LANGUAGE SERVICES AGREEMENT - Capita Translation and ...€¦ · CAPITA Translation and Interpreting Limited Vendor Terms and Conditions v4.0 Page 1 of 29 LANGUAGE SERVICES AGREEMENT

Strictly Private and Confidential CAPITA Translation and Interpreting Limited Vendor Terms and Conditions v4.0

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LANGUAGE SERVICES AGREEMENT

1. Preamble

1.1 Capita Translation and Interpreting Limited (“Capita”) provides language services to a range of its clients (“Clients”).

1.2 Capita shall engage with self-employed suppliers and/or shall engage with limited companies to provide individuals(s), to assist with providing language related services to its Clients.

2. Definitions “Arbitration” means the process where original linguist and reviewer feedback is shared and revised to reach a final balanced QA score; “Agreement” means this Agreement between the parties, including any attachments and annexes hereto; “Applicable Laws” means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements or any Regulatory Body of which the Supplier Party is bound to comply; including the Bribery Act 2010, the Modern Slavery Act 2016, the Proceeds of Crime Act 2002, the Theft Act 1968 the Fraud Act 2006 and the Data Protection Laws. For non-UK based Supplier Parties, Applicable Laws shall mean the equivalent legislation to that stated in this definition in the jurisdiction and country from which the Supplier Party operates; “Capita’s Supplier Portal” means the online system upon which Supplier Party transacts with Capita; “Commencement Date” means the date on which the parties enter into this Agreement; Data Protection Laws means: (a) up to and including 24 May 2018, EC Data Protection Directive 95/46/EC and the United Kingdom Data Protection Act 1998; (b) on and from 25 May 2018, the Data Protection Legislation as defined in Attachment 2 (GDPR); and (c) all laws and regulations and sector recommendations containing rules for the protection of individuals with regard to the Processing of Personal Data, including without limitation security requirements for, and the free movement of, Personal Data; “Fee” means the fee agreed between the parties in respect of a Task as will be set out within the relevant New Task Notification E-mail; “Individual(s)” means the individual providing the Services who, in the case of a Limited Company, are being made available to Capita by the Limited Company who provide language / localisation related services; “Limited Company” means the company entering into this Agreement with Capita; “Original Works” means, in the event of a translation or a transcription, the documents, files, materials and works provided by Capita for the purposes of carrying out the Task; “Output Works” means the result of all localisation related services of Original Works and Services including but not limited to translation, Desktop Publication (DTP), interpreting, proof reading and Search Engine Optimisation (SEO) which are required to be undertaken by Supplier Party on behalf of Capita under this Agreement; “Prohibited Act” means any of the following acts: (a) offering giving or agreeing to give to any servant of the Crown any gift or consideration of any kind as an inducement or reward: (i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any contract with the Crown; or

(ii) for showing or not showing favour or disfavour to any person in relation to this Agreement or any contract with the Crown; (b) entering into this Agreement or any other contract with the Crown in connection with which commission has been paid or has been agreed to be paid by the Supplier Party or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to Capita; (c) committing any offence: (i) under the Prevention of Corruption Acts 1889-1916; (ii) under any legislation creating offences in respect of fraudulent acts, or (iii) at common law in respect of fraudulent acts in relation to this Agreement or any contract with the Crown; or (d) defrauding or attempting to defraud or conspiring to defraud the Crown; “New Task Notification E-mail” means the email sent from Capita to Supplier Party which sets out the details of the new Task and which shall be subject to the terms of this Agreement; “Records” means all records pertaining specifically to the delivery of the Services and Task(s) commissioned by Capita, including but not limited to, the costs of performing the Services and Task(s) in such form and detail as Capita may reasonably require to enable Capita to monitor the performance by the Supplier Party of its obligations under this Agreement but shall not include Original Works and Output Works; “Services” means language / localisation related services as requested and detailed by Capita from time to time in the New Task Notification E-mail, the Task and in accordance with this Agreement; “Substitute” means a substitute for the Supplier where appropriate in accordance with the terms of this Agreement; “Supplier” means a self-employed individual entering into this Agreement with Capita; “Supplier Party” means the freelance Supplier or the Limited Company which has entered into this Agreement with Capita; “Task” means each individual language / localisation related task which has been offered to and accepted by the Supplier Party; “Term” means the duration of this Agreement as detailed in clause 4 and further provided by the terms herein; "Termination Date" means the date of the termination of this Agreement howsoever arising;

2.1 The headings in this Agreement are inserted for convenience only and shall not affect its construction. 2.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 2.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender. 2.4 Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular. 2.5 This Agreement may be issued to a self-employed supplier or a language services company which may from time to time supply Individual(s). Any reference to “Limited Company” or “Individual(s)” should be ignored if this Agreement is being entered into by a self-employed Supplier only and references to “Substitute” should be ignored where the Agreement is entered into by a Limited Company. 2.6 For the avoidance of doubt, if this Agreement is being entered into by a Limited Company, by entering into this Agreement the Limited Company procures that it shall require the Individual(s) to also comply with the terms of this Agreement as if s/he is a party to the Agreement and act in a manner which is consistent with the terms of this Agreement.


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2.7 "Including", "included", "include", "such as", "comprising", "comprise" and the like shall be deemed to be completed by the expression "but not limited to". Attachments: Attachment 1 - Ethical Behaviour Attachment 2 - GDPR and annex Attachment 3 - The Data Protection Standard Contractual Clauses and annexes 3. Language Services 3.1 Capita shall engage the Supplier Party on a non-exclusive and self-employed basis, on the terms of this Agreement. Where appropriate the Supplier Party shall make available to Capita the Individual(s) or where appropriate a Substitute to provide the Services under this Agreement. 3.2 Capita is under no obligation to offer a Task to the Supplier Party and neither is the Supplier Party obliged to accept a Task which has been offered to the Supplier Party. For the avoidance of doubt, the Supplier Party may decline to accept a Task offered to the Supplier Party. 3.3 When a new client request for Services is received and the Supplier Party’s profile is matched to the requirements of the request, a New Task Notification E-mail will be issued to the Supplier Party. 3.4 Once a Task has been completed as agreed between the parties, Capita is not obliged to offer the Supplier Party another Task, nor if offered is the Supplier Party obliged to accept another Task offered, neither is a Supplier Party obliged to offer their language services for another Task. 3.5 In the event that the Supplier Party (or where appropriate an Individual(s)/Substitute) undertakes any activity which has not been detailed in a New Task Notification E-mail in accordance with this Clause 3, Capita shall have no obligation, in respect of any payment or otherwise, to the Supplier Party or any other third party. Furthermore, the Supplier Party (or where appropriate an Individual(s)/Substitute) shall have no rights under this Agreement in respect of any such activity which is not detailed by Capita in accordance with this Agreement. 3.6 Nothing in this Agreement shall prevent the Supplier Party, or the Individual(s)/Substitute if applicable, from being employed, engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term of this Agreement provided that such activity does not cause a breach of any of the Supplier Party’s obligations under this Agreement, or could be reasonably deemed by Capita to create a conflict of interest. 4. Duration Without prejudice to the remainder of this Agreement and any notice provisions which may be set out in the New Task Notification E-mail (or equivalent), this Agreement shall be deemed to have commenced on the Commencement Date and shall continue unless and until such time that either party terminates this Agreement as provided herein. 5. Supplier Party’s Obligations 5.1 During the Term the Supplier Party shall, and where appropriate the Limited Company shall, procure that the Individual(s) shall: (a) provide the Services to Capita in accordance with the

terms of this Agreement; (b) devote such time, attention and abilities as may be

necessary for the proper performance of the duties under this Agreement;

(c) make use of his/her/its own equipment and materials to include; translation tools, communication and I.T. devices, anti-virus, back-up and file deletion systems to carry out the Services/Task. Capita shall not provide any equipment nor shall it be liable to bear the cost of any such equipment;

(d) discharge all obligations under this Agreement in a timely, prompt and diligent manner and with all reasonable due care, skill and diligence in accordance with good industry practice (including taking into account any Capita policies or Capita standards in place from time to time). For the purposes of this Agreement this shall mean the exercise of a degree of

skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced supplier seeking in good faith to comply with its contractual obligations (including any Task specific obligations as may be set out in the New Task Notification E-mail issued by Capita), complying with all Applicable Laws and relevant laws and legislation in force from time to time. A failure to do so will be classed as a material breach of this Agreement;

(e) ensure he/she/it has full capacity, capability and authority including but not limited to all necessary licences, qualifications, consents, security clearance checks (and, where applicable, any visa requirements) and any further requirements as Capita may request from time to time and to perform the duties under this Agreement or to inform Capita immediately if the Supplier Party/ Individual(s) fails to or is likely to be unable to comply with this sub clause 5.1 (e);

(f) confirm that the Supplier Party/Individual(s) where appropriate is not party to any agreement or arrangement which may prevent or hinder the proper performance and discharge of the obligations under this Agreement; and

(g) cooperate with Capita in all matters relating to each Task and promptly give to Capita all such information and reports as Capita or its Client(s) may reasonably require in connection with the provision of the Services.

5.2 Subject to clause 5.3 below, if the Supplier Party or where applicable the Individual(s) made available by the Limited Company is unable to provide the Services and/or complete a Task allocated to the Supplier Party for any reason including but not limited to where any of the circumstances listed in clauses 5.6 – 5.8 have arisen, the Supplier Party shall immediately notify Capita of this and inform Capita of the circumstances as soon as possible. No Fees will be paid for any period in which the Services are not provided. Capita shall have no liability to pay any Fees for a Task that has not been completed either in full or on time but may, at its sole discretion, make a partial payment taking into account the Services already delivered. In any event the Supplier Party shall remain liable to Capita in accordance with clause 11.3. 5.3 Where the Supplier Party is unable to provide Services the provisions of this clause 5.3 shall apply: (a) with respect to a Limited Company, the Limited Company shall immediately return all Original Works and if partly completed return all partly completed Output Works; or (b) with respect to a Supplier, the Supplier may propose a Substitute. Supplier Party shall ensure that the proposed Substitute is an approved supplier of language services with Capita or is willing to register with Capita, complete Capita’s vetting processes and sign up to this Agreement. Capita is not obliged to accept the proposed Substitute and for the avoidance of doubt, a Substitute should not be used without the express permission of Capita. If the Supplier is unable to propose a Substitute in accordance with the requirements of this clause 5.3 (b) then the Supplier shall immediately return all Original Works and if partly completed return all partly completed Output Works. 5.4 During the term of a Task and until such time as a Task is completed, the Supplier Party undertakes that it shall (or in the case of a Limited Company it shall also procure that the Individual(s) shall): (a) use reasonable endeavours to protect the interests of Capita; (b) attend conference calls, prepare and submit any reports or supply any information relating to the Services as may be reasonably required by Capita from time to time; (c) comply with those policies and procedures of Capita (and where appropriate of any Client) relevant to the completion of any Task. 5.5 Without prejudice to Capita’s other rights and remedies set out in this Agreement, the Supplier Party shall: (a) promptly rectify at its own expense any defects in the Services, provided that such defects are made known to the Supplier Party as soon as reasonably practicable; (b) promptly inform Capita of any errors or omissions in the Supplier Party’s or if appropriate the Individual(s)’s provision of the


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Services and the Supplier Party shall take steps to ensure that the error or omission is rectified and not repeated; (c) not accept a Project which would or might result in the creation of a conflict of interest in respect of the provision of the Services or the business affairs of Capita/the Supplier Party (or where appropriate the Individual(s)'s) ability to undertake the Task. In the event that the Supplier Party/Individual(s) becomes aware of a potential conflict of interest, the Supplier Party shall comply with the provisions of clause 5.2 and 5.3. 5.6 The Supplier Party shall inform Capita as soon as is reasonably practicable in the event that the Supplier Party or the Individual(s) made available by the Limited Company in the provision of the Services is convicted of a criminal offence, or is arrested on suspicion of, or accused of, or charged with any criminal offence and the provisions of clause 5.2 and 5.3 shall apply. 5.7 The Supplier Party shall promptly and in a timely manner inform Capita of any anticipated or possible non-performance or underperformance in respect of a Task or anything which may affect the Supplier Party's ability to provide the Services and the provisions of clause 5.2 and 5.3 shall apply. 5.8 Where an actual or potential extension to the duration of a Task or another job which the Supplier Party/Individual(s) may be undertaking via a source other than Capita may result in the Supplier Party being unable to complete a Task which has been allocated to the Supplier Party by Capita, the Supplier Party shall inform Capita immediately and the provisions of clause 5.2 and 5.3 shall apply. Failure to notify in accordance with this clause 5.8 will be seen as a fundamental breach of this Agreement. 5.9 (a) Where the Supplier Party is a Limited Company it confirms it has obtained relevant and suitable references; details and documentation in relation to its employees and the Individual(s) and where appropriate the Individual(s)’s CV, qualifications, accreditations, security clearance, proof of bank details, where relevant the Individual(s) right to work in the UK or the relevant territory and any other relevant documentation which may be required from time to time; (b)Where the Supplier Party is a Supplier it authorises Capita to obtain references and shall provide to Capita in a timely manner up to date details and documentation and where appropriate the Supplier’s CV, qualifications, accreditations, security clearance, proof of bank details, where relevant the Supplier’s right to work in the UK or the relevant territory and any other relevant documentation which may be requested from time to time by Capita. In any event it is the Supplier Party’s obligation to update Capita if any of the information provided changes. 5.10 Unless specifically authorised to do so by Capita in writing, the Supplier Party or where appropriate the Individual(s) shall not: - (i) have any authority to incur any expenditure in the name of or for the account of Capita; (ii) hold himself/herself/itself out as having authority to bind Capita; (iii) hold himself/herself/itself out as being an employee/ worker/agency worker or partner of Capita. 5.11 For the avoidance of doubt, the Supplier Party agrees to comply with its obligations under the Immigration Asylum and Nationality Act 2006 and/or any other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers. 5.12 Where there are any specific obligations placed upon Capita in any Client Agreement Capita shall notify Supplier Party and such additional terms will form part of this Agreement. 5.13 Upon completion and delivery to Capita of a Task the Supplier Party shall destroy all hard copies of Original Works and Output Works and any other related items immediately. The Supplier Party shall remove fully from its computers, and software all Original Works and Output Works and any other related items within 3 (three) months of delivery of the Task to Capita (or as otherwise agreed between the parties). Supplier Party shall not in

any way whatsoever and shall not under any circumstances use the Original Works, Output Works and any data relating to or arising from the Tasks for unrelated projects, work not commissioned by Capita or in the creation of machine translations or translation memories or for any other purpose whatsoever other than in relation to a Task for which Supplier Party is providing the Services. 5.14 Supplier Party shall not misuse or improperly circulate Inside Information (as defined in section 118C Financial Services and Markets Act 2000 or similar legislation elsewhere). Supplier Party acknowledges its legal and regulatory duties in relation to Inside Information and shall at all times be aware of the sanctions attaching to the misuse or improper circulation thereof. 6. Capita’s Obligations 6.1 Capita shall provide the Supplier Party with all necessary access to information reasonably required for the completion of each Task which has been allocated to the Supplier Party. 7. Fees and Benefits 7.1 Subject to the remaining provisions of this clause 7, in consideration of the provision of the Services to the reasonable satisfaction of Capita, Capita shall pay to the Supplier Party the Fee`, without prejudice to the remaining terms of this Agreement. 7.2 Subject to clause 7.3 and without prejudice to the remaining terms of this Agreement the following process will apply in relation to the payment of Fees to the Supplier Party: (a) Subject to the Supplier Party having completed a Task, Capita

will close the Task within the Capita Supplier Portal; (b) The Fees shall be accepted by the Supplier Party on Capita’s

Supplier Portal, in accordance with acceptance process detailed in the handbook provided to the Supplier Party by Capita (which may be updated from time to time) thereby generating an invoice/remittance for Capita’s acceptance; and

(c) Capita shall pay the Fee within fifty-five (55) days of the Supplier Party generating an undisputed invoice/remittance as per clause 7.2 (b).

7.3 Where an undisputed Fee or a Revised Fee (as defined in clause 7.7) due for payment has not been accepted by the Supplier Party in accordance with clause 7.2 (b) within ninety (90) days of the Task having been completed, then the Supplier Party shall not be entitled to receive any payment for the specific Task in question. 7.4 Payment of any Value Added Tax properly chargeable on such Fees or Revised Fees shall be made upon receipt of a valid Value Added Tax invoice from the Supplier Party. 7.5 Fees which are payable to the Supplier Party shall be made by Bank Transfer or PayPal to an account advised by the Supplier Party to Capita. Capita will bear no liability for any fees incurred by the Supplier Party in receiving or accessing the Fees. 7.6 For any Services the Supplier Party provides to Capita, Capita may at its discretion undertake any appropriate quality assurance or review activities. 7.7 Where quality assurance or review activities are completed by Capita prior to payment having been made by Capita and where such activity has identified material issues in respect of quality, then Capita and the Supplier Party shall act together in good faith to remedy such issues and/or shall agree any amendments to the Fees due. If Capita approves the Services (or relevant part thereof) that Supplier Party has remedied the Fee will be revised (“Revised Fee”) and the Supplier Party shall submit a Revised Fee on the Capita Supplier Portal and the process detailed in clause 7.2 shall apply to such Revised Fee and for the purposes of this clause the term Fee shall be replaced with Revised Fee. 7.8 Where any quality assurance and review activities are completed by Capita subsequent to payment having been made and where such activity has identified material issues in respect of quality, then Capita and the Supplier Party shall act together in good faith to remedy such issues and/or shall agree any reimbursement to the Fees that have already been made or Capita shall deduct the value from a fee payable for a future Task as appropriate. 7.9 Any time period within which the Task should be completed shall be specified in the new Task Notification E-mail and time


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shall be of the essence. Failure on the part of the Supplier Party to complete the Task in accordance with the specified timescales shall constitute a breach of this Agreement and the provisions of clause 5.2 and 5.3 above shall apply. 7.10 In the event that a Task is found to have been completed to a standard that is not in line with the Supplier Party’s obligations as set out in this Agreement, then the provisions of clause 5.2 and 5.3 above shall apply. 7.11 The Fees or Revised Fee rejected by Capita will be amended by Capita promptly in order to allow the Supplier Party to submit the correct Fee or Revised Fee. 7.12 In the event of a dispute between the parties, the amount in dispute shall be resolved reasonably between the parties. Any dispute instigated by the Supplier Party shall only be considered if supported by all appropriate documentary evidence requested by Capita. 7.13 Capita reserves the right to deduct from any Fees or Revised Fees (and any other sums) due to the Supplier Party any sums which the Supplier Party (or the Individual(s) where applicable) may owe to Capita from time to time and the Supplier Party agrees to such deductions being made. 7.14 Payment in full or in part of any Fees or Revised Fees shall be without prejudice to any claims or rights which Capita may have against the Supplier Party or where applicable the Individual(s) in respect of the provision of the Services. 7.15 For the avoidance of doubt the Fee or Revised Fee payable to the Supplier Party shall include any expenses incurred by the Supplier Party/the Individual(s) in the provision of the Services. 7.16 For the avoidance of doubt no payment will be made by Capita in respect of holiday, sickness, pension rights, redundancy pay or other benefits. 7.17 The Supplier Party will be solely responsible for all its (without limitation) tax liabilities, National Insurance contributions, social security contributions and any other taxes and deductions and any such liabilities which may arise as a result of engaging the Services of the Individual(s) and its employees. 7.18 The Supplier Party shall ensure, throughout the Term, that it does not have in place any arrangement involving the use of any scheme to avoid UK tax by diverting the payments or monies received pursuant this Agreement or income of a UK resident Individual(s) to a non-UK resident company, partnership or trust. Where appropriate, the Limited Company procures that it has sufficient warranties from the Individual(s) to confirm that s/he would also not be in breach of this clause. A failure to do so will be classed as a material breach of this Agreement. 7.19 The Fees are fixed per Task and are not subject to any increase unless agreed otherwise in writing by the parties. 7.20 If Capita fails to pay Supplier Party by the due date, Supplier Party may charge Capita interest on any overdue sums, accruing daily at the rate of 2% (two percent) per annum above the base rate of Barclays Bank Plc. 7.21 Where Supplier Party in any way whatsoever deviates from Capita’s instructions in relation to the Services or related processes and Capita incurs administration costs as a result of such deviation Capita reserves the right to deduct reasonable administration costs incurred by Capita from payments due to the Supplier Party. 8. Termination 8.1 Notwithstanding the remaining terms of this Agreement, Capita may terminate this Agreement for convenience by giving the Supplier Party written notice by post or email. 8.2 Capita may by notice in writing by post or email terminate this Agreement with immediate effect and without any requirement for payment in respect of any Task(s) , if the Supplier Party (or any person providing the Services hereunder on behalf of the Supplier Party, including the Individual(s)): (a) is in breach of any of the terms of this Agreement which is either not capable of remedy or in the case of a breach capable of remedy, where the Supplier Party has not remedied the breach as specified and required and within the timescales specified in writing by Capita; or

(b) in Capita’s opinion is incompetent, commits any act of gross misconduct and/or neglect or omit to perform the Services or any of its duties or obligations under this Agreement which affects/ could affect Capita, its business, or its Client(s); or (c) fails to carry out the Services or the duties reasonably and properly required of it under this Agreement or the New Task Notification E-mail, including any failure to complete a Task or commits a serious or repeated breach or non-observance of any provisions of this Agreement or refuses or neglects to comply with any reasonable or lawful request by Capita or a Client; or (d) enters into administration, liquidation, is declared bankrupt, makes any arrangement with or for the benefit of creditors or has a county court administration order against it/him/her; or (e) commits any offence under the Bribery Act 2010; or (f) commits any fraud or dishonesty or acts in any manner which in Capita's/ a Client’s opinion has/ is likely/ may bring Capita or any of its group companies or the Client into disrepute or is materially averse to the interests of Capita or any of its group companies or the Client; or (g) is at any time in breach of Clause 7.18; or Capita has good reason to believe that it/she/he/they is or will in future be in breach of Clause 7.18; or any competent authority (including, without limitation, Her Majesty's Revenue and Customs) instigates any investigation or brings any charges against the Supplier Party (including the Individual(s) supplied by the Limited Company or any nominated or suggested Substitute) in relation to the use of a scheme of the type identified in Clause 7.18; or (h) no longer has the right to work/supply services in the territory/country in which they are providing their Services and continuing to engage the Supplier Party is not permitted by the relevant legislation in force from time to time; or (i) is convicted of a criminal offence. 8.3 Capita’s rights under this clause are without prejudice to any other rights it may have under law to terminate this Agreement or to accept any breach of this Agreement on the part of the Supplier Party as having bought the Agreement to an end. Any delay by Capita in exercising its rights to terminate the Agreement shall not constitute a waiver of those rights. 8.4 The Supplier Party may by giving 30 (thirty) days’ notice in writing by post or email terminate this Agreement if Capita is in breach of any of the terms of this Agreement and which, in the case of a breach capable of remedy, is not remedied by Capita within 14 days of receipt by Capita of a notice from the Supplier Party specifying the breach and requiring its remedy. 8.5 The Supplier Party may by giving 30 (thirty) days written notice, or upon the completion of all Tasks (whichever is the later); in writing by post or email terminate this Agreement for convenience. 8.6 Termination or expiry of this Agreement shall not affect either of the party’s accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination of this Agreement, including Clauses 9, 10 and 11. 8.7 In the event of expiry or termination of this Agreement the Supplier Party shall: 8.7.1 render reasonable assistance to Capita and/ or Capita’s Clients, if requested, to the extent necessary to affect an orderly assumption by a replacement service provider of the services provided by Capita under the Client agreement. 8.7.2 if required by Capita, take all reasonable steps and co-operate fully with Capita and, if appropriate the Client and any replacement service provider so that the transfer of responsibility for the provision of the Services previously performed by the Supplier Party under this Agreement is achieved with the minimum of disruption and so as to prevent or mitigate any inconvenience to Capita or the Client. 9. Confidential Information, Data Protection and Intellectual

Property Rights 9.1. Confidentiality 9.1.1 In this Agreement “Confidential Information” shall mean any information which is marked as confidential, or is by its


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nature clearly confidential including, without limitation, any information relating to that party's services, operations, plans or intentions, service information, design rights, trade secrets, market opportunities and business affairs or those of its clients and any other information relating to a Task, the Original Works, Output Works, partially completed Output Works or other material in whatever format it is stored relating to a Task and this Agreement and is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by either party (“the Disclosing Party”) to the other (“the Receiving Party”) and with respect to a Limited Company the Receiving Party shall include the Individual(s) and where there is an obligation on the Limited Company then it shall procure that the Individual complies with such obligation. 9.1.2 The Receiving Party shall use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement. 9.1.3 The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information and in any event will exercise a reasonable and appropriate degree of care and protection. 9.1.4 The Receiving Party undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, agents, sub-contractors or Individual(s) but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any person or entity to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement. 9.1.5 The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement. 9.1.6 Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach. 9.1.7 The provisions of this Clause 9.1 are of indefinite duration and shall not apply to any Confidential Information: 9.1.7.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party; 9.1.7.2 which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or 9.1.7.3 has been independently developed by the Receiving Party without access to the Confidential Information; or 9.1.7.4 which is required to be used or disclosed by law. 9.1.7.5 which the Disclosing Party authorises its use or disclosure in writing; 9.2 No publicity or advertising shall be released by the Supplier Party in connection with the subject matter of this Agreement without the prior written approval of Capita. 9.3 The Supplier Party shall also comply with any specific confidentiality provisions within any agreements between Capita and the Client which shall be notified to the Supplier Party. Data Protection 9.4.1 Both parties shall comply with the provisions of the Data Protection Laws and the Freedom of Information Act 2000 and, where the Supplier Party is based outside of the European

Economic Area (“EEA”), the Supplier Party shall where applicable comply with and be bound by; (i) The Data Protection Standard Contractual Clauses pursuant to Directive 95/46/EC provided at attachment 3 and (ii) All applicable legislation in relation to data and privacy currently in force in the territory where the Supplier Party is based. 9.4.2 Where the Supplier Party is based in the EEA, it shall ensure that it complies with notification procedures under the Data Protection Laws so that it may: 9.4.2.1 receive data from and give data to appropriate parties; and 9.4.2.2 disclose information to Capita and/or the Client as required under this Agreement. 9.4.3 Where the Supplier Party or any of its sub-contractors or Individual(s) processes personal data as a data processor on behalf of Capita or the Client the Supplier Party shall, and shall procure its sub-contractors and Individual(s) to: 9.4.3.1 act only on instructions from the Client or Capita; and 9.4.3.2 comply with Capita or the Client’s instructions in relation to the processing of personal data as such instructions are given and varied from time to time by Capita or the Client; and 9.4.3.3 at all times take all appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. 9.4.4 Capita may at its discretion and from time to time serve on the Supplier Party an information notice requiring the Supplier Party, within such time and in such form as is specified in the information notice, to furnish to Capita or the Client: 9.4.4.1 such information as Capita may require relating to compliance by the Supplier Party or by its sub-contractors or Individual(s) with the Supplier Party’s obligations under this Agreement in connection with the processing of personal data, and/or 9.4.4.2 any data held by the Supplier Party or by its sub-contractors or Individual(s) to enable Capita and/or the Client to comply with its obligations under the Data Protection Laws. 9.4.5 Freedom of Information - Where Capita has engaged the Supplier Party to deliver Services to a Client that is a Public Authority under the meaning assigned under the Freedom of Information Act 2000, the Supplier Party shall provide at no additional charges reasonable support to assist with responses to Information Requests made to the Client. Where the Client makes a charge to the Information Requester for the disclosure then Capita shall request that the Client apportions such charge as is levied, between the Client, Capita and the Supplier Party in proportion to the amount of work undertaken by each party to comply with the Information Request. Capita shall request that the Client consults with Capita and in such instances and Capita shall use reasonable endeavours to consult with the Supplier Party prior to disclosure of any information relating to the Services. Where Capita considers it to be appropriate then it shall request the Client to consider the information as being exempt from disclosure on the grounds that it could damage the commercial interests of Capita and or the Supplier Party. 9.4.6 the Supplier Party shall and where appropriate the Limited Company shall procure that the Individual(s) shall at all times perform the Services in such a manner as not to cause Capita and the Client in any way to be in breach of the Data Protection Laws. 9.4.7 Supplier Party will, on termination of the Agreement or any part of the Service, and at the request of Capita either return or destroy the Personal Data (including all copies of it) immediately. 9.4.8 In order to ensure that Capita complies with the provisions of Data Protection Laws in force from time to time, the Supplier Party shall ensure that (and where appropriate the Limited Company shall procure that the Individual(s) will ensure that) all information of a personal nature which relates to Capita or any Capita group companies or any Clients (including without limitation any of its/their employees, workers, directors, volunteers suppliers, customers or service users) to which the Supplier Party has


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access is treated with the utmost confidentiality at all times and that all reasonable steps are taken to prevent the unauthorised deletion, accidental loss, deliberate loss or disclosure of such information. 9.5 The Supplier Party consents (and where appropriate the Limited Company procures that the Individual(s) consents) to Capita and its Clients holding and processing data relating to him/her/it for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Laws) relating to the Supplier Party or the Individual(s) including, as appropriate information relating to any criminal proceedings in which the Supplier Party or Individual(s) has been involved and in order to comply with legal requirements and obligations to third parties/Clients. 9.6 The Supplier Party consents (and where appropriate the Limited Company procures that the Individual(s) consents) to Capita making such information available to advisers, regulatory authorities, governmental or quasi-governmental organisations, and potential purchasers of Capita or any part of its business, to any of Capita’s Clients and its Clients group companies as required and to those who provide products or services to Capita such as third party suppliers and subcontractors processing data on Capita’s behalf. 9.7 The Supplier Party consents (and where appropriate the Limited Company procures that the Individual(s) consents) to Capita transferring data in accordance with Capita’s privacy policy which can be found on the Capita Supplier Portal as part of the supplier handbook. 9.8 The Supplier Party shall (and where appropriate the Limited Company procures that the Individual(s) shall) comply with any data protection policy which Capita may implement from time to time and any relevant obligations under the Data Protection Laws and associated codes of practice when processing personal data relating to (without limitation) any of Capita’s employees, workers, customers, clients, suppliers or agents. 9.9. The Supplier Party acknowledges that on and from 25 May 2018, the Data Protection Legislation shall come into force and the Supplier Party shall comply with and be bound by the provisions of attachment 2 GDPR. 9.10 Where the Supplier Party is based and provides Services from outside of the EEA the Supplier party shall comply with and be bound by the Data Protection Standard Contractual Clauses contained in Attachment 3. Where a Limited Company uses Individual(s) that are based and provide Services from outside of the EEA then the Limited Company shall ensure that such Individual(s) comply with and are bound by the Data Protection Standard Contractual Clauses provided at attachment 3. Acceptance and agreement to Attachment 3 Data Protection Standard Contractual Clauses by Supplier Party and by Supplier Party on behalf of the Individual(s) is deemed to have taken place upon acceptance of this Agreement. Intellectual property rights 9.11 Ownership in any copyright, design rights, trademarks, patents and other intellectual property rights (“Intellectual Property Rights”) made or acquired by or on behalf of the Supplier Party/ Individual(s) in the provision of the Services, or to which the Supplier Party/ Individual(s)/ any Substitute has had access or has or of which the Supplier Party/ Individual(s) has received knowledge in the course of or for the purpose of the provision of the Services, shall belong to and vest in Capita (or its Clients as appropriate). For the avoidance of doubt, nothing in this Agreement shall operate to transfer the ownership of any Intellectual Property Rights which vested in the Supplier Party or Capita prior to the date of this Agreement to anyone else and such Intellectual Property Rights shall continue to vest in the Supplier Party or Capita. 9.12 Where the Supplier Party/ Individual(s) acquires, by operation of law, title to Intellectual Property Rights and such acquisition is

inconsistent with the allocation of title set out in Clause 9.9, the Supplier Party shall (or shall procure to require the Individual(s)) assign to Capita on the written request of Capita (whenever made) those Intellectual Property Rights. 9.13 Nothing contained in this Agreement shall prevent either Party using for any purpose any know-how or experience including programming tools, skills and techniques gained or arising from the performance of the Services. 9.14 The Supplier Party shall indemnify Capita against all claims, demands, actions, costs and expenses (including legal costs and disbursements on a solicitor and client basis) which Capita incurs as a result of any infringement or alleged infringement of any Intellectual Property Rights in connection with the receipt by Capita, or by the Clients, of the Services. 10. Non-Solicitation 10. The parties acknowledge that the Supplier Party and where applicable any Individual(s)/Substitute may have direct access to Capita's Clients, of which Capita will wish to protect its relationship with those Clients to that extent, the parties agree that: - 10.1 Subject to clause 10.2 the Supplier Party covenants that it shall not without the prior written consent of Capita during the term of the Agreement and during the period of six (6) months following the date of expiry or termination of this Agreement (“Termination Date”) either: (a) directly or indirectly on its own behalf or on behalf of any

person approach, solicit, or (b) directly accept, or facilitate the acceptance of, or deal with the

custom of any of Capita’s Clients, with whom the Supplier Party has dealt in the six (6) months prior to the Termination Date to provide Capita’s Clients with goods and/or services of a type which in that period were either supplied by Capita or any Capita Group company, or which Capita or any Capita Group company was in the process of negotiating to supply to the Capita Client in question. 10.2 Where the Supplier Party provides services independently of Capita to a Client prior to the execution of this Agreement, clause 10.1 shall not preclude Supplier Party from offering or providing or accepting the provision of such services to the Client in question. 11. Indemnities 11.1 11.1.1 Neither party excludes or limits liability to the other party for death or personal injury caused by its negligence and fraud. 11.1.2 Supplier Party shall not exclude or limit its liability in relation to: (a) breach of clause 9 with respect to confidentiality and data protection, breach of clauses 5.14; 7.17; 7.18; 12.1; 12.2 and 13 and breach of attachment 2 (GDPR) and attachment 3 (the Data Protection Standard Contractual Clauses); (b) the indemnification requirements in clause 9.14; 11.2 12.3; 13.3 and 18.4 and attachment 2 and attachment 3. 11.2 The Supplier Party shall defend, hold harmless and fully indemnify Capita and Capita’s Client(s) against any loss, claims, costs, liabilities, damages and expenses, whether direct, indirect, economic, financial, consequential or otherwise, suffered or incurred by Capita or any Client arising from any (a) negligent act or omission, or act or omission giving rise to a breach of any Capita Client contract, of Supplier Party (or where relevant Individual(s)) in the course of the provision of the Services under this Agreement (b) wilful default, negligent, wrongful or dishonest (including fraudulent) act or omission by the Supplier Party/Individual(s) or where such wilful default, negligent, wrongful or dishonest (including fraudulent) act or omission by the Supplier Party/Individual(s) has led to any breach by the Supplier Party/Individual(s) or of any of the provisions of this Agreement. 11.3 Subject to clauses 11.1 and 11.2, in the event that the Supplier Party/Individual(s) commits a breach of this Agreement or a Task or fails to complete a Task or series of Tasks in a timely manner or to the standards required in respect of that Task or series of Tasks then the Supplier Party’s liability to Capita in respect of such breach shall be limited to the Fees paid in respect of that Task or series of Tasks plus any additional costs incurred by Capita in sourcing an alternative provider to complete the Task


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in question. If the liability is not honoured then Capita shall have the right to terminate the Agreement by giving notice in writing with immediate effect and shall no longer be liable to the Supplier Party/ Individual(s)/any Substitute or in any other way under the Agreement and shall be entitled to a reversion of all rights, return of all material and repayment of all sums paid under this Agreement with respect to the Task in question. 11.4 The Supplier Party shall maintain in force (at its own expense and with a reputable insurer) for the term of this Agreement and for one year after its termination or expiry, comprehensive and suitable policies of insurance (including but not limited to professional indemnity cover) to cover loss and damage relating to its obligations under this Agreement with a minimum limit of £500,000 (five hundred thousand pounds) for any one claim. Upon request, the Supplier Party shall provide evidence of the insurances which it is obliged to maintain under this clause 11. Supplier Party shall notify Capita immediately and provide not less than thirty (30) days’ notice of cancellation of or material change to cover. For the avoidance of doubt Capita shall not provide/maintain insurance for the Supplier Party's benefit. 12. Status 12.1 The relationship of the Supplier Party to Capita will be that of independent contractor and nothing in this Agreement shall render the Supplier Party/ the Individual(s)/any Substitute an employee, worker, agent or partner of Capita and the Supplier Party shall not hold it/himself/ herself out as such and where applicable the Limited Company shall procure that it shall not permit any Individual(s) or any Substitute to hold it/himself/ herself out as such. 12.2 For the avoidance of doubt the Supplier Party also acknowledges that the Supplier Party/Individual(s)/any Substitute is not an agency worker as defined under the Agency Workers Regulations 2010 (or any equivalent European Union or other relevant legislation) and that the Agency Workers Regulations 2010 (or any equivalent European Union or other relevant legislation) do not apply in relation to this Agreement or any Task allocated to the Supplier Party/Individual(s)/Substitute under this Agreement. 12.3 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier Party shall be fully responsible for and shall indemnify Capita for and in respect of: (a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Supplier Party shall further indemnify Capita against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Capita in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of Capita’s negligence or wilful default; (b) any liability arising from any employment-related claim or any claim based on worker status or any claim under the Agency Worker Regulations 2010 (or any equivalent European Union legislation or other relevant legislation), including reasonable costs and expenses brought by the Supplier Party/ where applicable the Individual(s) or any Substitute against Capita arising out of or in connection with the provision of the Services. 12.4 Capita may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Supplier Party. 13. Ethical Behaviour 13.1 The Supplier Party shall (and where appropriate shall procure that the Individual(s) shall): (a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Applicable Laws; (b) not engage in any activity, practice or conduct which would constitute an offence under Sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK, whether or not such activity is being conducted in the UK;

(c) not act in a manner which is inconsistent with Capita's, and where appropriate a Client's, Ethics and Anti-Bribery and Anti-Corruption Policies which may be in force from time to time; (d) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Supplier Party in connection with the performance of this Agreement; (e) ensure that all persons associated with the Supplier Party or other persons who are performing Services in connection with this Agreement comply with this clause 13; and (f) provide such supporting evidence of compliance of this Clause 13 as Capita or its Clients may reasonably request. 13.2 The Supplier Party shall notify Capita immediately upon discovering any instance where s/he/ it or the Individual(s) or any Substitute has failed to comply with the provisions of this Clause 13 or s/he/it becomes aware of another person carrying out the Services who is in breach/is likely to be in breach of the Applicable Laws. 13.3 Supplier Party shall hold harmless, indemnify and keep indemnified Capita and its successors, assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of this Clause. 13.4 A breach of this Clause 13 shall be deemed a material breach of this Agreement. 13.5 The Supplier Party warrants that in entering into this Agreement it or any Individual(s) has not committed any Prohibited Act. 13.6 If a Prohibited Act is or has been committed by the Supplier Party (or anyone employed by or acting on behalf of any of it including the Individual(s)) or any of its agents or shareholders, or Capita has reasonable grounds to believe that any such person has committed a Prohibited Act, then Capita may terminate this Agreement immediately. 13.7 Supplier Party shall comply with the provisions of Attachment 1. 14. Health and safety 14.1 The Supplier Party shall comply with the requirements of the Health and Safety at Work etc. Act 1974, the Electricity at Work Act 1989 and other relevant health and safety legislation, regulations, codes of practice and guidance notes at its premises or when visiting Capita’s or the Client’s premises. Supplier Parties operating in countries outside of the UK shall comply with the relevant Health and Safety legislation, regulations, codes of practice and guidance notes at its premises. 15. Audit 15.1 The Supplier Party shall maintain the Records throughout the term of this Agreement and for a period of six (6) years thereafter. 15.2 Compliance with clause 15.1 shall require the Supplier Party to keep (and where appropriate to procure that its permitted sub-contractors keep) books of account in accordance with industry standard accountancy practice. 15.3 Supplier Party shall provide to Capita upon request: 15.3.1 any items as Capita may reasonably require enabling Capita or the Client, where applicable, to conduct cost audits to verify that the Fees are in accordance with the terms of this Agreement; 15.3.2 any items that Capita may reasonably require to audit Supplier Party’s compliance with clause 5.1 (e); and 15.3.3 any items that Capita may reasonably require to audit Supplier Party’s compliance with the terms of this Agreement. 15.4 the Supplier Party shall grant to Capita and/or the Client at all time accompanied by Capita, if applicable, any statutory auditors of the Client and their respective agents the right of reasonable access to the Records and/or any sites used by the Supplier Party and/or any sub-contractors in the provision of the Services and shall provide all reasonable assistance at any time for the purposes of: 15.4.1 carrying out an audit of the Supplier Party’s compliance with this Agreement and Capita’s compliance with the Client


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Agreement including all activities, the calculation of Fees in accordance with the terms of this Agreement or the Client Agreement, performance, security and integrity in connection therewith; 15.4.2 the examination and certification of the Client’s accounts; and 15.4.3 any examination pursuant to Section 6(1) of the National Audit Act 1983/the Audit Commission Act 1988 of the economy, efficiency and effectiveness with which the Client has used its resources. 15.5 the Supplier Party shall be repaid any reasonable administrative expenses (excluding personnel costs) incurred in giving any such reasonable assistance pursuant to the forgoing provisions of this clause 15 to the extent that Capita receives from the Client payment for such expenses. 15.6 If there is an investigation into suspected fraudulent activity or other impropriety by the Supplier Party or any third party Capita reserves for itself and for the Client, any statutory auditors of the Client and their respective agents the right of immediate access to the Records and/or any sites referred to in clause 15.4 and the Supplier Party agrees to render all necessary assistance to the conduct of such investigation at all times, both during and after the term of this Agreement. For the avoidance of doubt, the Supplier Party shall only be repaid its reasonable administrative expenses (excluding personnel costs) incurred in giving assistance pursuant to this clause 15.6 if the result of the investigation reveals no fraudulent activity or other impropriety by the Supplier Party, its servants, agents or sub-contractors and Capita receives payment for these expenses from the Client. 15.7 For the purposes of the National Audit Act 1983 the Comptroller and Auditor General may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Supplier Party and/or any sub-contractor and may require the Supplier Party and/or any sub-contractor to produce such oral or written explanations as he considers necessary. 15.8 All Confidential Information of the Supplier Party provided to Capita (or its permitted auditors) under this clause 15 shall be protected as Confidential Information pursuant to clause 9 (Confidentiality) and Capita will use its reasonable endeavours to ensure that the same is true in relation to information provided to the Client (or its permitted auditors). 16. Dispute Resolution 16.1 If a dispute arises in relation to any aspect of this Agreement, the representatives of the Supplier Party and Capita responsible for the administration of this Agreement shall first consult and discuss in good faith in an attempt to come to an agreement in relation to the disputed matter. If the parties fail to resolve the dispute at that level within a reasonable period of time (having due regard for the nature of the dispute and the operational necessity for its resolution), the dispute shall be escalated to the respective responsible company directors within each party for resolution. 16.2 If the dispute remains unresolved between the parties after fourteen (14) days after it has been referred to the directors of the parties pursuant to clause 16.1 above, then: 16.2.1 if the parties so agree, the parties may proceed to mediation provided by the Centre for Dispute Resolution (or such other body as the parties may agree); or 16.2.2 if the parties so agree, the parties may proceed to arbitration by an arbitrator recognised by the Chartered Institute of Arbitrators; or 16.2.3 the parties may employ any other method or procedure for the resolution of disputes as may be agreed between them; and 16.2.4 if no such agreement is reached between the parties pursuant to clauses 16.2.1 to 16.2.3 above within a period of seven (7) days, both parties shall be entitled to pursue the matter in law. 16.3 The Supplier Party shall provide all reasonable assistance to Capita in resolving any dispute that may arise between Capita

and the Client which relates in any way to the performance, acts or omissions of the Supplier Party. 17. General 17.1 This Agreement shall represent the entire understanding and constitute the entire agreement between the parties in relation to its subject matter and shall supersede any previous discussions, correspondence, representations (except for fraudulent representations) or agreements between the parties with respect thereto. 17.2 Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained expressly in this Agreement and each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. 17.3 Any waiver of any breach of, or default under, any of the terms of this Agreement by Capita shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement. 17.4 If any provision or part of any provision of this Agreement is found by a court or other competent authority to be void or unenforceable, such provision or part of a provision shall be deleted from this Agreement and the remaining provisions or parts of the provision shall continue to have full force and effect. 17.5 Capita shall not be liable for the acts or omission of the Supplier Party and the Supplier Party shall not by virtue of this Agreement or otherwise be entitled to pledge the credit of Capita to sign any document, enter into any agreement, or make any promise on behalf of Capita save with the prior written consent of Capita 17.6 Nothing contained in this Agreement shall be construed or have effect as constituting a partnership or joint venture or contract of employment between Capita and the Supplier Party/the Individual(s)/any Substitute. 17.7 Without prejudice to the remaining terms of this Agreement, the Supplier Party: (a) shall not sell, assign, or otherwise transfer this Agreement or any part of this Agreement or any duties, rights or interests created under this Agreement without the prior written consent of Capita (such consent not to be unreasonably withheld or delayed). Capita may assign, or otherwise transfer any part of this Agreement without Supplier Party’s prior written consent. (b) Where Supplier Party is a Limited Company it may use the Services of Individual(s) without the consent of Capita provided that the Limited Company shall ensure that it contracts with such Individual(s) on terms equivalent to those set out in Attachment 2 (GDPR) and where such Individual(s) is/ are based and provide Services from outside of the EEA then the Limited Company shall ensure that such Individual(s) comply with and are bound by the Data Protection Standard Contractual Clauses in attachment 3 and the Supplier Party shall remain responsible for obligations which are performed by such Individuals, its permitted agents or sub-contractors and for the acts or omissions of those Individuals, agents and sub-contractors as if they were acts or omissions of the Supplier Party. (c) Where the Supplier Party is a freelance Supplier it shall not subcontract the Services, or use anyone to provide the Services without the prior written consent of Capita. Where such consent is provided such subcontractor shall agree to the terms of this Agreement and sign a copy of this Agreement with Capita. 17.8 Without prejudice to the remaining terms of this Agreement, this Agreement is not an exclusive agreement, and subject to the Supplier Party's obligations in this Agreement, nothing in this Agreement will operate to prevent the either Party from engaging in other services, employment or otherwise for or from another person, firm, company, business or partnership. 17.9 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed and construed in all respects in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.


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17.10 No variation of this Agreement shall be valid unless it is in writing and signed by, or on behalf of, each of the parties. 18. Modern Slavery Act 18.1 The Supplier Party shall perform its obligations under this Agreement in compliance with (and shall ensure that its sub-contractors and Individuals comply with): 18.1.1 the Modern Slavery Act 2015 (or applicable legislation in relation to slavery currently in force in the territory where the Supplier Party is based); and 18.1.2 the Capita Prevention of Modern Slavery Policy (as amended from time to time) and available upon request. 18.2 The Supplier Party undertakes, warrants and represents that it shall implement appropriate due diligence procedures for its own suppliers, sub-contractors, Individuals and other participants in its supply chains to ensure that there is no slavery or human trafficking in its supply chains. 18.3 The Supplier Party agrees to notify Capita and confirm the same promptly in writing immediately upon discovering any

breach or potential breach of this Clause 18 or any actual or suspected slavery or human trafficking in its supply chains. 18.4 The Supplier Party shall hold harmless, indemnify and keep indemnified Capita against all losses, liabilities, costs (including legal fees), expenses and damages which Capita suffers or incurs in connection with any breach by the Supplier Party of this Clause 18. 18.5 Capita may terminate this Agreement immediately upon written notice to the Supplier Party in the event that the Supplier Party commits any breach of this Clause 18. 19. Translation Tool Output Works completed outside the Capita Supplier Portal should only be completed in software where a license has been purchased and should not engage the use of free/open source machine translation engines.

THIS AGREEMENT HAS BEEN ACCEPTED ONLINE BY YOU CLICKING IN THE RELEVANT POINT TO CONFIRM YOU ACCEPT IT. THE DATE AND TIME OF ACCEPTANCE IS RECORDED IN THE CAPITA SUPPLIER PORTAL.

Strictly Private and Confidential CAPITA Translation and Interpreting Limited Vendor Terms and Conditions v4.0 Page 10 of 29

ATTACHMENT 1 Ethical Behaviour

Definitions: The following definitions shall apply to this attachment in addition to those set out in this Agreement: “Designated Person” has the meaning ascribed in the Terrorist Asset Freezing etc. Act 2010 (United Kingdom), or any equivalent term or expression under comparable legislation applicable in respect of any territory other than the United Kingdom; “Inducement” means (i) any payment, gift, consideration, benefit or advantage of any kind, which is (or is agreed to be) offered, promised, given, authorised, requested, accepted or agreed, whether directly or indirectly (through one or more intermediaries) which could act as an inducement or reward, for any form of improper conduct by any person in connection with their official, public, fiduciary, employment or business role, duties or functions; and/or (ii) anything that would amount to an offence of bribery or corruption under Applicable Law; and/or (iii) any Facilitation Payment and “Induce”, “Induced”, “Inducing” and other variants of “Inducement” shall be construed accordingly; “Public Official” means any person holding a legislative, administrative or judicial position of any kind, whether appointed or elected, including any person employed by or acting on behalf of a public agency, body or state-owned enterprise, a public international organisation (as defined in the UK Bribery Act 2010 and/or any other Applicable Law) or a political party or organisation, or a candidate for any such office; 1.1 The parties shall not, and each party shall ensure that its respective groups of companies shall not, induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any member of the Supplier Party group (to the extent engaged by the Supplier Party in providing the Services to Capita) and any member(s) of the Capita group, including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: (a) the UK Bribery Act 2010 (and/or the laws and legislation it repeals), the Proceeds of Crime Act 2002, the Theft Act 1968, the Fraud Act 2006 and the Companies Act 2006; (b) in the case of a Public Official, any Applicable Law applicable to the Public Official in his capacity as such; and (c) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it (as amended and/or added to from time to time). 1.1.2 The Supplier Party undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all members of the Supplier Party group and Supplier Party Individual(s) (including subcontractors to the extent engaged by the Supplier Party in providing the Services to Capita) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 1.1.3 The Supplier Party agrees to notify Capita and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Supplier Party Individual(s) have, failed to comply with any provisions of this Clause 1.1. 1.1.4 Each party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to the Agreement or its subject matter. 1.1.5 Each party shall hold harmless, indemnify and keep indemnified the other party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 1.1 and/or, in the case of the Supplier Party, a breach of Clause 1.1.2. This Clause 1.1.5 shall not require a party to indemnify the party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law. 1.1.6 Upon reasonable request by Capita from time to time the parties shall meet to discuss, agree and document, in accordance with clause 17.10 of this Agreement (Variations), any additions or amendments to the requirements of this Agreement that Capita considers necessary or appropriate to comply with the requirements of, and implement appropriate checks, controls, processes and procedures in relation to, the UK Bribery Act 2010 or any other Applicable Law relating to anti-bribery and corruption or anti-money laundering. 1.2 Without prejudice to the parties’ respective obligations to comply with Applicable Law, if the Supplier Party or its Individual(s) receive a request to audit or for information, data, access and/or any other requirement, from any regulatory authority as contemplated by the Agreement: 1.2.1 the Supplier Party shall promptly notify Capita in writing of such request; 1.2.2 if Capita considers that the relevant regulatory authority may be acting outside the scope of its lawful authority in making such request, Capita shall notify the Supplier Party of the same and the parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if Capita wishes the Supplier Party to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the Supplier Party shall comply with all instructions of Capita in relation to such request (subject always to the provisions of this Agreement). 1.3 Without prejudice to any other obligations of the Supplier Party with regard to its Individual(s) pursuant to the Agreement, the Supplier Party confirms that it will undertake (or procure that its subcontractors and agents undertake) reasonable checks (not less than annually and otherwise in accordance with good industry practice) to ensure in so far as reasonably possible that no Designated Person is engaged to act for or on behalf of any Supplier Party in connection with the Agreement. The parties confirm that at the Commencement Date reasonable checks constitute: 1.3.1 checking that no existing and prospective Individual(s) are listed in the “Consolidated List of Financial Sanctions Targets in the UK” issued and updated by HMRC from time to time (or any equivalent lists in applicable jurisdictions other than the United Kingdom); 1.3.2 subscribing to receive email notifications when such lists are updated (and checking that existing and prospective Individual(s) are not listed in such updates); and 1.3.3 following HMRC guidance should any Individual(s) appear to match a name on such list, and the parties acknowledge that what constitutes “reasonable checks” may change over time, which may depend on guidance issued by HMRC or any other government, department or agency. 1.4 Without prejudice to Clause 1.3, the Supplier Party warrants that it will not knowingly (having carried out the checks pursuant to Clause 1.3) directly or indirectly engage any Designated Person to act on behalf of any Supplier Party in connection with the set of Agreements. 1.5 The Supplier Party shall notify Capita immediately in the event that it suspects it has been approached by, or is dealing with, a Designated Person in connection with the Agreement, or if any circumstances arise whereby there is a risk that the warranty given in Clause 1.4 has been or may be breached. Such notification shall be accompanied by full particulars of the events giving rise to the notification and the Supplier Party shall fully co-operate with Capita in relation to any reasonable requests Capita may make arising from such notification.


ATTACHMENT 2

GDPR

In the case of any conflict the this attachment 2 shall take precedence over clauses 9.4 - 9.8

1 DATA PROTECTION

1.1 Definitions and Interpretation

DEFINITIONS

1.1.1 In this clause 1 (Data Protection), the following terms have the following meanings:

Capita(s) Client Means a Client of the Capita

Capita Personal

Data

means Personal Data (or any part of such Personal Data) which

is:

(a) transmitted by or on behalf of Capita to, or is otherwise

Processed by, Supplier Party under this Agreement (and

whether relating to Capita, a Capita Client or a third party);

or

(b) generated under this Agreement;

Controller means ‘data controller’ or ‘controller’ (as the case may be) as

defined in the Data Protection Legislation;

Data Protection

Legislation

Means the GDPR or any replacement legislation applicable in

England and Wales from time to time (whether or not as a result

of Brexit);

Data Subject has the meaning set out in the Data Protection Legislation;

Data Subject

Communication

has the meaning given in clause 1.4.2;

GDPR means Regulation (EU) 2016/679 of the European Parliament

and of the Council of 27 April 2016;

GDPR Effective

Date

means 25 May 2018 (or such other date on which the GDPR

becomes applicable in England and Wales);

Personal Data has the meaning set out in the Data Protection Legislation;

Personal Data

Breach

means an act or omission leading to the accidental or unlawful

destruction, loss, alteration, unauthorised disclosure of, or

access to, Capita Personal Data;

Processing has the meaning set out in the Data Protection Legislation and

“Process” and “Processed” shall be construed accordingly;

Processing Activities has the meaning given in clause 1.2.1(a);


Processing Audit means, at Capita’s direction and discretion, audits and

inspections affording sufficient physical and remote access to

Supplier Party’s and any Sub-Processor’s data processing

facilities, data files, staff and documentation utilised in the

Processing of Capita Personal Data to enable Capita to ascertain

and evaluate Supplier Party’s and any Sub-Processor’s

compliance with the obligations set out in clause 1 (Data

Protection) and under the Data Protection Legislation;

Processing Security

Measures

has the meaning given in clause 1.5.1;

Processor means ‘data processor’ or ‘processor’ (as the case may be) as

defined in the Data Protection Legislation;

Security

Considerations

means, in relation to the Processing Security Measures:

(a) the state of the art, the costs of implementation, the nature,

scope, context and purposes of the Processing Activities as

well as the risk of varying likelihood and severity for the

rights and freedoms of the relevant Data Subjects; and

(b) the risks that are presented by the Processing Activities, in

particular from accidental or unlawful destruction, loss,

alteration, unauthorised disclosure of, or access to, Capita

Personal Data transmitted, stored or otherwise Processed;

(c) meeting, as a minimum, the standards set by ISO IEC

27001 and ISOIEC 27002 as amended and superseded

from time to time.

Subject Access

Request

means a communication from a Data Subject requesting

confirmation as to whether or not that person’s Personal Data

are being Processed and/or to have access to such Personal

Data;

Sub-Processor has the meaning given to it in clause 1.3.3; and

Supervisory

Authority

means the UK’s Information Commissioner’s Office or

replacement authority responsible for the monitoring and

enforcement of Data Protection Legislation.

INTERPRETATION

1.1.2 From and including the GDPR Effective Date, references in this clause 1 (Data Protection) to

specific Articles or Chapters of the GDPR shall be construed as references to the equivalent

provisions in the GDPR or, if relevant, then-current Data Protection legislation.

1.2 Overview

PROCESSING ACTIVITIES AND STATUS OF CAPITA AND SUPPLIER PARTY

1.2.1 Supplier Party represents, warrants and undertakes that:


(a) It will perform Processing activities in relation to Capita Personal Data as part of the Services,

the subject-matter, duration, nature and purpose of which are described more fully in Annex 1

to this Attachment 2 (Description of the Processing of Personal Data) (the “Processing

Activities”); and

(b) In respect of such Processing Activities, the Capita Client is the Controller, Capita is a

Processor and the Supplier Party is a Sub-Processor for the purposes of this Agreement and

the Data Protection Legislation.

COMPLIANCE WITH DATA PROTECTION LEGISLATION

1.2.2 Supplier Party shall at all times comply with the provisions of the Data Protection Legislation in

connection with this Agreement and its performance of the Services (including the Processing

Activities).

1.2.3 Supplier Party represents, warrants and undertakes that:

(a) it is not and at all times will not be in breach of any laws of the country in which Capita

Personal Data will be processed which would prevent Supplier Party from processing Capita

Personal Data or would give rise to a liability for Capita or a Capita Client; and

(b) having regard to the nature of the Services (including the Processing Activities) and Capita

Client obligations as Controller and Capita obligations as Processor, it shall not, by any act or

omission, cause any breach by Capita or any Capita Client of any Data Protection Legislation.

DATA PROTECTION BY DESIGN AND DEFAULT

1.2.4 Supplier Party represents, warrants and undertakes that it has in relation to the design and

performance of the Services (including the Processing Activities), and shall in relation to any

subsequent Task:

(a) implement and maintain appropriate technical and organisational measures, such as

pseudonymisation, which are designed to implement data-protection principles, such as data

minimisation, in an effective manner and to integrate all the necessary safeguards into the

Processing Activities in order to meet the requirements of the Data Protection Legislation

and protect the rights of Data Subjects;

(b) enable Capita and Capita Client to comply with all its obligations under the Data Protection

Legislation in relation to rectification, erasure, restriction on Processing and data portability;

and

(c) Prepare and keep up to date an appropriate data protection impact assessment for example

pursuant to any assessment as to whether the Processing Activities are being performed in

accordance with such data protection impact assessment or where there is a change to the

risks associated with the Processing Activities and implement any findings to the Services as

requested by the Capita.

1.3 Supplier Party’s general processing obligations

PROCESSING OF CAPITA PERSONAL DATA


1.3.1 Supplier Party shall implement and maintain appropriate technical and organisational measures in

such a manner that the Processing Activities will meet all the requirements of the Data Protection

Legislation and ensure the protection of the rights of the relevant Data Subjects (and shall, upon

Capita’s requests, provide a comprehensive and detailed written description of the same).

1.3.2 Supplier Party shall:

(a) process the Personal Data only in accordance with Capita’s documented instructions from

time to time, including with regard to transfers of Capita Personal Data to a third country

and in any event, shall obtain, hold, use, store, modify, alter, amend, disclose or otherwise

Process Personal Data only to the extent necessary to discharge its obligations under this

Agreement and/or as specifically instructed in writing by Capita;

(b) in relation to any personnel including Individuals or persons “Supplier Personnel” authorised

to process (or who may otherwise have access to) Capita Personal Data on Supplier Party’s

behalf, ensure that such Supplier Personnel:

(i) have committed themselves to, and are bound by, appropriate obligations of

confidentiality or are under an appropriate statutory obligation of confidentiality; and

(ii) do not Process them except on instructions from Capita, unless (and only to the extent)

he or she is required to do so by Applicable Law.

(c) comply with its obligations under clause 1.5.1 (security of processing);

(d) comply with its obligations set out in clauses 1.3.3 and 1.3.4 in relation to the engagement of

Sub-Processors;

(e) taking into account the nature of the Processing Activities, assist Capita by appropriate

technical and organisational measures, for the fulfilment of Capita’s and Capita Client’s

obligation to respond to requests for exercising a Data Subject’s rights in accordance with

Chapter III (Rights of the Data Subject) of the GDPR;

(f) provide all assistance, cooperation and information requested by Capita in ensuring and

demonstrating compliance with the Data Protection Legislation, including without limitation

obligations under the following Articles of the GDPR:

(i) Article 5 (Principles relating to processing of personal data) and Article 24.1, including

without limitation in meeting Capita’s and Capita Client’s accountability obligations;

(ii) Article 12 (Transparent information, communication and modalities for the exercise of

the rights of data subject);

(iii) Article 25 (Data protection by design and by default);

(iv) Article 30 (Records of processing activities);

(v) Article 32 (Security of processing);

(vi) Article 33 (Notification of a personal data breach to the supervisory authority) and

Article 34 (Communication of a personal data breach to the data subject);

(vii) Article 35 (Data protection impact assessments); and


(viii) Article 36 (Prior consultation),

(g) at the choice and in a format reasonably acceptable to Capita, permanently, destroy delete,

or return all of the Capita Personal Data to Capita following termination or expiry of this

Agreement and delete all existing copies, part copies, extracts and summaries of such Capita

Personal Data unless (and only to the extent) Supplier Party required to retain copies in

order to and for so long as is required to comply with Applicable Law. Any such retention of

Capita Personal Data will be kept strictly in accordance with this Agreement notwithstanding

the expiry of termination of the same.

(h) in addition to those audit and information obligations set out in clause 15, make available to

Capita all information necessary to demonstrate compliance with its obligations set out in

this clause 1 (Data Protection) and allow for and contribute to Data Processing Audits,

conducted by Capita and/or Capita’s Client or another auditor mandated by Capita and/or

Capita’s Client; and

(i) immediately inform Capita in writing:

(i) if, in its opinion, an instruction or request by or on behalf of Capita infringes the Data

Protection Legislation or Union or Member State of the European Economic Area

data protection provisions;

(ii) in the event that it becomes aware of any breach or potential/threatened breach of the

Data Protection Legislation by Supplier Party or any subcontractor or Individual(s) in

connection with this Agreement; and

(iii) of any provisions in any local law or of any changes in the laws of the country in which

Capita Personal Data is processed which does or could affect Supplier Party’s ability to

perform its obligations under this clause 1 (Data Protection) or which does or may give

rise to a liability for Capita or a Capita Client.

APPOINTMENT OF SUB-PROCESSORS

1.3.3 Supplier shall not engage a subcontractor to perform any of the Processing Activities without the

prior written consent of Capita in accordance with clause 17.7.

1.3.4 Where, in accordance with clause 1.3.3, Supplier Party is permitted to engage a subcontractor or

Individual to perform any of the Processing Activities, Supplier Party shall:

(a) remain responsible for the performance of the Processing Activities notwithstanding the

appointment of a subcontractor or Individual; and

(b) ensure that such Processing Activities are performed pursuant to a written contract which

includes obligations on the subcontractor or Individual which are no less onerous than those

set out in this clause 1 (Data Protection).

(c) Inform Capita of any changes it makes to its use of subcontractors or Individuals so that

Capita can object, in its absolute discretion, to such change.

1.4 Disclosure of Capita Personal Data and Data Subject Communications

DISCLOSURE OF CAPITA PERSONAL DATA


1.4.1 Supplier shall not disclose or transfer (and shall procure that none of its employees, contractors

(including subcontractors), Individuals or agents disclose or transfer) any Capita Personal Data or

any data derived from Capita Personal Data (whether or not the same still constitutes Capita

Personal Data) to any third party (including a Data Subject) without the prior written consent of

Capita, provided that without prejudice to any other provisions of this clause 1 (Data Protection),

Supplier Party shall be entitled to disclose Capita Personal Data:

(a) to Service Personnel in accordance with clause 1.3.2(b) on a ‘need to know’ basis and only to

the extent necessary for the relevant Service Personnel to perform their duties under this

Agreement;

(b) to subcontractors or Individuals approved by Capita and appointed in accordance with clause

1.3.3 but only to the extent necessary for the relevant subcontractor or Individual to perform

the relevant sub-contracted Processing Activities; or

(c) subject to clause 1.7 (Cooperation with Supervisory Authority), to the extent necessary to

comply with an order of a Supervisory Authority or court of competent jurisdiction.

DATA SUBJECT COMMUNICATIONS

1.4.2 Without prejudice to Supplier Party’s obligations under clause 1.3.2, Supplier Party shall

immediately notify Capita if it (or a subcontractor or Individual) receives from a Data Subject:

(a) a Subject Access Request;

(b) a complaint or request relating to Capita’s or Capita Client(s) obligations under the Data

Protection Legislation; or

(c) any other communication relating directly or indirectly to the Processing of any Capita

Personal Data in connection with this Agreement,

(each a “Data Subject Communication”).

1.4.3 In relation to any Data Subject Communication (and whether received by Capita, a Capita Client or

Supplier Party), Supplier Party shall as soon as reasonably practicable and in any event within

timescales that enable Capita to comply with its obligations under the Data Protection Legislation:

(a) take any measures necessary to assist Capita in verifying the identity of a Data Subject

making the Data Subject Communication;

(b) search Supplier Party’s records and provide Capita with all information (including, where

relevant, the Capita Personal Data undergoing Processing) relevant to the Data Subject

Communication; and

(c) where directed by Capita, comply with any Subject Access Request or other request from a

Data Subject relating to rectification, erasure, restriction or cessation of processing of Capita

Personal Data relating to that Data Subject, but in each case:

(i) strictly in accordance with Capita’s instructions; and

(ii) where relevant, in compliance with the principles of data portability pursuant to Article 20

(Data portability) of the GDPR.


1.5 Security of Data Processing and Data Breach Notification

SECURITY OF PROCESSING

1.5.1 Supplier Party shall, in relation to the Services (including the Processing Activities), take all

measures required to comply with Article 32 (Security of processing) of the GDPR, including

without limitation, implementing:

(a) those security measures specified in the supplier handbook available on the Capita Supplier

Portal; and

(b) taking into account the Security Considerations, any other appropriate technical and

organisational measures necessary to ensure a level of security in respect of the Capita

Personal Data that is appropriate to the risk associated with the Processing Activities, and no

less than the following standards:

(i) the pseudonymisation and encryption of the Capita Personal Data;

(ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of

processing systems and services;

(iii) the ability to restore the availability and access to Capita Personal Data in a timely

manner in the event of a physical or technical incident;

(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical

and organisational measures for ensuring the security of the processing,

(the “Processing Security Measures”).

1.5.2 In order to ensure compliance with its obligations under clause 1.5.1, Supplier Party shall:

(a) throughout the Term, continuously monitor and evaluate the Processing Security Measures

taking into account the Security Considerations; and

(b) notify Capita in writing of any changes that Supplier Party proposes to make to the

Processing Security Measures and consult with Capita prior to implementing any such

changes,

provided that any such changes to the Processing Security Measures shall be made at no additional

cost or expense to Capita and shall be documented in accordance with Capita’s Operation Process

Change Procedure unless such changes relate to the security measures specified in the supplier

handbook available on the Capita Supplier Portal in which case, any changes shall be

communicated to the Supplier Party via the Capita Supplier Portal.

DATA BREACH NOTIFICATION

1.5.3 Without prejudice to Supplier Party’s obligations under clause 1.3.2(f), Supplier Party shall notify

Capita in writing immediately and in any event within 24 hours after having a Personal Data

Breach. Such notification shall:

(a) describe the nature of, and facts relating to, the Personal Data Breach, including where

possible the categories and approximate number of Data Subjects concerned and the

categories and approximate number of the Capita Personal Data records concerned;


(b) describe the likely consequences of the Personal Data Breach; and

(c) describe the measures taken or proposed to be taken by Supplier Party to address the

Personal Data Breach, including where appropriate measures to mitigate its possible adverse

effects.

RECTIFICATION OF PERSONAL DATA BREACHES

1.5.4 If at any time there is any disclosure of any Capita Personal Data that constitutes a Personal Data

Breach or otherwise constitutes a breach of this clause 1 (Data Protection) or clause 9.1 to 9.3 of

the Language Services Agreement , then Supplier Party shall promptly:

(a) perform a root cause analysis in respect of such disclosure and review the Processing

Security Measures and any other internal procedures and policies that it has in place to

prevent such disclosures; and

(b) following such review notify Capita of and implement any necessary changes to such

Processing Security Measures, procedures and policies in accordance with clause 1.5.2 in

order to prevent any further such breaches.

Any failure by Supplier Party to comply with the provisions of this clause 1.5.4 or any subsequent

disclosure resulting from the same or substantially similar root cause shall constitute a material

breach of this Agreement and shall allow Capita to immediately terminate this Agreement.

1.6 International Transfers

1.6.1 Supplier Party shall not transfer, transmit, route or permit the transfer, transmission or routing of,

any Capita Personal Data to any recipient or place outside the EEA (including for clarity any onward

transfer from a place outside the EEA to any other recipient or place) without:

(a) the express written consent of Capita; and

(b) complying (or procuring compliance) with any direction or requirement of Capita in respect

of such transfer [(including any conditions for transfer specified in clause 1.6.2)].

1.6.2 In accordance with clause 1.6.1, Capita hereby consents to the transfers specified in the table

below, provided that:

(a) the Processing Activities performed are limited to those specified in the column titled

‘Processing Activities to be performed’;

(b) the transfer takes place only in accordance with the conditions for transfer specified in the

column titled ‘Conditions for transfer’; and

(c) in any event, such transfers are carried out in compliance with the Data Protection

Legislation (including, without limitation, Chapter V (Transfers of personal data to third

countries or international organisations) of the GDPR.

Destination Recipient /

Sub-Processor

Processing

Activities to be

performed

Conditions for transfer

Global –

(based on

Supplier Party

and

Detailed in Annex

1 to this attachment

Supplier Party shall and shall

procure that Individuals agents


location of

Service

provision /

Supplier

Party/

Individual

Individual(s) 2 and sub-contractors shall comply

with and be bound by the

provisions of this Agreement

including but not limited to Data

Protection Laws, this attachment

2 (GDPR) and attachment 3 (the

Data Protection Standard

Contractual Clauses).

Supplier Party shall ensure that it

includes equivalent terms to those

set out in attachment 2 (GDPR)

and attachment 3 (The Data

Protection Standard Contractual

Clauses) with any persons or

Individuals or subcontractors or

agents it uses to provide the

Services.

1.7 Cooperation with Supervisory Authority

PROVISION OF ASSISTANCE AND INFORMATION

1.7.1 Without prejudice to its obligations under clause 1.3.2, Supplier Party shall provide any assistance

and information required by Capita and Capita Clients to enable either to:

(a) comply with their obligations under the Data Protection Legislation to cooperate with, or

provide assistance or information to, a Supervisory Authority;

(b) comply with any order, direction or instruction by a Supervisory Authority (whether relating

to Capita, Capita’s Client or Supplier Party) in respect of the Services (including the

Processing Activities); and/or

(c) respond to or defend any action taken against them by a Data Subject or Supervisory

Authority.

DUTY TO INFORM AND CONSULT

1.7.2 Unless and to the extent prohibited by a Supervisory Authority or not permitted by Applicable Law,

Supplier Party shall:

(a) immediately inform Capita in writing (including all reasonable details) of any approach, order

or direction made by a Supervisory Authority concerning the provision and/or receipt of the

Services (including the Processing Activities) or any other matter relating to this Agreement;

and

(b) notify and consult with Capita prior to:

(i) making any contact with (including responding to any approach, order or direction of) a

Supervisory Authority relating to the provision of and/or receipt of the Services; or

(ii) implementing any order or direction of a Supervisory Authority,


provided that where it is not lawful for Supplier Party to notify or consult with Capita prior to

such contact or response, such notification or consultation shall be provided as soon as

lawful thereafter

1.8 Indemnity

1.8.1 Supplier Party shall indemnify and keep indemnified and defend at its own expense Capita against

all costs, claims, damages, fines or expenses (including legal fees) incurred by Capita or for which

Capita may become liable arising out of any failure by Supplier Party (or its employees, contractors

(including subcontractors) Individuals, or agents) to comply with any of its obligations under this

clause 1 (Data Protection).


Annex 1

Description of the Processing of Personal Data

1. Subject Matter

CAPITA provides language services for all documentation and material translation as well as interpretation services requested by the Client

2. Nature

CAPITA will automatically, manually process and store documentation for the purpose of language services.

3. Purpose

For the purpose of providing localised versions of the documentation and material received and interpreting services.

4. Categories of Personal Data

The categories of personal data that may be handled by CAPITA include but are not limited to Clients and its affiliates: name; home address; job title; work contact details; information about their use of the Services; education/career information; national insurance number; work related data (e.g. pay, absences, holiday, performance and appraisal information, objectives, training); emergency contact information (including next of kin); birth certificates/ passports; personal contact details;

5. Sensitive Personal Data

The categories of sensitive personal data that may be handled by CAPITA include but are not limited to Clients and its affiliates: Information about religion/ faith; ethnicity; sexual orientation; dietary requirements; health details

6. Categories of Data Subjects

Subjects include: employees, contractors, retail Clients, sole traders, contacts at institutional Clients

7. Recipients of the Personal Data

Third parties who will receive the Personal Data from CAPITA in connection with the Services, are freelance suppliers of language services contracted by CAPITA.

8. Data Transfers

Where the language service requires a supplier outside of the EEA and this falls within the agreements of the contract, the language service may require transfer of data to a non-EEA country.

9. Retention

CAPITA will hold soft copies of documentation for 12 months or in line with Client specific contracts where appropriate. The system will automatically destroy data and backup storage of data supplied by the Client after the 12-month period

10. Supplier DPO

Jenny Coombs


ATTACHMENT 3 The Data Protection Standard Contractual Clauses

Where Supplier Party is based outside of the European Economic Area this Attachment 3 and its annex shall apply.

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection Supplier Party, Capita and Capita’s Client have agreed on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Annex 1 to this Attachment 3. For the purposes of this attachment 3 the Supplier Party is the Data Importer and Capita’s Client is the Data Exporter. Capita is entering into these Data Protection Standard Contractual Clauses on behalf of the Capita Client who is the Data Exporter.

Clause 1

Definitions

For the purposes of the Clauses:

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data

subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of

the European Parliament and of the Council of 24 October 1995 on the protection of individuals

with regard to the processing of personal data and on the free movement of such data;

(b) 'the data exporter' means the controller who transfers the personal data;

(c) 'the data importer' means the processor who agrees to receive from the data exporter personal

data intended for processing on his behalf after the transfer in accordance with his instructions

and the terms of the Clauses and who is not subject to a third country's system ensuring adequate

protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) 'the subprocessor' means any processor engaged by the data importer or by any other

subprocessor of the data importer who agrees to receive from the data importer or from any

other subprocessor of the data importer personal data exclusively intended for processing

activities to be carried out on behalf of the data exporter after the transfer in accordance with

his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and

freedoms of individuals and, in particular, their right to privacy with respect to the processing

of personal data applicable to a data controller in the Member State in which the data exporter

is established;

(f) 'technical and organisational security measures' means those measures aimed at protecting

personal data against accidental or unlawful destruction or accidental loss, alteration,

unauthorised disclosure or access, in particular where the processing involves the transmission of

data over a network, and against all other unlawful forms of processing.


Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in

Annex 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause

5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as

third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g),

Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has

factually disappeared or has ceased to exist in law unless any successor entity has assumed the

entire legal obligations of the data exporter by contract or by operation of law, as a result of which

it takes on the rights and obligations of the data exporter, in which case the data subject can

enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g),

Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and

the data importer have factually disappeared or ceased to exist in law or have become insolvent,

unless any successor entity has assumed the entire legal obligations of the data exporter by

contract or by operation of law as a result of which it takes on the rights and obligations of the

data exporter, in which case the data subject can enforce them against such entity. Such third-

party liability of the subprocessor shall be limited to its own processing operations under the

Clauses.

4. The parties do not object to a data subject being represented by an association or other body if

the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue

to be carried out in accordance with the relevant provisions of the applicable data protection law

(and, where applicable, has been notified to the relevant authorities of the Member State where

the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will

instruct the data importer to process the personal data transferred only on the data exporter's

behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and

organisational security measures specified in Annex 2 to this contract;


(d) that after assessment of the requirements of the applicable data protection law, the security

measures are appropriate to protect personal data against accidental or unlawful destruction or

accidental loss, alteration, unauthorised disclosure or access, in particular where the processing

involves the transmission of data over a network, and against all other unlawful forms of

processing, and that these measures ensure a level of security appropriate to the risks presented by

the processing and the nature of the data to be protected having regard to the state of the art and

the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will

be informed before, or as soon as possible after, the transfer that its data could be transmitted to

a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to

Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter

decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of

Annex 2, and a summary description of the security measures, as well as a copy of any contract

for subprocessing services which has to be made in accordance with the Clauses, unless the

Clauses or the contract contain commercial information, in which case it may remove such

commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with

Clause 11 by a subprocessor providing at least the same level of protection for the personal

data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its

instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it

agrees to inform promptly the data exporter of its inability to comply, in which case the data

exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the

instructions received from the data exporter and its obligations under the contract and that in the

event of a change in this legislation which is likely to have a substantial adverse effect on the

warranties and obligations provided by the Clauses, it will promptly notify the change to the

data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the

transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Annex 2

before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:


(i) any legally binding request for disclosure of the personal data by a law enforcement

authority unless otherwise prohibited, such as a prohibition under criminal law to

preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request,

unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing

of the personal data subject to the transfer and to abide by the advice of the supervisory

authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the

processing activities covered by the Clauses which shall be carried out by the data exporter or an

inspection body composed of independent members and in possession of the required

professional qualifications bound by a duty of confidentiality, selected by the data exporter,

where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract

for subprocessing, unless the Clauses or contract contain commercial information, in which case

it may remove such commercial information, with the exception of Annex 2 which shall be

replaced by a summary description of the security measures in those cases where the data

subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its

prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause

11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the

data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the

obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to

receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1

against the data exporter, arising out of a breach by the data importer or his subprocessor of any

of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually

disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the

data subject may issue a claim against the data importer as if it were the data exporter, unless any

successor entity has assumed the entire legal obligations of the data exporter by contract of by

operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to

avoid its own liabilities.


3. If a data subject is not able to bring a claim against the data exporter or the data importer referred

to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations

referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have

factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees

that the data subject may issue a claim against the data subprocessor with regard to its own

processing operations under the Clauses as if it were the data exporter or the data importer,

unless any successor entity has assumed the entire legal obligations of the data exporter or data

importer by contract or by operation of law, in which case the data subject can enforce its rights

against such entity. The liability of the subprocessor shall be limited to its own processing

operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights

and/or claims compensation for damages under the Clauses, the data importer will accept the

decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the

supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is

established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or

procedural rights to seek remedies in accordance with other provisions of national or

international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so

requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data

importer, and of any subprocessor, which has the same scope and is subject to the same

conditions as would apply to an audit of the data exporter under the applicable data protection

law.

3. The data importer shall promptly inform the data exporter about the existence of legislation

applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or

any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to

take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the England and Wales.


Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses

on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of

the data exporter under the Clauses without the prior written consent of the data exporter.

Where the data importer subcontracts its obligations under the Clauses, with the consent of the

data exporter, it shall do so only by way of a written agreement with the subprocessor which

imposes the same obligations on the subprocessor as are imposed on the data importer under

the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such

written agreement the data importer shall remain fully liable to the data exporter for the

performance of the subprocessor's obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide

for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is

not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the

data exporter or the data importer because they have factually disappeared or have ceased to

exist in law or have become insolvent and no successor entity has assumed the entire legal

obligations of the data exporter or data importer by contract or by operation of law. Such third-

party liability of the subprocessor shall be limited to its own processing operations under the

Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in

paragraph 1 shall be governed by the law of the England and Wales

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and

notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year.

The list shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data

importer and the subprocessor shall, at the choice of the data exporter, return all the personal

data transferred and the copies thereof to the data exporter or shall destroy all the personal data

and certify to the data exporter that it has done so, unless legislation imposed upon the data

importer prevents it from returning or destroying all or part of the personal data transferred. In

that case, the data importer warrants that it will guarantee the confidentiality of the personal

data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of

the supervisory authority, it will submit its data processing facilities for an audit of the

measures referred to in paragraph 1.


ANNEX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Annex forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary

information to be contained in this Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Capita’s Client is the Data Exporter who shall provide documents for translation and which Capita shall provide

to the Data Importer for translation.

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

The Data Importer is the Supplier Party who shall receive Original Works from Capita on behalf of the Data

Exporter to create Output Works and to provide the Services under this Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Data Subjects include: employees, contractors, retail Clients, sole traders, contacts at institutional Clients

Categories of data

The personal data transferred concern the following categories of data (please specify):

The categories of personal data that may be handled by Capita include but are not limited to Clients and its

affiliates: name; home address; job title; work contact details; information about their use of the Services;

education/career information; national insurance number; work related data (e.g. pay, absences, holiday,

performance and appraisal information, objectives, training); emergency contact information (including next of

kin); birth certificates/ passports; personal contact details.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

The categories of sensitive personal data that may be handled by Capita include but are not limited to Clients and

its affiliates: Information about religion/ faith; ethnicity; sexual orientation; dietary requirements; health details.

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

Capita will automatically, manually process and store documentation for the purpose of language services


ILLUSTRATIVE INDEMNIFICATION CLAUSE

Liability

The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the

latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or

loss it has incurred.

Indemnification is contingent upon:

(a) the data exporter promptly notifying the data importer of a claim; and

(b) the data importer being given the possibility to cooperate with the data exporter in the defence and settlement

of the claim.

ANNEX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Annex forms part of the Clauses and must be completed and signed by the parties Description of the technical and organisational security measures implemented by the data importer in

accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

the information security provisions set out in Schedule 4 and Schedule 6 (Data Protection) of the Agreement. As

a minimum the pseudonymisation, which are designed to implement data-protection principles, such as data

minimisation, in an effective manner and to integrate all the necessary safeguards into the Processing Activities

in order to meet the requirements of the Data Protection Legislation and protect the rights of Data Subjects.

Documents

LANGUAGE SERVICES AGREEMENT - Capita Translation and ...€¦ · CAPITA Translation and Interpreting Limited Vendor Terms and Conditions v4.0 Page 1 of 29 LANGUAGE SERVICES AGREEMENT