Supplier Audit (2nd Party) (Instructing Client) Terms of Service
1.

The Agreement will commence on the date Client
signifies acceptance of the Agreement, which may bethrough electronic confirmation or otherwise, andshall continue until the completion of the Services
unless terminated earlier in accordance with thisAgreement.

2.

BSI shall provide the Services in accordance with the
Client’s audit requirements agreed prior to executionof this Agreement (“Requirements”), BSI’s Code ofBusiness Ethics available on BSI’s website, and incompliance with applicable laws.

3.

BSI shall use reasonable endeavours to complete theServices and deliver the Deliverables to the Client inaccordance with this Agreement in all material
respects.

4.

BSI shall use reasonable endeavours to meet thedates set out in this Agreement for performing theServices (“Performance Dates”) but any such dates
shall be estimates only and time for performance by
BSI shall not be of the essence of this Agreement.

5.

BSI shall appoint appropriately qualified and trained
personnel to perform the Services. BSI may replace
any such personnel from time to time where
reasonably necessary in the interests of BSI’s
business.

6.

For the avoidance of doubt, BSI may, in its sole andabsolute discretion, withhold the issuance of the
Deliverables if, in BSI’s reasonable opinion, theAuditee does not comply with the Requirements, theClient and/or the Auditee is in breach of thisAgreement and/or the Auditee Terms (as the case maybe) and/or where the Client utilises the Services in amanner that may be misleading or that may bringBSI
into disrepute.

7.

The Client shall:a. cooperate with BSI in all matters relating to theServices;b. appoint a manager for the Services who shall havethe authority to contractually bind the Client on
matters relating to the Services;c. use reasonable endeavours to procure that the
Auditee enters into the AuditeeTerms with BSI;d. provide, and use reasonable endeavours ensurethat the Auditee provides, for BSI, its agents,
subcontractors, consultants and employees, in atimely manner and at no charge, access to the
Auditee’s premises, office accommodation,
personnel, data and other facilities as requiredby BSI for the performanceof the Services;e. provide, and use reasonable endeavours to ensurethat Auditee provides, to BSI in a timely manner all
Audit Materials reasonably required by BSI inconnection with the Services and where provided
by the Client, ensure that they are accurate,complete and current;

f.

g.

h.

provide, and use reasonable endeavours toensure that the Auditee provide, all healthand safety and security requirements that
apply at any of the Auditee’s premises two
weeks before BSI is due to enter thepremises;obtain and maintain all necessary licences
and consents and comply with all relevant
legislation as required to enable BSI toprovide the Services, including in relation to
the use of all Audit Materials in all cases
before the date on which the Services are to
start; andimmediately notify BSI of any event which
may adversely affect the outcome orcontinued provision of the Services, or
which if left unattended may cause BSI to
be in breach of Clause 2.

8.

The Client acknowledges and agrees that BSI will
notbe able to perform the Services in the event
where the Auditee does not enter into the
Auditee Terms with BSI.

9.

BSI will not investigate or confirm the truth,
accuracy or completeness of any information,
including Audit Materials, provided by Client or
the Auditee, their employees or contractors, and
BSI accepts no liability for any losses, costs or
damages suffered or incurredby Client or Auditee
arising out of any incomplete or inaccurate
information.

10. If BSI’s performance of its obligations under thisAgreement is prevented or delayed by any act oromission of the Client, the Auditee, the Client’s
and/or Auditee’s
agents,subcontractors,
consultants or employees, then, without prejudice
to any other rightor remedy it may have, BSI shallbe allowed an extension of time to perform its
obligations equal to the delay caused by the Client
and/or Auditee. In such circumstances BSI shallhave no liability in respect of such delay in theprovision of the Services and shall invoice Clientor the Auditee (as the case may be) for any
additional fees and charges incurred as a result ofsuch delay.

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

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Supplier Audit (2nd Party) (Instructing Client) Terms of Service
12. No variation of this Agreement shall be effective
unless it is in writing and signed by the authorised
representatives of the Parties. For the avoidance of
doubt, all proposed changes to the scope andexecution of the Services shall be communicated to
BSI by the Client, regardless of whether the Auditee
proposed such changes. Any such Auditee-proposedchanges shall be pre-approved by the Client and BSI
will have no obligation to verify whether the Client isagreeable to such Auditee proposed changes.

form by BSI. Client agrees to indemnify and holdharmless BSI against all costs, losses including
reasonable legal fees and proceedings suffered or
incurred by BSI arising out of or relating to a third
party’s reliance on a report disclosed by Client,
whether or not disclosed with BSI’s prior writtenconsent. Apart from the foregoing, BSI reserves
all rights in and to the Deliverables and no otherrights to use the Deliverables are granted to the
Client pursuant to this Agreement.

13. Notwithstanding Clause 12, the Client shall provide
BSI with at least thirty (30) days’ prior written noticeof its or the Auditee’s intention to change the
Performance Dates, failing which the Client and/or
Auditee (as the case may be) shall be liable for theFees regardless of whether the Services are
performed on the newly requested Performance
Dates, as well as other costs and penalties associatedwith the change.

19. Nothing contained in this Agreement shall restricta party from the use of any general ideas,
concepts, know-how, methodologies, processesor techniques retained in the unaided mental
impression of such party’s personnel relating to
the Services that either party, individually or
jointly, develops or discloses under thisAgreement, provided that in doing so suchparty
does not (a) breach its obligations with respectto
the Confidential Information of the other party or(b) infringe the Intellectual Property Rights of theother party or third parties that have licensed orprovided materials to the other party. Except for
the express licence rights contained herein,
neither this Agreement nor any disclosure madehereunder grants any licence of a Party’s theIntellectual Property Rights to the other Party.
This clause shall survive termination andexpiration of this Agreement.

14. The Client and/or Auditee (as the case may be, thepaying party to be referred to as “Payor”) shall pay
the fees for the Services in accordance with theAgreement (“Fees”).
15. The Payor 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 detailedon the invoice issued by BSI.
16. Without prejudice to any other right or remedy that it
may have, if the Payor fails to pay BSI any sum due
under this Agreement on the due date:a. the Payor shall pay interest on the overdue sumfrom the due date until payment of the overduesum, whether before or after judgment. Interest
shall accrue each day at 2.5% a year above the
Bank of England’s base rate from 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 withimmediate effect by giving the Client written
notice.
17. All sums payable to BSI under this Agreement are
exclusive of any applicable taxes and surcharges,
which the Payor shall in addition pay an amount equal
to any applicable taxes and surcharges; andpayments shall be paid in full without any set-off,counterclaim, deduction or withholding (other thanany deduction or withholding of tax as required bylaw).
18. 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 the Deliverables for its
own internal compliance processes; and disclose theDeliverables to third parties subject to the Client’s
undertaking that the Client will not disclose theDeliverables in a form that is amended, abridged orpresented in any way other than that issued in final

20. The Client (a) warrants that the receipt and useof the Audit Materials in the performance of thisAgreement by BSI, its 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 to any direct, indirect orconsequential losses, loss of profit, loss of
reputation and all interest, penalties and legal
costs (calculated on a fullindemnity basis) and allother professional costs and expenses suffered or
incurred by BSI arising out of orin connection withany claim brought against BSI, its agents,
subcontractors or consultants for (i) actual or
alleged infringement of a third party’s Intellectual
Property Rights arising out of, or in connection
with, the receipt or use in the performance of thisAgreement of the Audit Materials; and (ii) any
third party’s reliance on the Deliverables that are
disclosedby the Client (whether or not disclosedwith BSI’s prior written consent).
21. Each party warrants and undertakes that:a. it will not, and will ensure that its affiliates andtheirrespective
officers,
employees,
shareholders, representatives, agents orcontractors (“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 theother party and/or its Associated Parties to be

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Supplier Audit (2nd Party) (Instructing Client) Terms of Service

b.

c.

d.

e.

f.

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 closefriends;
it understands fully its own anti-bribery and anticorruption legal obligations and shall implement
adequate controls, systems and procedures toensure its own compliance with all applicableanti-bribery laws;
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. Each party
further warrants and undertakes that there are no
threatened claims, nor presently existing facts orcircumstances that would constitute a reasonablebasis for any future claims, under any antibribery laws against it;it shall promptly notify the other party if it
becomes aware ofor has any difficulties in its antibribery and anti-corruption obligations that would
amount to a breach of this Agreement or any
applicable anti- bribery laws;
it is not, nor are its Associated Parties, thesubject of any allegation, voluntary disclosure,prosecution or other enforcement action related
to any anti-bribery laws; andit 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 ofthe other party, and/or any public official or
accept, or agree to accept from any employee,
representative or third party acting on behalf ofthe other party, and/or a public official, any
undue gift or benefit, be it monetary or other,with regard to the negotiation, conclusion or the
performance of this Agreement or any relatedagreement.

22. Each party shall promptly notify the other party if it
becomes aware of or has specific suspicion of any
corruption or any request or demand for undue
financial advantage or other advantage of any kind,with regard to the negotiation, conclusion or the
performance of this Agreement or any relatedagreement.
23. In the case that the a party 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
21 or 22, the other party may terminate thisAgreement with immediate effect by giving
notice to the at fault party.

24. As between the Parties, the Auditee shall own all
right, title and interest in and to all personal data
it provides to BSI (“Personal Data”).

25. From time to time during the term of thisAgreement, one Party (the “Disclosing Party”)
may disclose Confidential Information to theother Party (the “Receiving Party”). The Receiving
Party shall maintain in strict confidence all
Confidential Information of the Disclosing Party
identified by the Disclosing Party or where it
ought reasonably to be known as Confidential
Information, whether in oral, written, graphic orelectronic form.
26. The Receiving Party shall not use, disclose or
grant the use of such 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 towhom disclosure is to be made on a need-to-knowbasis, hold the Confidential Information in strict
confidence and not make any use of suchinformation for any purpose other than thoseexpressly permitted by the Agreement. The
Receiving Party shall use (and require that all its
and its affiliates’ employees, agents andconsultants) at least use the same standard ofcare as the Receiving Partyuses to protect its own
Confidential Information of a similar nature fromunauthorised use or disclosure, but in no event
less than reasonable care. The Receiving Party
shall promptly notify the Disclosing Party upon
discovery of any unauthorised use or disclosure of
the Confidential Information of the Disclosing
Party.
27. The obligations contained in Clause 25 shall not
applyif:a. the Confidential Information was alreadyknown to the Receiving Party, other thanunder an obligation of confidentiality, at thetime of disclosure by the Disclosing Party;b. the Confidential Information was generally
available to the public or otherwise part ofthe public domain at the time of its
disclosure to theReceiving Party;c. the Confidential Information was disclosed to
the Receiving Party, other than under anobligation of confidentiality, by a third 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 body or the rules andregulations of any recognised stock
exchange, provided that prior to disclosure
or use of any information pursuant to thissub-Clause, the Party concerned shall use
reasonable efforts to promptly notify therelevant Party of such requirement with aview to providing it/them with theopportunity to contest such disclosure oruse.
28. Upon the expiration or termination of thisAgreementfor any reason whatsoever:Supplier Audit (2nd Party) (Instructing Client) Terms of Service
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Supplier Audit (2nd Party) (Instructing Client) Terms of Servicea.

b.

the Client shall promptly return all documents
and materials containing BSI’s Confidential
Information or, if so required at the request of
BSI, erase and destroy any and all material in
any media containing the same (including any
copies, analysis, memoranda or other notes
made by the Client, its directors, officers,
employees, agents and/or representatives) andshall, in addition, erase and remove any of thesame stored within any computer or otherelectronic system whether or not in machinereadable form;
BSI shall retain the Client’s Confidential
Information for a period of six (6) years anddelete it thereafter and will not use or disclose
the Client’s Confidential Information exception in
the following situations:for the purposes of exercising or performingi.
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
the reasonable opinion of BSI, the health orsafety of consumers may be at risk.
For the avoidance of doubt, BSI shall not be
required to delete any Client Confidential
Information that BSI is required to retain underapplicable laws.

29. Nothing in this Agreement limits any liability whichcannot legally be limited, including liability for deathor personal injury caused by negligence; and fraud or
fraudulent misrepresentation.
30. Subject to Clause 29, BSI shall not be liable whether
in tort (including for negligence or breach of statutoryduty), contract, misrepresentation, restitution orotherwise for any loss of profits, loss of business,
depletion of goodwill and/or similar losses or loss 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 been advised of the risk of suchdamages.
31. To the fullest extent permitted by law, BSI’s
maximum aggregate liability for any and all claims or
causes of action including in contract, tort (including
negligence), breach of statutory duty, or otherwise,
arising under or in connection with this Agreement
will not exceed an amount equal to the Fees payable
by the Payor. This limitation of BSI’s liability willsurvive termination of this Agreement.
32. Either Party may terminate this Agreement at any
time by giving the other Party not less than three (3)months’ written notice of its intention to do so. Any
Services due to be delivered in such notice period andany costs incurred (or agreed to be incurred) shallremain payable by the Payor.

33. Without affecting any other right or remedy
availableto it, either party to this Agreement may
terminate this Agreement with immediate effectby giving written notice to the other party if:
a. the other party commits a material breach ofanyterm of this Agreement which breach isirremediable or (if such breach isremediable) fails to remedy that breach
within a period of 30days after being notified
in writing to do so;b. the other party takes any step or action inconnection 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 the court, unless forthe purpose of a solvent restructuring),
having a receiver appointed to any of its
assets or ceasing to carry on business or, if
the step or action is taken in anotherjurisdiction,in connection with any analogous
procedure in the relevant jurisdiction;c. the other party suspends, or threatens tosuspend, or ceases or threatens to cease to
carry on all or a substantial part of its
business;d. the Client challenges the validity orownership of any BSI’s Intellectual Property
Rights;e. a party has reasonable grounds for believing
thatthe other party is not in compliance withany applicable laws;f.
if, in the reasonable opinion of BSI, Client
acts insuch a manner that may bring BSI into
disrepute;g. the Payor fails to pay any amount due under
thisAgreement and/or the Auditee Terms (asthe case may be) on the due date forpayment, in which case BSI shall be entitled
to terminate this Agreement whether inwhole or in part; orh. there is a change of control of the Client.
34. For the purposes of this Agreement, material
breach means a breach (including an anticipatory
breach) that is serious in the widest sense of
having a seriouseffect on the benefit which theterminating Party would otherwise derive from asubstantial portion of this Agreement. In deciding
whether any breach is material no regard shall be
had to whether it occurs by some accident,
mishap, mistake or misunderstanding.
35. On termination or expiry of this Agreement, thePayor shall immediately pay to BSI all of BSI’s
outstanding unpaid invoices and interest and, inrespect of the Services supplied but for which no
invoice has been submitted, BSI may submit an
invoice, which shall be payable immediately onreceipt.

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Supplier Audit (2nd Party) (Instructing Client) Terms of Service
36. Termination or expiry of this Agreement shall notaffect any rights, remedies, obligations or liabilities of
the Parties that have accrued up to the date of
termination or expiry, including the right to claim
damages in respect of any breach of the Agreement
which existed at or before the date of termination or
expiry.
37. Neither Party shall be in breach of this Agreement nor
liable for delay in performing, or failure to perform,
any of its obligations under this Agreement if suchdelay or failure results from an Event of Force Majeure.
If the period of delay or non-performance continues
for sixty (60) days, the Party not affected may
terminate this Agreement by giving fourteen (14)days’
written notice to the affected Party. An “Event of 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 of any material
obligation or the exercise of any material right under
this Agreement by either of the Parties including
without limitation: (a) acts of God, flood, fire,
earthquake, or explosion; (b) pandemic, onset of
infectious diseases, issuance of quarantine or otherprohibition or restrictive orders byany 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 or blockades, or passage of a law or any
action taken or regulations imposed by agovernmental or public authority, including imposing
an embargo, export or import restriction, quota, orother restriction or prohibition;(g) any complete or partial government shutdown;(h) national or regional shortage of adequate poweror telecommunications or transportation; or (i) cyberattacks, internet service provider failures or delays, ordenial of service attacks.
38. This Agreement is personal to the Client and the Client
may not assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in
any other manner with any of its rights and obligations
under this Agreement. BSI may at any time assign,
mortgage, charge, subcontract, delegate, declare atrust over or deal in any other manner with any or allof its rights under this Agreement.
39. This Agreement shall not be construed against any
Party to this Agreement because that Party drafted orcaused that Party’s legal representative to draft anyof its provisions, and any rule of construction that adocument shall be construed against the drafting
Party shall not apply to this Agreement.
40. A waiver of any right or remedy under this Agreement
or by law is only effective if given in writing and shallnot be deemed a waiver of any subsequent right orremedy. A failure or delay by a Party to exercise any
right or remedy provided under this Agreement or bylaw 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 otherright or remedy. No single or partial exercise of
any right or remedy provided under thisAgreement or by law shall prevent or restrict thefurther exercise of that or any other right orremedy.

41. The rights and remedies provided under thisAgreement are in addition to, and not exclusiveof,any rights or remedies provided by law.
42. If any provision or part-provision of thisAgreement is or becomes invalid, illegal or
unenforceable, it shall be deemed deleted, butthat shall not affect the validity and enforceabilityof the rest of this Agreement. If any provision or
part-provision of this Agreement is deemed
deleted, the Parties shall negotiate in good faithto agree a replacement provision that, to thegreatest extent possible, achieves the intended
commercial result of the original provision.
43. This Agreement, including the Schedules
attached hereto, constitutes the entire agreement
between the Parties with respect to the subject
matter hereof and supersedes all prioragreements between the Parties,whether written
or oral, relating to the same subject matter. Each
Party acknowledges that, in entering thisAgreement, it has not relied on, and shall haveno remedy in respect of, any statement,
representation, warranty or understanding that isnotset out in this Agreement.
44. If there is an inconsistency between any of theprovisions of this Agreement and the provisionsof any master services agreement, purchaseproposal, the Client’s standard conditions ofpurchase or any other document stated to berelating to the Services or the Agreement, theprovisions of this Agreementshall prevail.
45. Nothing in this Agreement is intended to, or shallbe deemed to, establish any partnership or joint
venture between any of the Parties, constituteany Party the agent of another Party, or authorise
any Party tomake or enter into any commitments for or on
behalfof any other Party. Each Party confirms it isacting onits own behalf and not for the benefit of
any other person.

46. This Agreement shall be binding on, and enure tothebenefit of, the Parties to this Agreement andtheirrespective
personal
representatives,
successors and permitted assigns, and references
to any Party shall include that Party’s personal
representatives, successors and permitted
assigns.

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Supplier Audit (2nd Party) (Instructing Client) Terms of Service
47. Any person who is not a party to this Agreement(whether or not such person shall be named, referred
to, or otherwise identified, or shall form part of a classof persons so named, referred to, or identified, in thisAgreement) shall not have any rights under or inconnection with it.
48. Any notices to a party in connection with theAgreement must be in writing and sent by email ordelivered to the party’s address set out in theAgreement.
49. This Agreement may be executed in any number ofcounterparts and delivered by hand, sent byregistered post or shall be transmitted by facsimile orelectronic mail (in PDF format) and shall be aseffective as executing and delivering this Agreementin the presence of the Parties. Any Party may enter
into this Agreement by executing any counterpart but
this Agreement shall not be effective until each Party
has executed at least one (1) counterpart. Eachcounterpart shall constitute an original of thisAgreement but all the counterparts together
constitute the same instrument.
50. The law of England governs this Agreement and theEnglish courts have non-exclusive jurisdiction to settle
any disputes or claims arising out of it.
51. Except as otherwise specified herein, the following
terms shall have the following definitions:
Agreement: means these Supplier Audit (2nd Party)(Instructing Client) Terms of Service, Contract for
Services (or Proposal), Client Details, Important
Pricing Information, Declaration, and any other terms
attached thereto or incorporated by reference.
Audit Materials: means all documents, information,items and materials 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.

terms on which BSI will be conducting the Services
vis-à-vis the Auditee.
Auditee: means the third party to be audited by BSI
as instructed by the Client and as identified in theAgreement.
BSI: refers to the BSI entity identified in theAgreement.
Client: means the entity instructing BSI to performthe Services on the Auditee and as identified in theAgreement.
Confidential Information: means any and all
information, data and material of a technical or
business nature or relating in any way to thebusiness, products, services, customers andpersonnel of either party that is expressly identified
as confidential or which ought reasonably to be
regarded as confidential; which may be received or
obtained in connection with the operation of thisAgreement.
Deliverables: means any output of the Services as
specified in the Agreement.
Intellectual Property Rights: means all inventions,innovations, improvements, developments, methods,
patents, rights to inventions, copyright and related
rights, moral rights, trade marks and service marks,
trade names and domain names, rights in industrial
designs, drawings and plans, rights in computer
software or source code, database rights, rights in
Confidential Information (including know-how andtrade secrets) and any other intellectual property
rights, in each case whether registrable, registered or
unregistered and including all applications (or rights toapply) for, and renewals or extensions of, such rights
and all similar or equivalent rights or forms ofprotection which subsist or will subsist now or in the
future in any part of the world.
Services: means the audit services to be conductedby BSI on the Auditee as described in the Agreement.

Auditee Terms: means the agreement to be enteredinto between BSI and the Auditee which sets out theSupplier Audit (2nd Party) (Instructing Client) Terms of Service
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