Internal Audit (1st Party) Terms of Service
1.

2.

The Agreement will commence on the date Client signifies
acceptance of the Agreement, which may be through electronic
confirmation or otherwise, and shall continue until the completionof the Services unless terminated earlier in accordance with thisAgreement.

8.

BSI shall provide its Services in compliance with:a.
all applicable legislation and regulations;b. any relevant standards, private standards or codes ofpractice expressly governing the services in thisAgreement, andc.
BSI Group’s Code of Business Ethics which can be foundon BSI’s website.

If Client or Auditee(s) wishes to change the date for the
performance of the Services, it must provide BSI with at least 30
days’ prior written notice of its intention to do so, failing which
the Client shall be liable for the full fees of the Services, including
all expenses that have been incurred including without limitation
costs associated with booking, scheduling, and also penalties
associated with cancellation or rescheduling.

9.

For the avoidance of doubt, BSI shall not be in breach of its
obligations in this Agreement if BSI is unable to access the
Auditee’s premises to conduct the Services or, if, in BSI’s
reasonable belief, the Auditee(s) has failed to abide by any health,safety and/or security requirements. In such circumstances BSI
shall have no liability in respect of any delay in the provision of
the Services and shall invoice Client for any additional fees andcharges incurred as a result of such delay.

3.

BSI will appoint appropriately qualified and trained personnel toperform the Services and determine the outcome of assessments
and reviews. BSI may replace any such personnel from time totime where reasonably necessary in the interests of BSI’s
business.

4.

The Client shall ensure that the Auditee(s):a.
cooperate with BSI in all matters relating to theServices;b. provide in a timely manner all Audit Materials reasonably
required by BSI in connection with the Services and ensurethat they are accurate, complete and current;c.
immediately notify BSI of any event which may adversely
affect the outcome or continued use of any Service or which
if left unattended may cause BSI to misrepresent compliancewith clause 2 above;d. provide responses to all relevant and reasonable queries of
BSI at any time and provide reasonable assistance;e.
provide access to its sites and personnel (including
employees and contractors) on dates agreed with BSI and at
any other time for BSI’s unannounced visits if so required;f.
provide details of all health and safety rules, security andother requirements for visitors to its sites two weeks before
BSI is due to enter the premises.

5.

BSI will not investigate or confirm the truth, accuracy orcompleteness of any information, including Audit Materials,
provided by the Auditee(s) or its contractors, and BSI accepts noliability for any losses, costs or damages suffered or incurred by
Client or Auditee(s) arising out of any incomplete or inaccurate
information.

6.

BSI shall use reasonable endeavours to meet any performancedates specified in the Agreement but any such dates shall be
estimates only and time for performance by BSI shall not be of
the essence under this Agreement. If BSI's performance of its
obligations under this Agreement is prevented or delayed by any
act or omission of the Client and/or its Auditee(s), including theiragents, subcontractors, consultants or employees, then, without
prejudice to any other right or remedy it may have, BSI shall beentitled to an extension of time to perform its obligations under
this Agreement which is equal to the delay caused. In suchcircumstances BSI shall have no liability in respect of such delayin the provision of the Services and shall invoice Client for any
additional fees and charges incurred as a result of such delay.

7.

No variation of this Agreement shall be effective unless it is in
writing and signed by the authorised representatives of the parties.
In the event that BSI, acting reasonably, determines that
additional effort is required in order for BSI to complete theServices, parties shall reasonably discussand agree on the consequential changes required to the timeframe
and fees. If parties are unable to agree on the consequentialchanges, BSI may immediately terminate this Agreement.

10. If in BSI’s reasonable opinion Client fails to comply with any of
its obligations under the Agreement, or the Client uses BSI’s
services in such a manner that may be misleading or that may
bring BSI into disrepute, BSI may: (i) where an audit report orother document has not been issued, refuse to issue such report or
document; (ii) where an audit report or other document has been
issued, inform relevant third parties that the report or document is
no longer valid, and the licence to use BSI’s Intellectual Property
Rights in such report or document shall be immediately revoked.
11. In relation to the Deliverables, BSI shall retain ownership of all
Intellectual Property Rights in the Deliverables, excluding the
Audit Materials. BSI grants the Client a limited right to use theDeliverables for its own internal compliance processes; anddisclose the Deliverables to third parties subject to the Client’s
undertaking that the Client will not disclose the Deliverables in aform that is amended, abridged or presented in any way other thanthat issued in final form by BSI. Client agrees to indemnify andhold harmless BSI against all costs, losses including reasonable
legal fees and proceedings suffered or incurred by BSI arising outof or relating to a third party’s reliance on a report disclosed by
Client, whether or not disclosed with BSI’s prior written consent.
Apart from the foregoing, BSI reserves all rights in and to the
Deliverables and no other rights to use the Deliverables are
granted to the Client pursuant to this Agreement.
12. The Client (a) warrants that the receipt and use of the Audit
Materials in the performance of this Agreement by BSI, itsaffiliates, agents, subcontractors or consultants shall not infringe
the rights, including any Intellectual Property Rights, of any third
party; and (b) shall indemnify BSI in full against all liabilities,
costs, expenses, damages and losses (including but not limited toany direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs (calculated ona full indemnity basis) and all other professional costs andexpenses suffered or incurred by BSI arising out of or inconnection with any claim brought against BSI, its affiliates, its
agents, subcontractors or consultants for (i) actual or alleged
infringement of a third party’s Intellectual Property Rights arisingout of, or in connection with, the receipt or use in
the performance of this Agreement of the Audit Materials; and (ii)any third party’s reliance on the Deliverables that are disclosed by
the Client (whether or not disclosed with BSI’s prior writtenconsent).

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Internal Audit (1st Party) Terms of Service
13. Client shall pay each invoice submitted to it by BSI within thirty(30) days of receipt of such invoice by way of electronic transfer
to the account detailed on the invoice issued by BSI.
14. Without prejudice to any other right or remedy that it may have, if
the Client fails to pay BSI any sum due under this Agreement on
the due date:a.
the Client shall pay interest on the overdue sumfrom the due date until payment of the overdue sum,whether before or after judgment. Interest shall accrue eachday at 2.5% a year above the Bank of England’s base ratefrom time to time;b. BSI may suspend all or part of the Services until payment
has been made in full; and/orc.
BSI may terminate this Agreement with immediate effect bygiving the Client written notice.
15. All sums payable to BSI under this Agreement are exclusive of
any applicable taxes and surcharges, which the Client shall in
addition pay an amount equal to any applicable taxes andsurcharges; and payments shall be paid in full without any set-off,counterclaim, deduction or withholding (other than any deduction
or withholding of tax as required by law).
16. The Client warranties and undertakes that:a.
it will not, and will ensure that its affiliates and theirrespective officers, employees, shareholders,
representatives, agents or contractors (“Associated Parties”)
will not, commit, authorize or permit any action inconnection with the negotiation, conclusion or the
performance of this Agreement or any related agreement
which would cause BSI and/or its Associated Parties to be in
violation of any applicable anti-bribery laws. This obligation
applies, inter alia, to illegitimate payments including
facilitation payments to public officials or their associates,
families or close friends;
b. it understands fully its own anti-bribery and anticorruption
legal obligations and shall implement adequate controls,
systems and procedures to ensure its own compliance withall applicable anti-bribery laws;c.
it has not undergone and it is not undergoing any audit,
review, inspection, investigation, survey or examination by
any governmental authority relating to any anti-bribery
laws. The Client further warrant and undertake that there areno threatened claims, nor presently existing facts orcircumstances that would constitute a reasonable basis forany future claims, under any anti-bribery laws against it;
d. it shall promptly notify BSI if it becomes aware of or has
any difficulties in its anti-bribery and anticorruption
obligations that would amount to a breach of this Agreement
or any applicable anti-bribery laws;e.
it is not, nor are its Associated Parties, the subject of any
allegation, voluntary disclosure, prosecution or otherenforcement action related to any anti-bribery laws; andf.
it will not, nor will its Associated Parties, either
offer, or give, or agree to give, to any employee,
representative or third party acting on behalf of BSI, and/or
any public official or accept, or agree to accept from any
employee, representative or third party acting on behalf of
BSI, and/or a public official, any undue gift or benefit, be it
monetary or other, with regard to the negotiation, conclusionor the performance of this Agreement or any relatedagreement.
17. The Client shall promptly notify BSI if it becomes aware of or has
specific suspicion of any corruption or any request or demand forundue financial advantage or other advantage of any kind, withregard to the negotiation, conclusion or the performance of thisAgreement or any related agreement.
18. In the case that the Auditee(s) provides any undue gifts or benefits
with regard to the negotiation, conclusion or the performance of
this Agreement or any related agreement, in violation of Clauses
16 or 17, BSI may terminate this Agreement with immediate
effect by giving notice to the Client.
19. As between the parties, the Auditee(s) shall own all right, title andinterest in and to all personal data it provides to BSI (“Personal
Data”). The Client shall ensure that Auditee(s) grants BSI an
irrevocable, unlimited and royalty-free licence to use the Personal
Data provided to BSI for the purposes of delivering the Services.
20. From time to time during the term of this Agreement, one party(the “Disclosing Party”) may disclose Confidential
Information to the other party (the “Receiving Party”). The
Receiving Party shall maintain in strict confidence all
Confidential Information of the Disclosing Party identified by theDisclosing Party or where it ought reasonably to be known as
Confidential Information, whether in oral, written, graphic orelectronic form.
21. The Receiving Party shall not use, disclose or grant the use ofsuch Confidential Information to any third party except for the
purposes of performing its obligations under the Agreement. The
Receiving Party shall ensure its and its affiliates’ employees,
agents or consultants to whom disclosure is to be made on a needto-know basis, hold the Confidential Information in strict
confidence and not make any use of such information for any
purpose other than those expressly permitted by the Agreement.
The Receiving Party shall use (and require that all its and its
affiliates’ employees, agents and consultants) at least use thesame standard of care as the Receiving Party uses to protect its
own Confidential Information of a similar nature fromunauthorised use or disclosure, but in no event less thanreasonable care. The Receiving Party shall promptly notify theDisclosing Party upon discovery of any unauthorised use or
disclosure of the Confidential Information of the Disclosing Party.
22. The obligations contained in Clause 21 shall not apply if:a.
the Confidential Information was already known to the
Receiving Party, other than under an obligation ofconfidentiality, at the time of disclosure by theDisclosing Party;b. the Confidential Information was generally available to the
public or otherwise part of the public domain at the time ofits disclosure to the Receiving Party;c.
the Confidential Information was disclosed to the Receiving
Party, other than under an obligation of confidentiality, by athird party who had no obligation to the Disclosing Party not
to disclose such information to others; ord. the disclosure or use is required by law, any regulatory bodyor the rules and regulations of any recognised stock
exchange, provided that prior to disclosure or use of any
information pursuant to this sub-Clause, the party concerned
shall use reasonable efforts to promptly notify the relevant
party of such requirement with a view to providing it/themwith the opportunity to contest such disclosure or use.
23. Upon the expiration or termination of this Agreement for any
reason whatsoever:a.
the Client shall ensure the Auditee(s) promptly return all
documents and materials containing BSI’s Confidential
Information or, if so required at the request of BSI, erase

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Internal Audit (1st Party) Terms of Serviceb.

and destroy any and all material in any media containing thesame (including any copies, analysis, memoranda or othernotes made by the Auditee(s), its directors, officers,
employees, agents and/or representatives) and shall, in
addition, erase and remove any of the same stored within
any computer or other electronic system whether or not inmachine-readable form;
BSI shall retain the Auditee(s)’ Confidential Information fora period of six (6) years and delete it thereafter and will notuse or disclose the Auditee(s)’ Confidential Information
exception in the following situations:i.
for the purposes of exercising or performing its
obligations under this Agreement;
ii. to the extent required by law, any governmental,
regulatory or accreditation authority, or court in any
jurisdiction; oriii. to the extent required to be disclosed if, in thereasonable opinion of BSI, the health or safety of
consumers may be at risk.
For the avoidance of doubt, BSI shall not be required todelete any Auditee(s) Confidential Information that BSI isrequired to retain under applicable laws.

24. Nothing in this Agreement limits any liability which cannot
legally be limited, including liability for death or personal injury
caused by negligence; and fraud or fraudulent misrepresentation.
25. Subject to Clause 24, BSI shall not be liable whether in tort(including for negligence or breach of statutory duty), contract,misrepresentation, restitution or otherwise for any loss of profits,
loss of business, depletion of goodwill and/or similar losses orloss or corruption of data or information, or pure economic loss,
or for any special, indirect or consequential loss, costs, damages,
charges or expenses however arising, even if BSI has beenadvised of the risk of such damages.
26. Subject to clause 24, the total liability of BSI to Client and all
Auditee(s) for any and all claims or causes of action whether incontract, tort (including negligence), breach of statutory duty, orotherwise, arising under or in connection with the Agreement will
not exceed an amount equal to the annual fees or total fees,
whichever is lower, payable by Client under the Agreement. This
limitation of BSI’s liability will survive termination of theAgreement.
27. Either party may terminate the Agreement at any time by giving
the other party not less than 3 months’ written notice of its
intention to do so. Any Services due to be delivered in such notice
period and any costs incurred (or agreed to be incurred) shallremain payable by the Client.
28. Without prejudice to any rights that have accrued under the
Agreement, either party to this Agreement may terminate theAgreement with immediate effect by giving written notice to theother party if:a.
The other party commits a material obligation of any term of
this Agreement which breach is irremediable or (if suchbreach is remediable) fails to remedy that breach within aperiod of 30 days after being notified in writing to do so; orb. the other party takes any step or action in connection with
its entering administration, provisional liquidation,
bankruptcy or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring),
being wound up (whether voluntarily or by order of thecourt, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing tocarry on business or, if the step or action is taken in another

c.

e.
f.
g.

jurisdiction, in connection with any analogous procedure in
the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases
or threatens to cease to carry on all or a substantial part ofits business;d.
if Client or any Auditee challenges the validity
or ownership of any BSI intellectual property rights; ora party has reasonable grounds for believing that the otherparty is not in compliance with any applicable laws;
if, in the reasonable opinion of BSI, the Auditee(s)acts insuch a manner that may bring BSI into disrepute;
there is a change of control of the Client.

29. For the purposes of this Agreement, material breach means abreach (including an anticipatory breach) that is serious in thewidest sense of having a serious effect on the benefit which theterminating party would otherwise derive from a substantial
portion of this Agreement. In deciding whether any breach ismaterial no regard shall be had to whether it occurs by some
accident, mishap, mistake or misunderstanding.
30. Without prejudice to any rights that have accrued under the
Agreement, either party may terminate the Agreement
immediately if the other party is unable to pay its debts as theyfall due, or has appointed a receiver, administrator or manager
over its assets, or goes into liquidation (except for the purpose ofsolvent reconstruction or amalgamation), or enters into a
voluntary arrangement with its creditors, or ceases or threatens tocease its business.
31. On termination or expiry of this Agreement, the Client shallimmediately pay to BSI all of BSI’s outstanding unpaid invoices
and interest and, in respect of the Services supplied but for which
no invoice has been submitted, BSI may submit an invoice, whichshall be payable immediately on receipt.
32. Termination or expiry of this Agreement shall not affect any
rights, remedies, obligations or liabilities of the parties that haveaccrued up to the date of termination or expiry, including the rightto claim damages in respect of any breach of the Agreement
which existed at or before the date of termination or expiry.
33. Neither party shall be in breach of this Agreement nor liable fordelay in performing, or failure to perform, any of its obligations
under this Agreement if such delay or failure results from an
Event of Force Majeure. If the period of delay or nonperformance continues for sixty (60) days, theparty not affected may terminate this Agreement by giving
fourteen (14) days’ written notice to the affected party. An “Eventof Force Majeure” shall mean circumstances that are unavoidable,
beyond a party’s reasonable control (whether or not reasonably
anticipated), and which renders impossible the performance ofany material obligation or the exercise of any material right under
this Agreement by either of the parties including without
limitation, including without limitation: (a) acts of God, flood,fire, earthquake, or explosion; (b) pandemic, onset of infectious
diseases, issuance of quarantine or other prohibition or restrictive
orders by any governmental or public authority; (c) war,
terrorism, invasion, or act of insurgency; (d) national or regional
emergency; (e) strikes, labour stoppages or slowdowns or otherindustrial disturbances, riot or other civil unrest; (f) embargoes orblockades, or passage of a law or any action taken or regulations
imposed by a governmental or public authority, including
imposing an embargo, export or import restriction, quota, or otherrestriction or prohibition; (g) any complete or partial government
shutdown; (h) national or regional shortage of adequate power ortelecommunications or transportation; or (i) cyber-attacks,

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internet service provider failures or delays, or denial of service
attacks.
34. Nothing in this Agreement is intended to, or shall be deemed to,establish any partnership or joint venture between any of theparties, constitute any party the agent of another party, or
authorise any party to make or enter into any commitments for oron behalf of any other party. Each party confirms it is acting on
its own behalf and not for the benefit of any other person.
35. The Agreement is personal to Client. Client may not assign,transfer or deal in any manner with its rights and obligations
under the Agreement. BSI may assign its rights under the
Agreement to a BSI group company.
36. This Agreement shall not be construed against any party to thisAgreement because that party drafted or caused that party’s legal
representative to draft any of its provisions, and any rule ofconstruction that a document shall be construed against thedrafting party shall not apply to this Agreement.
37. The rights and remedies provided under this Agreement are in
addition to, and not exclusive of, any rights or remedies provided
by law.
38. This Agreement, including the attachment, proposal or schedules
attached hereto, constitutes the entire agreement between theparties with respect to the subject matter hereof and supersedes all
prior agreements between the parties, whether written or oral,
relating to the same subject matter. Each Party acknowledges that,in entering this Agreement, it has not relied on, and shall have noremedy in respect of, any statement, representation, warranty or
understanding that is not set out in this Agreement.
39. A person who is not a signatory to the Agreement shall not have
any rights under or in connection with it.
40. A waiver of any right or remedy under this Agreement orby law is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy. A failure ordelay by a party to exercise any right or remedy provided under
this Agreement or by law shall not constitute a waiver of that or
any other right or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy. No single orpartial exercise of any right or remedy provided under thisAgreement or by law shall prevent or restrict the further exerciseof that or any other right or remedy.
41. If any provision or part-provision of this Agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed
deleted, but that shall not affect the validity and enforceability of
the rest of this Agreement. If any provision or part-provision ofthis Agreement is deemed deleted, the parties shall negotiate ingood faith to agree a replacement provision that, to the greatest
extent possible, achieves the intended commercial result of theoriginal provision.
42. Any notices to a party in connection with the Agreement must be
in writing and sent by email or delivered to the party’s address set
out in the Agreement.
43. This Agreement shall be binding on, and enure to the benefit of,
the parties to this Agreement and their respective personal
representatives, successors and permitted assigns, and references
to any party shall include that party’s personal representatives,
successors and permitted assigns.

44. This Agreement may be executed in any number of counterpartsand delivered by hand, sent by registered post or shall betransmitted by facsimile or electronic mail (in PDF format) andshall be as effective as executing and delivering this Agreement in
the presence of the parties. Any party may enter into thisAgreement by executing any counterpart but this Agreement shallnot be effective until each party has executed at least one (1)counterpart. Each counterpart shall constitute an original of thisAgreement but all the counterparts together constitute the same
instrument.
45. If there is an inconsistency between any of the provisions of thisAgreement and the provisions of any master services agreement,purchase proposal, the Client’s standard conditions of purchase or
any other document stated to be relating to the Services or the
Agreement, the provisions of this Agreement shall prevail.
46. The law of England governs the Agreement and the English
courts have non-exclusive jurisdiction to settle any disputes orclaims arising out of it.
47. Except as otherwise specified herein, the following terms shallhave the following definitions:
Agreement: means these Internal Audit (1st Party)
Terms of Service, Contract for Services (or Proposal), Client
Details, Important Pricing Information, Declaration, and any otherterms attached thereto or incorporated by reference.
Audit Materials: means all documents, information, items andmaterials in any form, whether owned by the Client or the
Auditee, which are provided by the Client and/or the Auditee to
BSI in connection with the Services.
Auditee: refers to the party being audited by BSI as part of theServices under this Agreement. The Auditee may be the Client,
and/or the Client’s affiliates. Client shall be responsible for allacts and omissions of its affiliates, as if the acts and omissions of
the affiliates were the Client’s. Client shall indemnify BSI for any
breach of this Agreement arising out of any affiliate’s acts and/or
omissions. For the avoidance of doubt, “Auditee(s)” shall beinterpreted to mean all of the parties being audited by BSI, unlessthe context renders such interpretation repugnant.
BSI: refers to the BSI entity identified in the Agreement.
Client: means the entity instructing BSI to perform the Services
and as identified in the Agreement.
Confidential Information: means any and all information, data andmaterial of a technical or business nature or relating in any way tothe business, products, services, customers and personnel of either
party that is expressly identified as confidential or which oughtreasonably to be regarded as confidential; which may be received
or obtained in connection with the operation of this Agreement.
Deliverables: means any output of the Services as specified in theAgreement.
Intellectual Property Rights: means all inventions, innovations,improvements, developments, methods, patents, rights toinventions, copyright and related rights, moral rights, trade marks
and service marks, trade names and domain names, rights inindustrial designs, drawings and plans, rights in computer
software or source code, database rights, rights in Confidential
Information (including know-how and trade secrets) and anyother intellectual property rights, in each case whether registrable,
registered or unregistered and including all applications (or rights

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to apply) for, and renewals or extensions of, such rights and all
similar or equivalent rights or forms of protection which subsist
or will subsist now or in the future in any part of the world.
Services: means the audit services to be conducted by BSI on the
Auditee as described in the Agreement.

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