General terms of purchase1.

Definitions – see clause 11
Where this document uses capitalised expressions (e.g. “Affiliate”, “Buyer”), those expressions
have the meanings given to them in clause 11, which is at the end of this agreement.

2.

Acceptance and entire agreement

2.1

The Seller may accept this agreement by any means, including: (a) signing and returning theOrder (either on paper or electronically (e.g. e-mail)); or (b) commencing work under thisagreement.

2.2This agreement embodies the entire understanding between the parties and supersedes all otherprior understandings and agreements, oral or in writing, between the parties with respect to thesubject of this agreement. It may be amended only by written agreement by both parties that
expressly refers to this agreement. The terms of the Seller’s quote, acknowledgement or
acceptance of order, specification or similar document do not apply. Any express terms in theOrder shall overrule these terms.

3.

Payment

3.1

The Buyer shall pay the Seller the fee as set out in the Order. In addition to the fee, the Buyer
shall pay the Seller VAT, if applicable, at the prevailing rate.

3.2

If the Order indicates that the Buyer is to pay the Seller expenses in respect of certain Services
provided, at the Buyer’s request, from locations other than the Seller’s offices or their
immediate area then, as indicated in the Order, the Buyer shall reimburse the Seller for expenses
that the Seller incurs in providing such Services either:(a)by paying the Seller a fixed sum per day in respect of each individual who provides suchservices, the value of which shall be determined in accordance with the Buyer’s standard
expense table for these purposes with which the Seller is already familiar (and which
may be one of those set out in the Expense Guidelines available athttps://www.pmi.com/legal/legal-documents (as varied or replaced from time to time));or(b)

at cost, for reasonable expenses for travel, accommodation and meals that the Seller
incurs in providing such Services, provided, in respect of each such item of expense, theSeller:Page 1 of 13(i)

incurs it in accordance with the Expense Guidelines available athttps://www.pmi.com/legal/legal-documents (as varied or replaced from time totime);(ii)

submits the receipt for it with its claim for reimbursement; andLast Updated: 10 February 2017

(iii)

incurs it, if it exceeds CHF 600, only with the Buyer’s prior approval (which it
may give via e-mail).

3.3

Each party shall, at its own expense, comply with all obligations that this agreement attributes
to it unless this agreement explicitly states that the other party is to bear the expense.

3.4

When the Seller has delivered the Goods or performed the Services (or both), the Seller shallpromptly deliver to the Buyer (at the address specified in the Order) an invoice that accurately
details the relevant Goods or Services and complies with the Buyer’s requirements forinvoicing. If the Services are to be charged on a time and materials basis and spread over a
period greater than a month, the Seller shall invoice in arrears promptly following the end ofeach month (with associated expenses if permitted as set out below).

3.5

The Buyer shall pay, by bank transfer, the Seller’s invoice within 60 days from the date theBuyer receives it (and provided it complies with the above requirements). Should the Seller fail
to comply with its obligations under this agreement, the Buyer reserves the right to suspend
payment in whole or in part.

4.

Confidentiality

4.1

A party’s confidential information (being information that a reasonable person would consider
confidential) includes information of another person that it keeps in confidence. Each party
shall, and shall procure that its Auxiliary Persons shall:

4.2

(a)

keep confidential all confidential information that it receives from (or on behalf of) theother in connection with this agreement and apply reasonable measures to keep it secure;(b)

return (or, at the disclosing party’s instruction, destroy) such confidential information at
the end of this agreement; and(c)except as permitted by clause 4.2, not disclose any of the other party’s confidential
information to any third party nor refer to its business relationship with the other for
promotional or advertising purposes without that other’s prior written consent.

Each party may disclose the other party’s confidential information:
(a)

4.3

to its Auxiliary Persons who both:(i)need to know such information for the purposes of its business (or the business of
one of its Affiliates); and(ii)

are subject to obligations of confidentiality comparable to those in this clause 4;(b)

to its Affiliates, and to its and their service providers, provided the persons within suchorganisations who are given access to such information are subject to the obligations in
subparagraphs (a)(i) and (a)(ii); and(c)as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.

Neither party shall use any other party’s confidential information for any purpose other than toperform its obligations under this agreement.

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4.4

The aforementioned obligations are enduring and are binding both prior to and after the
performance of obligations under this agreement.

5.

Limit of liability

5.1

Neither party limits liability for: death or personal injury caused by negligence; for fraud, wilful
misconduct or gross negligence; to the extent mandatory law prohibits any limit; for breach ofclause 4 (Confidentiality); for liability arising under clause 7.2 or 8.2; or for breach of clause
9.2

5.2

Each party’s liability to the other for damage to tangible property shall be limited to
USD 5,000,000 per event.

5.3

Save as provided above:
(a)

(b)

neither party shall be liable to the other under this agreement for:(i)loss of profits, business interruption, damage to goodwill or loss of anticipatedsavings; or(ii)

special, incidental, consequential, indirect or punitive damages; andthe liability of each party to the other for any claim under this agreement shall not exceed
twice the total amount of fees and expenses paid or payable during the term.

6.

General provisions

6.1

The Seller is an independent contractor. This agreement does not create a relationship ofprincipal and agent, or of partnership, or of joint venture between any of the Buyer, the Seller
and any Auxiliary Persons.

6.2

The Seller shall obtain the Buyer’s prior written approval before subcontracting. If the Seller
does subcontract:(a)

it shall do so substantially on these terms;(b)

it shall ensure that warranties it receives extend to the Buyer;(c)

if it does not receive such express warranties, it warrants such Goods or Services to thesame extent set out in clauses 7.1 and 8.1; and(d)it remains fully liable to the Buyer for any subcontracted Goods or Services.

6.3

Neither Party may (other than to an Affiliate within the same country) assign, transfer ordelegate rights or obligations under this agreement without the other’s prior written consent.

6.4

The Seller shall at its own expense maintain:(a)employer’s liability, third party liability, product liability and professional negligenceinsurance to cover its liabilities arising from this agreement with an insurance company
acceptable to the Buyer and with limits of cover acceptable to the Buyer; and(b)

all permits, licences, certifications, registrations, and insurance coverage required by law.

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On the Buyer’s request, the Seller shall provide the Buyer with copies of the relevant certificatesof insurance, permits, licences, certificates and registration documents.
6.5

If the Seller determines that it cannot deliver the Goods or perform the Services on the datespecified in this agreement owing to events beyond its reasonable control (such as: third party
industrial disputes; natural disasters having widespread and significant consequences notreasonably foreseeable, war, riot, civil commotion, malicious damage, compliance withapplicable law or regulation), it shall immediately notify the Buyer. The Buyer, without liability
to the Seller, may, at its discretion, either (a) extend the time for delivery or performance; (b)require the Seller to use best efforts to secure substitute Goods or Services; or (c) cancel thisagreement in whole or in part and source the Goods or Services from an alternative provider.

6.6

Where this agreement requires that something be done in written form, e-mail shall satisfy therequirement.

6.7

All commercial relations between the parties in connection with this agreement shall begoverned by and construed in accordance with the laws of Switzerland, without regard to its
conflicts of laws provisions. The United Nations Convention on Contracts for the International
Sale of Goods of 1 January 1988 shall not apply. Any disputes arising in connection with thisagreement shall be submitted to the jurisdiction of the ordinary courts of Lausanne, Canton ofVaud, Switzerland.

6.8

Right of review
6.8.1 Upon reasonable notice and within normal business hours, the Buyer may inspect the
Seller’s:(a)financial and accounting records relating to sums it charges the Buyer under thisagreement on an “at cost”, “pass-through”, or “cost plus” basis; and(b)compliance with the terms of clause 9.

6.8.2 The Buyer may do so only:(a)with minimum disruption to the Seller’s business; and(b)once per year unless a complaint by an individual, a regulator or a breach of
security has occurred in which case a further inspection may take place.

6.8.3 Each Party shall bear its costs of preparing for and undertaking such inspections.
7.

Provisions that apply for purchase of goods (check also whether clause 9 applies)

7.1

The Seller warrants that (a) the Goods will be free from any liens or encumbrances on title that
could affect the Seller’s right to transfer title of the Goods to the Buyer; (b) the Goods will befree from defects and shall meet all specifications, standards, procedures, methods or systems
referred to in this agreement; (c) the Goods will be free from any defects in design,
workmanship or materials; (d) the Goods will be suitable for normal commercial use; and (e)the Goods will be manufactured, packaged and labelled in accordance with this agreement andall laws and standards of the countries of manufacture, distribution, and intended use, includinglaws on labour and employment, manufacturing, transport, data protection, environment,competition and fair market practices.

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7.2

The Seller warrants that the Goods will not infringe any Intellectual Property Rights of any
third party. The Seller shall defend the Buyer and its Affiliates against any claims that the Goods
infringe any such rights, and shall indemnify them (irrespective of whether the Seller is inbreach of warranty) from any loss, damage, costs, expenses (including reasonable attorneys’fees), settlements, and judgments incurred by the Buyer or its Affiliates or anyone deriving theirright to use the Goods from the Buyer or its Affiliates arising out of, or in connection with, any
claim that the Goods infringe Intellectual Property Rights. The Buyer shall promptly notify the
Seller of any such claim.

7.3

The Seller shall suitably package the Goods and deliver them (or engage a carriage company to
do so) at the time and place specified in the Order. For any Goods that cross international
borders for delivery, the Goods shall be sent Delivered Duty Paid (DDP) (INCOTERMS 2010).
The Seller shall insure the Goods until delivery. Subject to clause 7.5, risk of loss shall passfrom the Seller to the Buyer in accordance with the applicable INCOTERM and title shall passat the same time, with the exception of deliveries from outside Switzerland, when title shallpass upon leaving the territory of the country of origin.

7.4

In the event of late delivery, the Buyer may cancel this agreement with no obligation or liability
to the Seller except as provided in clause 7.8, even if the Buyer has already received the Goods.
Alternatively, the Buyer may allow the Seller additional time to make delivery, without waiving
any right to damages against the Seller. The Buyer reserves the right to claim damages andinterest from the Seller in the event of late delivery and in the event of any failure of the Seller
to perform its obligations under this agreement that causes loss or expense to the Buyer.

7.5

The Buyer may refuse any Goods that the Seller delivers in excess of the quantity stated in thisagreement within 14 days after their delivery.

7.6

Should the Buyer receive, or pay for, the Goods, this shall not, of itself, imply that:(a)the Buyer: (i) accepts the Goods; or (ii) waives any of its rights;(b)

the Goods meet the Buyer’s specifications or requirements; or(c)the Seller has complied with its obligations under clause 7.1.

7.7

If the Goods do not comply with the warranties in clause 7.1, the Buyer may (without limiting
any of its other rights) reject the Goods in whole or in part, or require the Seller to replace orrepair some or all of the Goods. The warranties in clause 7.1 shall be valid for 24 months fromthe date the Goods are delivered, save for the warranty in clause 7.2, which shall continue
indefinitely. The Buyer is entitled to notify the Seller of a breach of the warranties at any time
during 24 months. The requirements of Articles 201 and 210 of the Swiss Code of Obligations
are replaced by the foregoing; the Seller waives its right to require the Buyer to immediately
inspect and notify Seller in accordance with those Articles.

7.8

If the Buyer cancels this agreement or rejects all or some of the Goods pursuant to these terms,
the Buyer shall have no obligation to the Seller other than to allow the Seller to collect therejected Goods at the time and place the Buyer specifies to the Seller. The Buyer may claim
from the Seller reasonable storage and insurance expenses (if it incurs any) from the time that
the Goods were received until the Seller collects the rejected Goods.

7.9

The Buyer shall have the continuing right to inspect the Seller’s production facilities. If theBuyer determines that the quality of the Goods in the course of production does not meet the

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standards set by this agreement or if the Buyer reasonably determines that the Seller will notdeliver the Goods on or before the date specified, the Buyer may cancel this agreement at any
time in whole or in part, while retaining all rights against the Seller.
7.10

To the extent that the use, distribution, resale or advertising of the Goods involves the use of
any Intellectual Property Rights of the Seller, its Auxiliary Persons, or the manufacturer of theGoods, the Seller grants the Buyer a worldwide, royalty-free, and irrevocable right for such useof such Intellectual Property Rights in the Goods, for the full term of Intellectual Property
Rights protection.

7.11

The Buyer grants the Seller the right to use the Buyer Materials for the sole purpose ofcomplying with the Seller’s obligations under this agreement. Upon termination or expiry ofthis agreement, this right shall end, and the Seller shall return the Buyer Materials to the Buyer.
The Seller shall not have any further rights to use any Intellectual Property Rights of the Buyeror any of its Affiliates.

8.

Provisions that apply for purchase of services (check also whether clause 9 applies)

8.1

Service standards(a)

The Seller shall provide the Services in a professional, workmanlike, and timely manner,using the level of skill, knowledge and judgment required, or reasonably expected, of
suppliers of comparable services. The Seller warrants that the Services conform to all
descriptions and specifications that the Seller has provided to the Buyer. The Seller shallgive the Buyer oral and written progress reports, as the Buyer may request from time totime. In the event that the Seller is providing the Services on a time and materials basis,upon completion of the Services the Seller shall submit for the Buyer’s acceptance areport specifying the number of hours worked and materials used. The Seller shall present
Work Products in a form and manner acceptable to the Buyer.

(b)

In performing the Services, the Seller shall comply with:(c)

Page 6 of 13(i)applicable law;(ii)

safe working practices (including, if the Services are to be provided at a site of theBuyer or an Affiliate, the Buyer’s “Environment, Health, Safety & Security
Guidelines
for
PMI
CH
Service
Providers”
availableathttps://www.pmi.com/legal/legal-documents (as varied or replaced from time totime)); and(iii)

any policies and codes of business conduct that the Buyer notifies the Seller.

If the Services fail to comply with the provisions of this agreement, the Buyer may(without prejudice to any other rights it may have): (i) request the Seller to perform suchcorrective or additional Services as may be necessary to remedy such failure; (ii) refuse
to accept any subsequent performance of the Services which the Seller attempts to make;(iii) terminate this agreement in whole or in part without liability to the Seller; (iv)purchase substitute services from another supplier; (v) hold the Seller accountable forany loss and additional costs incurred; and (vi) have the Seller refund all sums that the
Buyer previously paid the Seller under this agreement.

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8.2

Intellectual Property Rights(a)

The Seller warrants that all Contract Materials shall be its original work (or that of its
Auxiliary Persons). The Seller hereby (i) transfers, and shall procure that all its Auxiliary
Persons transfer, to the Buyer, free of claims, all Intellectual Property Rights in Contract
Materials from the moment of their creation; and (ii) waives, and shall procure that all
its Auxiliary Persons waive, all moral rights relating to Contract Materials. The Buyer
shall retain exclusive ownership of the Contract Materials and related Intellectual
Property Rights after termination or expiry of this agreement. The Seller shall, and shallprocure that its Auxiliary Persons shall, provide all assistance reasonably required toperfect the Buyer’s rights under this clause, including executing a certificate ofacknowledgement of the foregoing transfer and such other documents as the Buyer
reasonably requests in order to register, establish, maintain, perfect, assert or defend any
Intellectual Property Rights in the Work Product.

(b)

The law of some countries may not permit the foregoing transfer of Intellectual Property
Rights. To the extent that is the case, the Seller hereby grants to the Buyer and its
Affiliates, for the full term of Intellectual Property Rights protection, an exclusive, sublicensable, worldwide, irrevocable, assignable, royalty-free licence to use, modify andadd to the Contract Materials (and any proprietary rights or technology contained in or
relating to them), and to combine such with other Materials, in each case to the extent
necessary to allow the Buyer and its Affiliates to use, manufacture and develop the Work
Product and to be able to fully benefit from the rights granted to it under this agreement.

(c)

The Seller hereby grants to the Buyer and its Affiliates, for the full term of Intellectual
Property Rights protection, a non-exclusive, sub-licensable, worldwide, irrevocable,
assignable, royalty-free license to use, modify and add to the Seller Materials (and any
proprietary rights or technology contained in or relating to them), and to combine suchwith other Materials, in each case to the extent necessary to allow the Buyer and its
Affiliates to use, manufacture and develop the Work Product and to be able to fully
benefit from the rights granted to it under this agreement.

(d)

The Seller transfers, from the moment of delivery to the Buyer, title to all physical items
that it delivers to the Buyer under this agreement.

(e)

The Seller acknowledges that the sums payable by the Buyer under this agreement are
good, valuable and complete consideration for the vesting of ownership in the Buyer of
the Contract Materials and the Intellectual Property Rights in the them; the transfer of
title in the physical items; and the granting of the licence to the Seller Materials.

(f)

The Buyer grants the Seller the right to use the Buyer Materials for the sole purpose ofcomplying with the Seller’s obligations under this agreement. Upon termination or expiryof this agreement, this right shall end, and the Seller shall return the Buyer Materials to
the Buyer. The Seller shall not have any further rights to use any Intellectual Property
Rights of the Buyer or any of its Affiliates.

(g)

The Seller shall not disclose to the Buyer confidential information of others. The Seller
warrants that the Work Product (excluding Buyer Materials) does not infringe any
Intellectual Property Rights of any third party. The Seller shall defend the Buyer and its
Affiliates against any claims that the Work Product (excluding Buyer Materials) infringes
any such rights, and shall indemnify them (irrespective of whether the Seller is in breachof warranty) from any loss, damage, costs, expenses (including reasonable attorneys’

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fees), settlements, and judgments incurred by the Buyer or its Affiliates or anyone
deriving their right to use Work Product from the Buyer or its Affiliates arising out of,or in connection with, any claim that the Work Product infringes Intellectual Property
Rights. The Buyer shall promptly notify the Seller of any such claim.
8.3

8.4

Termination(a)

In addition to its rights under applicable law, the Buyer shall also have the right toterminate this agreement at any time by notice to the Seller for convenience with effectno less than 14 days following the notice.

(b)

Should the Buyer terminate this agreement by virtue of the above, it shall pay the Seller:(i)for terminating services to be performed on a “time and materials” basis, thenormal fees up to the effective date of termination; and(ii)

for terminating services to be performed on a “fixed price” basis, an equitable sum
to reflect the Seller’s progress in, and reasonable investment towards, achieving
the deliverables to which such fixed price services relate (but no more than therelevant fixed price fee).

Dispute resolution
Should any dispute arise in connection with this agreement, the parties shall attempt to resolve
it by following this process before submitting it for resolution in accordance with clause 6.7:(a)either party may require a meeting of senior management to resolve the dispute in
informal discussions, to take place within 7 days of either party’s request; and(b)

if such meeting is unsuccessful, either party may require the other (sending a copy of its
notice to CEDR Solve) to enter into non-binding mediation to attempt to settle the matterin accordance with the CEDR Model Mediation Procedure (available at
http://www.cedr.com/about_us/modeldocs/?id=21). Unless the parties agree between
themselves on the mediator within 14 days of the notice to start mediation, CEDR willnominate the mediator, and the mediation will start not later than 30 days after thenomination.

9.

Provisions that apply if the Seller Processes Buyer Data or accesses Buyer Information
Systems

9.1

Information security(a)Where this agreement involves either the Seller’s:(i)accessing Buyer Information Systems otherwise than using, from the Buyer’s (orAffiliate’s) premises, hardware that the Buyer provides for that purpose; or(ii)

Processing Buyer Data otherwise than directly on Buyer Information Systems,

the Seller shall, and shall ensure that its Auxiliary Persons shall, comply with the Buyer’s
information security schedule available at https://www.pmi.com/legal/legal-documents(as varied or replaced from time to time).

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(b)

9.2

Where the Seller accesses Buyer Information Systems using hardware that the Buyer
provides for that purpose when at the Buyer’s (or Affiliate’s) premises, the Seller shall,and shall ensure that its Auxiliary Persons shall, comply with the Buyer’s policies
concerning access to and security of such Buyer Information Systems.

Data protection
Seller as Data Processor of Buyer Personal Data
9.2.1

This clause 9.2.1 applies to all the Seller’s Processing of Buyer Personal Data, savewhere the Seller Processes Buyer Personal Data as a Data Controller in accordance withclause 9.2.3.
(a)

The Buyer appoints the Seller as its Data Processor of the Buyer Personal Data.

(b)

The Seller shall Process Buyer Personal Data only:

(c)

(i)

on behalf of the Buyer (and not for itself);(ii)

for the purpose of providing the Services;(iii)

so far as necessary to provide the Services; and(iv)

in accordance with the Buyer’s reasonable instructions from time to time.

Subject to clause 6.2, should the Seller appoint any subcontractors as further Data
Processors on behalf of the Seller, the Seller shall engage them on terms thatprovide equivalent protections to those set out in this clause 9.2.
Data Transfers

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The Seller may not Process, nor permit any subcontractor to Process, Buyer
Personal Data outside the Buyer’s jurisdiction (and, where the Buyer is based
within the EU, Norway, Liechtenstein, Iceland, or a country that the EU
Commission has officially recognised as providing adequate protection for
personal data (“EU Equivalent Protection Area”), the “jurisdiction” shall bedeemed to include other places within the EU Equivalent Protection Area) unlessthe Buyer gives its prior written consent to that Processing.

(e)

Where the Buyer permits any Processing outside the Buyer’s jurisdiction on thebasis of Model Clauses, the Seller shall enter into (and shall procure that any of
the Seller’s subcontractors (including the Seller’s Affiliates as appropriate) who
is to be a Data Processor under such transfer enters into) such Model Clauses as
the Buyer shall reasonably specify with any combination of the Buyer and its
Affiliates that the Buyer may specify.

(f)

The Seller shall not perform any further transfers of the Buyer Personal Dataoutside the Buyer’s jurisdiction beyond the transfer permitted in accordance withparagraphs (d) and (e) without complying with the requirements of thoseparagraphs again in respect of such further transfers, and so on.

(g)

The Seller shall keep a list of the details of all transfers of Buyer Personal Dataand shall allow the Buyer to review the list upon request.

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Seller as either Data Processor or (to the extent permitted in clause 9.2.3) Data Controller of
Buyer Personal Data
9.2.2

This clause 9.2.2 applies both to the Seller’s Processing Buyer Personal Data as a Data
Processor, and (to the extent permitted in clause 9.2.3) to its Processing Buyer Personal
Data as a Data Controller.
(a)

The Seller shall comply with applicable Data Protection Law in Processing
Buyer Personal Data.

(b)

Each Party shall reasonably cooperate with, and assist, the other in respect of
any:

(c)

(i)

threat to, or compromise of, the confidentiality, integrity or availability of
Buyer Personal Data; and(ii)

communications, requests (e.g. subject access requests, or requests tocorrect or delete), objections or any other communications received from
Data Subjects, regulatory authorities or any other person concerning Buyer
Personal Data.

The Seller shall:
(i)

(ii)



within 24 hours if it becomes aware of an event identified inparagraph (i); and

within one working day if it receives any communication of the typeset out in paragraph (ii); andnot respond directly to any communication of the type set out in paragraph(ii) without the Buyer’s permission.

(d)

The Seller shall implement and maintain appropriate (bearing in mind the natureof the data and of the Processing and the harm that may result from unauthorised
Processing, the state of technology and its related cost) technical andorganisational measures (including those referred to in clause 9.1) to keep the
Buyer Data secure and to protect it from unauthorised use or access, accidental
loss, damage, destruction, theft or disclosure.

(e)

The Seller shall disclose Buyer Personal Data only:

(f)

(i)

to its employees and permitted subcontractors; and(ii)

to the extent necessary to Process as permitted in this clause 9.2.

The Seller shall ensure that all its Seller Personnel who have access to Buyer
Personal Data:(i)

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notify the Buyer:

have undergone training in the law and practice of data protection; andLast Updated: 10 February 2017

(ii)are bound by contractual obligations that provide equivalent protections inrelation to Buyer Personal Data to those set out in this clause 9.2.

Seller as Data Controller of certain Buyer Personal Data
9.2.3

10.

The Seller may Process on its own behalf (as a Data Controller) Buyer Personal Data
that comprises contact details of personnel of the Buyer or of its Affiliates only to theextent that the Seller needs to Process such data for the purpose of:(a)exercising its legal rights; or(b)managing its commercial relationship with the Buyer and its Affiliates, provided
this shall not include marketing to individual employees of the Buyer or its
Affiliates, or of a supplier to any of them.

Buyer as Data Controller of Personal Data relating to Seller
The Buyer and its Affiliates will Process on their own behalf (each as a Data Controller) certain
Personal Data relating to the Seller and its Auxiliary Persons. For details, see the Third Party
Privacy Notice available at https://www.pmi.com/legal/legal-documents (as varied or replaced
from time to time).

11.

Definitions“Affiliate” means any entity which controls, is controlled by, or is under common control with,the relevant party; and “control” (and variants of it) means the ability, directly or indirectly, todirect the affairs of another by means of ownership, contract or otherwise.
this “agreement” means the agreement formed by the Order and these terms.
“Auxiliary Person” means any person working directly or indirectly for another (such as an
employee (or equivalent), a subcontractor, or an employee (or equivalent) of a subcontractor,of the person concerned) or an officer, representative or adviser of that person.
“Buyer” means the person identified as such (or similar, e.g. “Client”, “Customer”) on theOrder.
“Buyer Data” means data that either:(a)the Buyer, or a person acting on its behalf, provides to the Seller, or permits the Seller toaccess, in connection with this agreement; or(b)

the Seller creates in providing the Services.

“Buyer Information Systems” means information technology and communications systems,
networks, services and solutions (including all hardware, software and documentation thateither (a) form part of such systems and networks, or (b) are used in the provision of suchservices and solutions) that are either owned by the Buyer (or one of its Affiliates) or are
reserved for its (or their) operation.
“Buyer Materials” means all Materials that the Buyer delivers to the Seller in connection withthis agreement.
“Buyer Personal Data” means Personal Data that either:

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(a)the Buyer, or a person acting on its behalf, provides to the Seller, or permits the Seller toaccess, in connection with this agreement; or(b)

the Seller creates in providing the Services.

“Contract Materials” means all Materials that the Seller (either itself or through Auxiliary
Persons) creates in the performance of this agreement.
“Data Controller” means a person who, alone or jointly with others, determines the purposes
and means of the Processing of Personal Data.
“Data Processor” means a person who Processes Personal Data on behalf of a Data Controller.
“Data Subject” means an identified or identifiable individual or legal entity. An “identifiable”
individual or legal entity is one who can be identified, directly or indirectly, including byreference to an identification number or to one or more factors specific to his physical,
physiological, mental, economic, cultural or social identity.
“Goods” means the goods that the Seller is to provide under the Order.
“Intellectual Property Rights” means all rights in any country or jurisdiction in patents,
inventions, trade secrets and other rights in know-how, copyrights (including any extensions orrenewals), rights affording equivalent protection to copyright, rights in databases, registered
designs, design rights, industrial designs and utility models, trademarks, trade names, businessnames, trade dress, logos, domain names and all registrations or applications to register any of
the foregoing items.
“Material” means any material, item or idea (for example: designs, components, products,
concepts, sketches, drawings, specifications, documentation, photographs, plans, computer
software, reports, surveys, training materials, recommendations, methodologies, techniques,
processes, inventions and discoveries).
“Model Clauses” means model contractual clauses recognised by competent legislative
authorities (including bodies exercising the authority to promulgate delegated legislation) forthe purpose of permitting a transfer of Personal Data beyond the borders of the relevant country(for example, where the Data Controller is located within the EU Equivalent Protection Area,
applicable Data Protection Law may permit the Client to permit the transfer on the basis of thestandard contractual clauses for transfers to Data Processors approved by the European
Commission pursuant to Article 26 (4) of Directive 95/46/EC (the current version of which isthat set out in the European Commission’s Decision 2010/87/EU of 5 February 2010)).
“Order” means the document (for example, a purchase order, contract information document)that incorporates these terms.
“Personal Data” means any data that relates to a Data Subject.
to “Process” (and variants of it, such as “Processing”) means to perform any operation or setof operations upon data, whether or not by automatic means, such as collecting, recording,organising, storing, adapting or altering, retrieving, consulting, using, disclosing (bytransmission, dissemination or otherwise making available), aligning or combining, blocking,erasing or destroying.

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“Seller” means the person identified as such (or similar, e.g. “Supplier”, “Service Provider”)
on the Order.
“Seller Materials” means all Materials that are not Contract Materials or Buyer Materials.
“Services” means the services that the Seller is to provide under this agreement.
“Work Product” means all Materials that the Seller (itself or through Auxiliary Persons), in
the performance of this agreement, creates or delivers to the Buyer.

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