE

1. The Supplier shall provide the Specified Service to the Client subject to these Terms. Any changes or additions to the Contract must be agreed in writing by the Supplier and the Client.

1. The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within a reasonable period of time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material. The Supplier is not responsible for the inaccuracy of any material supplied by the Client or a third party which is included in the Output Material nor for any delays incurred as a result of (i) the Client’s failure to supply the necessary Documents or other material to the Supplier or obtain the licence specified in Paragraph 4.1.1 within a reasonable period of time or (ii) inaccuracy of the necessary Documents or other material. The Client shall reimburse the Supplier for any additional costs or extension of time incurred by the Supplier in connection with the Supplier’s use of the necessary Documents or other material.

1. The Client shall advise the Supplier the names of its individuals authorised to act on the Client’s behalf. All approvals relating to costs, Work or Output Material shall be given to the Supplier by such authorised personnel. The Client shall not unreasonably withhold or delay any approval requested and if the Client has not responded within seven working days of a request, approval may be deemed and the Supplier may proceed accordingly.

1. Where Output Material is submitted to the Client for approval the Client is responsible for checking the same and any further Work required after Client approval (including any correction of errors) shall be at the Client’s cost.

1. If the Client requests the Supplier to change, reject, cancel or stop any Work, the Supplier will take reasonable steps to do so subject to its obligations to third party suppliers. The Client shall reimburse to the Supplier all costs reasonably incurred by the Supplier as a result of such request, including any costs incurred to third party suppliers.

1. The Supplier may at any time without notifying the Client and without affecting the Client’s obligation to pay the Price, make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

2.7 Any Maintenance Services shall be the subject of separate terms to be provided by the Supplier

3.COMPLETION DATES, CHARGES AND INVOICES

1. Completion dates and prices quoted are estimates only based on the information available to the Supplier prior to the commencement of the Work. Upon request from the Client, the Supplier shall provide the Client with a progress report as the Work progresses and within five working days of any such request by the Client.

1. Subject to any special terms agreed, the Client shall pay to the Supplier the Price and any additional sums due under the Contract or which are agreed between the Supplier and the Client for the provision of the Specified Service.

1. All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

1. The Supplier shall invoice the Client at regular intervals as the Work progresses and upon completion of the Work, or at other times agreed with the Client.

1. 3.5.The Customer shall pay, subject to DWAV issuing an invoice, for the Equipment in three instalments as follows:

1. 1. 3.5.1. 30% of the cost set out in the order after signature of these conditions.
  2. 3.5.2. 60% of the cost set out in the order on notification by DWAV that the Equipment is ready for delivery; and
  3. 3.5.3. 10% of the cost set out in the order within 14 days of Delivery/Sign Off.

1. Save where otherwise specified on the Specification, the Price and any additional sums payable under Clause 3.2 shall be paid to the Supplier by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 (fourteen) days of the date of the Supplier’s invoice. If the Client disputes any items on an invoice in whole or in part, the Client shall immediately contact the Supplier with reasons. Notwithstanding this, the Client shall pay the undisputed part of the invoice within 14 (fourteen) days of the date of the Supplier’s invoice. The Client shall thereafter pay the disputed part of the invoice within 7 (seven) days of the date of resolution of the dispute.

1. If payment is not made on the due date, and until such payment is made in full, the Supplier shall be entitled, without limiting any other rights it may have, to:

1. 1. 3.7.1.charge interest on the outstanding amount (both before and after any judgment) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002; and/or

1. 1. 3.7.2.suspend performance of the Contract and of any other contract between the Supplier and the Client.

1. The Price is payable irrespective of whether the Specified Service results in the production of completed material or whether any use is made of Output Material or the Specified Service.

1. If the Supplier delivers to the Client a quantity of Output Material or goods of up to 5 percent more or less than the quantity detailed in the Specification the Client shall not be entitled to object to or reject such Output Material by reason of the surplus or shortfall and shall pay for such Output Material at the pro rata Contract rate.

4.RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

1. 4.1.Subject to paragraph 4.3, all intellectual property rights including but not limited to copyright and design right in:

1. 1. 4.1.1.any Input Material shall belong to the Client or any relevant third party subject to (i) the Supplier’s right to use the Input Material in the provision of the Specified Service for which the Client hereby grants to the Supplier a non-exclusive and irrevocable licence in respect of its intellectual property rights and shall procure from third parties an equivalent licence for their intellectual property rights and (ii) paragraph 4.1.2; and
  2. 4.1.2.any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purposes specified in the Specification for which the Supplier shall, upon receipt by the Supplier of the Price and any further charges and costs payable under Clause 3.2, grant to the Client a non-exclusive and irrevocable licence in respect of its intellectual property rights. If no purposes are specified in the Specification, the purposes shall be the ordinary use of the Output Material, in the Client’s ordinary course of business and not for onward sale or use in any commercial product from which the Client will receive income.

1. 4.2.Without prejudice to paragraph 4.1 above, the Supplier shall retain title to and ownership of the Output Material until it has received payment of the Price.

1. 4.3.Where the Supplier commissions any material from a third party, the intellectual property rights therein including but not limited to copyright and design right in such material shall vest in either the Supplier or the third party as agreed between the Supplier and such third party and the Client shall have no rights of ownership subject only to the right of the Client to use the material for the purposes specified in the Specification for which the Supplier shall, upon receipt by the Supplier of the Price and any further charges and costs payable under Clause 3.2, grant to the Client or procure from such third party on the Client’s behalf, a non-exclusive and irrevocable licence in respect of its or their (as the case may be) intellectual property rights. If no purposes are specified in the Specification, the purposes shall be the ordinary use of the Output Material, in the Client’s ordinary course of business and not for onward sale or use in any commercial product from which the Client will receive income.

1. 4.4.Notwithstanding Clause 4.2, the risk of damage to or loss or destruction of any Output Material delivered by the Supplier to the Client shall pass to the Client upon delivery in accordance with the delivery terms specified in the Contract and the Client shall be responsible for such Output Material from the time of delivery, notwithstanding that ownership of the Output Material has not yet passed.

1. 4.5.The Client shall not make any addition or alteration to any Output Material nor combine it with any other material or reverse engineer any Output Material except with the Supplier’s written agreement.

1. 4.6.Save where disclosure is required to be made by the Supplier in the provision of the Specified Service, any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Document or other material, data or other information which is public knowledge at the time when it is so provided by either party, and shall cease to apply if at any future time it becomes public knowledge through no fault of the other party.

1. 4.7.The Client shall obtain the licence specified in paragraph 4.1.1 prior to commencement of the Work and such licence shall be delivered to the Supplier on request.

5.WARRANTIES AND LIABILITY

1. The Supplier warrants to the Client that the Specified Service will be provided using all reasonable care and skill and, as far as reasonably practicable, in accordance with the Specification and at the intervals and within the times referred to therein. Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) originally supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the third party supplying the goods to the Supplier.

1. The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.

1. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client save for the extent that any such loss, damage, costs, expenses or other claims for compensation result from the Supplier’s own negligence, carelessness or recklessness.

1. Any claim by the Client which is based on any defect in the quality or condition of any Output Material or other goods supplied by the Supplier or the failure of such goods to correspond with the Specification shall (whether or not delivery is refused by the Client) be notified to the Supplier within fourteen days from the date of delivery, failing which within 14 days of the date upon which any such failure or defect presents itself. If delivery is not refused and/or the Client does not notify the Supplier accordingly, the Client shall not be entitled to reject the goods and the Supplier shall be under no liability in respect of such defect or failure insofar as any such defect or failure is present at the date of delivery and the Client shall be bound to pay the Price as if the Output Material or other goods had been delivered in accordance with the Contract.

1. Where any valid claim in respect of any defect in the quality or condition of Output Material or other goods or their failure to meet Specification is notified to the Supplier in accordance with paragraph 5.4, the Supplier shall be entitled to replace the goods (or such of them as are defective) free of charge or, at the Supplier’s sole discretion (the Supplier acting reasonably), refund to the Client the Price (or an appropriate proportion of the Price as agreed between the parties), but the Supplier shall have no further liability to the Client in respect of such defect or failure.

1. Except in respect of death or personal injury caused by the Supplier’s carelessness, recklessness or negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the Client: (i) by reason of any representation (unless fraudulent); (ii) under any implied warranty, condition or other term, or any duty at common law; (iii) for any loss of profit, data, revenue or business opportunity or for any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the Contract or the provision of the Specified Service or their use by the Client.

1. Without prejudice to paragraph 2.4 above, where there is any typographical or other error or omission in any Output Material or Document relating to the provision of the Specified Service the Supplier may correct such error with prior agreement from the Client. The Supplier accepts liability for the correction of any such error.

1. The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

1. Where the Specified Service includes Exhibitions and/or Displays, and the Supplier engages any contractor or third party (to construct, set up or otherwise), then, save where otherwise agreed by the Supplier in writing, the Supplier does so as agent for the Client and the Supplier is not responsible for any negligence, act or omission of any such contractor or third party, the Client’s sole remedy being against the contractor or third party and not the Supplier.

5.10 Except in respect of death or personal injury caused by the Supplier’s carelessness, recklessness or negligence, and notwithstanding any other provision of these Terms, the Supplier’s entire liability to the Client arising out of or related to the performance of the Contract shall not exceed the Price. Any exclusion or limitation of liability under the Contract shall exclude or limit such liability not only in contract but also in tort or otherwise at law.

6.TERMINATION

1. Where any service is provided for an indefinite period, either party shall be entitled to terminate the Contract at any time by giving not less than three months’ written notice to the other party.

1. The Supplier may (without limiting any other remedy) at any time terminate or suspend performance of the Contract by giving written notice to the Client if the Client commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the Client goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors, has a receiver or administrator appointed, otherwise ceases trading, or any diligence, distress, execution or other process is levied or enforced against any property of the Client.

1. If the Contract is terminated for any reason and goods or services have been delivered or supplied by the Supplier but not paid for by the Client, the price of such goods and services shall become immediately due and payable by the Client, notwithstanding any previous agreement or arrangement to the contrary. Such payment will relate only to the Work as completed as at the date of termination. The Supplier shall be entitled to apply the provisions of Clause 3.6 until payment is received in full.

7.DATA PROCESSING

Processing of Personal Data

Definitions

1. 7.1.In this clause 7: –

Controller, Data Subject, international organisation, Personal Data, Personal Data Breach, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions including process, processing, processed and processes shall be construed accordingly.

1. 1. Data Protection Laws means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
    1. the GDPR;
    2. the Data Protection Act 2018;
    3. any laws which implement any such laws;
    4. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
    5. all guidance, guidelines, codes of practice and codes of conduct issued by any relevant supervisory authority relating to such Data Protection Laws (in each case whether or not legally binding);
  2. GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;
  3. Protected Data means Personal Data received from or on behalf of the Customer, or otherwise obtained in connection with the performance of the Supplier’s obligations under this Agreement;
  4. Sub-Processor means any agent, subcontractor or other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data; and
  5. Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Laws.
2. Unless otherwise expressly stated in this Agreement:
  1. the Supplier’s obligations and the Customer’s rights and remedies under this clause 7 are cumulative with, and additional to, any other provisions of this Agreement; and
  2. this clause 7 shall prevail over any other provision of this Agreement in the event of any conflict.

Compliance with Data Protection Laws

1. The parties agree that the Client is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Supplier shall, and shall ensure its Sub-Processors and each of the Supplier Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services and shall not by any act or omission cause the Client (or any other person) to be in breach of any of the Data Protection Laws. Nothing in this Agreement relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.
2. The Supplier shall indemnify and keep indemnified the Client against:
  1. all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Supplier of its obligations under this clause 7; and
  2. all amounts paid or payable by the Client to a third party which would not have been paid or payable if the Supplier’s breach of this clause 7 had not occurred.

Instructions

1. The Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with Error! Reference source not found., this Agreement and the Customer’s written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform the Client if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.

Security

The Supplier shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Part B of Error! Reference source not found. and shall reflect the nature of the Protected Data.

Sub-processing and personnel

1. The Supplier shall:
  1. not permit any processing of Protected Data by any agent, subcontractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that Sub-Processor by the Client and only then subject to such conditions as the Client may require;
  2. ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services;
  3. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this clause 7 in respect of Protected Data that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations;
  4. remain fully liable to the Client under this Agreement for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own; and
  5. ensure that all persons authorised by the Supplier or any Sub-Processor to process Protected Data are reliable and:
    1. adequately trained on compliance with this clause 7 as applicable to the processing;
    2. informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;
      1. subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and
    3. provide relevant details and a copy of each agreement with a Sub-Processor to the Client on request.

Assistance

1. The Supplier shall (at its own cost and expense):
  1. promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Client may require in relation to the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and
  2. provide such information, co-operation and other assistance to the Client as the Client requires (taking into account the nature of processing and the information available to the Supplier) to ensure compliance with the Customer’s obligations under Data Protection Laws, including with respect to:
    1. security of processing;
    2. data protection impact assessments (as such term is defined in Data Protection Laws);

prior consultation with a supervisory authority regarding high risk processing; and any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to the Customer’s prior written authorisation) regarding any notification of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects.

1. The Supplier shall (at no cost to the Customer) record and refer all requests and communications received from Data Subjects or any supervisory authority to the Client which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and shall not respond to any without the Customer’s express written approval and strictly in accordance with the Customer’s instructions unless and to the extent required by law.

International transfers

1. The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any international organisation without the prior written consent of the Client (which may be refused or granted subject to such conditions as the Client deems necessary).

Records and audit

1. The Supplier shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Customer. Such records shall include all information necessary to demonstrate its and the Customer’s compliance with this clause 7, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as the Client may reasonably require from time to time. The Supplier shall make copies of such records available to the Client promptly (and in any event within 14 days) on request from time to time.
2. The Supplier shall (and shall ensure all Sub-Processors shall) promptly make available to the Client (at the Supplier’s cost) such information as is required to demonstrate the Supplier’s and the Customer’s compliance with their respective obligations under this clause 7 and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by the Client (or another auditor mandated by the Customer) for this purpose at the Customer’s request from time to time. The Supplier shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.

Breach

1. The Supplier shall promptly (and in any event within 24 hours):
  1. notify the Client if it (or any of its Sub-Processors or the Supplier Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data; and
  2. provide all information as the Client requires to report the circumstances referred to in clause 1.12.1 to a supervisory authority and to notify affected Data Subjects under Data Protection Laws.

Deletion/return

1. The Supplier shall (and shall ensure that each of the Sub-Processors and Supplier Personnel shall) immediately (and in any event within 3 days), at the Customer’s written request, either securely delete or securely return all the Protected Data to the Client in such form as the Client reasonably requests after the earlier of:
  1. the end of the provision of the relevant Services related to processing of such Protected Data; or
  2. once processing by the Supplier of any Protected Data is no longer required for the purpose of the Supplier’s performance of its relevant obligations under this Agreement, and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, the Supplier shall inform the Client of any such requirement).
2. This clause 7 shall survive termination or expiry of this Agreement for any reason.

Cost

1. The Supplier shall perform all its obligations under this clause 7 at no cost to the Customer.

NON SOLICITATION OF STAFF

1. The Client agrees that during the term of the Contract and for an additional period of six months after termination, the Client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the Supplier engaged in the performance of the Specified Service without the Supplier’s prior written consent.

GENERAL

1. The Contract constitutes the entire agreement between the parties and supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

1. The Supplier may assign, novate or sub-contract any or all of its rights or obligations under the Contract.

1. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices shall be served by first class recorded delivery post and will be deemed to have been received three days after the date of posting within the United Kingdom.

1. 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.

1. If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

1. The law of Scotland shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the Scottish courts in respect of all matters arising out of or connected with it.

This is the schedule referred to in the foregoing terms and conditions between the Supplier and the Client.

1. A.
  Data processing details

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

1. 1. Subject-matter of processing:

Protected Data will be processed by the Supplier in accordance with the Specification.

1. 1. Duration of the processing:

Protected Data will be processed by the Supplier for the period necessary in accordance with the Specification and the provision of the Output Material.

1. 1. Nature and purpose of the processing:

Protected Data will be processed by the Supplier in accordance with the terms of this agreement and only in connection with the Specified Services and provision of the Work.

1. B.
  Minimum technical and organisational security measures

Without prejudice to its other obligations, the Supplier shall implement and maintain at least the following technical and organisational security measures to protect the Protected Data:
1. In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, the Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.
2. Without prejudice to its other obligations, the Supplier shall [insert relevant specific security measures]

Terms and Conditions for Clients