TERMS OF BUSINESSBSI PROFESSIONAL SERVICES LIMITED1.

APPLICATION

1.1

These Terms of Business shall apply to the provision of
the Services by BSI to the Customer.

2.

INTERPRETATION

2.1

In this Agreement, unless the context otherwise
requires, the following expressions shall have thefollowing meanings:

Additional Services: shall have the meaning set out in clause
4.14.
Agreement: the agreement between the Customer and BSI for
the purchase of the Services comprising the Proposal, theseTerms of Business and any other documents expressly included
by reference.
Business Day: for BSI Professional Services (UK) Limited a dayother than a Saturday, Sunday or public holiday in England, whenbanks in London are open for business, and for BSI Professional
Services (Ireland) Limited a day other than a Saturday, Sunday or
public holiday in Ireland, when banks in Dublin are open forbusiness;
BSI: either of BSI Professional Services (UK) Limited or for BSI
Professional Services (Ireland) Limited (as set out in the
Proposal), and BSI Personnel;
BSI Personnel: all officers, employees, agents, consultants andcontractors of BSI engaged in the performance the Services.
Charges: the charges payable by the Customer for the Services
as set out in the Proposal and payable in accordance with clause
7 (Charges and Payment).
Customer: the person or firm who purchases the Services from
BSI.
Customer Data: the data provided by the Customer for the
purpose of facilitating the delivery of the Services.
Customer Materials: all documents, information and materials
in any form, whether owned by the Customer or a third party,
which are provided by the Customer to BSI in connection with theServices, including the items provided pursuant to clause
5.1.2(a).
Data Protection Legislation: means:

In-House Training: Training provided by BSI at the Customer’s
premises or online for the DelegatesIntellectual Property Rights: patents, rights to inventions,
copyright and related rights, moral rights, trade marks, businessnames and domain names, rights in get-up, goodwill and theright to sue for passing off, rights in designs, rights in computer
software, database rights, rights to use, and protect theconfidentiality of, confidential information (including know-how
and trade secrets) and all other intellectual property rights, ineach case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, 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.
Nominated Data Protection Officer Services: the provisionof services to Customer where BSI acts as its nominated dataprotection officer.
Parties: the Customer and BSI.
Penetration Testing Services: the provision of penetration
testing and delivery of any reports arising from such testing.
Personal Data: has the meaning given to it in the Data
Protection Legislation.
Proposal: the proposal document sent by BSI to the Customer,
setting out the details of the Services to be provided and thebasis upon which BSI proposes to provide them.
Processing: has the meaning given to it in the Data Protection
Legislation.
Public Training: Training provided by BSI at a physical location or
online for all BSI Customers
Service Commencement Date: the date on which the deliveryof the Services is due to commence as set out in the Proposal, orotherwise agreed.
Services: the service(s) and / or any associated solutions /products to be provided by BSI to the Customer as set out in the
Proposal, including but not limited to Nominated Data Protection
Officer Services, Third Party Product Services and Training
Services.
Terms of Business: these terms of business governing the
supply of Services by BSI to the Customer.
Third Party Products: such third party software products towhich BSI gives the Customer accessunder the Third Party
Product Services.

(a)the General Data Protection Regulation(GDPR), the Data Protection Act 2018, thePrivacy and Electronic Communications (ECDirective) Regulations 2003; andThird Party Product Services: the provision of access to third
party software products to Customer.

(b)

any other legislation in force from time totime relating to privacy and/or the Processingof Personal Data and applicable to theprovision and receipt of Services under thisAgreement; and2.2

A reference to a statute or statutory provision is areference to it as amended or re-enacted. A reference
to a statute or statutory provision includes all
subordinate legislation made under that statute or
statutory provision.

3.

BASIS OF THIS AGREEMENT

3.1

The Agreement shall be deemed agreed and binding on
the parties on the earlier of:(c)any statutory codes of practice issued by therelevant supervisory authority in relation tosuch legislation.

Delegate(s): an individual or representative of the Customer
scheduled to receive the Training Services
Deliverables: any output of the Services (excluding theCustomer Materials) to be provided by BSI to the Customer as
specified in Proposal.
Effective Date: has the meaning set out in clause 3.1.

Training Services: the provision of either In-House Training or
Public Training to a Customer.

3.1.1

receipt by BSI of an electronic or hard copy of the
Proposal signed by the Customer;

3.1.2

commencement of the delivery of the Services (inwhole or in part) by BSI and receipt of the Services
by the Customer; or3.1.3be liable to the extent that Customer does not
implement these recommendations.

any act by the Customer consistent with receipt of
the Services.
(the Effective Date).

3.2

This Agreement shall commence on the Effective Dateand shall continue until the last remaining Service iscompleted, or earlier terminated, in accordance withthis Agreement.

3.3

Any descriptive matter or advertising issued by BSI, andany descriptions contained in BSI's catalogues,
brochures or on their website, are issued or published
for the sole purpose of giving an approximate idea of
the Services described in them. They shall not form
part of this Agreement nor have any contractual force.

3.4

This Agreement applies to the exclusion of any otherterms that the Customer seeks to impose orincorporate, or which are implied by trade, custom,practice or course of dealing.

3.5

Where there is a direct conflict between the terms set
out in the Proposal and these Terms & Conditions, theterms in the Proposal shall prevail in respect of suchconflict.

3.6

Any Proposal is only valid for acceptance for a period of
20 Business Days from its date of issue.

4.

SUPPLY OF THE SERVICES

Third Party Product Services
4.8

Nominated Data Protection Officer Services
4.9

To the extent the Services comprise in whole or in partof any Nominated Data Protection Officer Services, thefollowing clauses 4.9 to 4.16 shall also apply. In theevent of a conflict between the following clauses 4.9 to
4.13 and the remaining terms of this Agreement, thefollowing clauses 4.9 to 4.16 shall prevail.

4.10

Customer acknowledges and agrees that its overall
compliance with Data Protection Legislation is its
responsibility, and that BSI's provision of Nominated
Data Protection Officer Services will not absolve
Customer of this responsibility or guarantee Customer's
overall compliance with Data Protection Legislation.

4.11

The responsibilities and liabilities of BSI and Customer
in respect of Nominated Data Protection Officer
Services shall be limited to performance only of thespecific tasks and activities allocated to it as set out in
the Proposal. For the avoidance of doubt, neither party
shall be liable under this Agreement for any specifictasks and activities set out in the Proposal as not being
its responsibility or any tasks and activities not set out
in the Proposal at all.

4.12

Customer acknowledges that its Processing activities,
and therefore any associated risks, can frequently
change, and that BSI will be dependent on Customer topromptly bring such changes to BSI's attention so that
BSI may re-scope the specific tasks and activities
allocated to it as necessary in order to perform theNominated Data Protection Officer Services.

4.13

On the basis of the information provided by Customer
to BSI in accordance with Customer's obligations atclause 5.1, and within the volume of Nominated Data
Protection Officer Services purchased by Customer, BSI
shall in agreement with Customer and by reference tothe nature of the Personal Data and the potential
impact on data subjects prioritise performance of its
specific tasks and activities that present a higher dataprotection risk for Customer.

4.14

In the event that the Customer has not purchased therequisite volume of the Services for BSI to carry out its
responsibilities in accordance with the Data Protection
Legislation, BSI shall notify the Customer as soon as
possible of this fact and of the additional volume ofServices deemed necessary to so carry out its
responsibilities (Additional Services). Should theCustomer not promptly (taking into account Data
Protection Legislation timescales) agree to BSI
providing these Additional Services, BSI may either (i)deliver the Additional Services and subsequently invoice

All Services
4.1.1

The following clauses 4.2 to 4.7 shall apply to theprovision of all Services.

4.2

So far as is reasonably practicable within any agreed
timescale, BSI shall supply the Services to the Customer
in accordance with this Agreement in all material
respects.

4.3

BSI shall use reasonable endeavours to meet any
performance dates specified in the Proposal but any
such dates shall be estimates only and time for
performance by BSI shall not be of the essence under
this Agreement.

4.4

BSI reserves the right to amend this Agreement if
necessary to comply with any applicable law or
regulatory requirement, or if the amendment will notmaterially affect the nature or quality of the Services,and BSI shall notify the Customer in any such event.

4.5

If BSI's performance of its obligations under thisAgreement is prevented or delayed by any act oromission of the Customer, its agents, subcontractors,
consultants or employees, then, without prejudice toany 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 thedelay caused by the Customer. In such circumstances
BSI shall have no liability in respect of such delay in theprovision of the Services and shall invoice Customer for
any Charges incurred as a result in accordance withclause 7.

4.6

The Services are for Customer's benefit only and may
not be used or relied upon by any other person or for
any other purpose, and BSI shall not be liable in either
circumstance.

4.7

Notwithstanding the remainder of this Agreement, tothe extent the Services include the provision of reports
by BSI to the Customer, Customer acknowledges thatthe purpose of any reports is solely for BSI to highlight
any risks that it has identified in performing theServices and to make recommendations. BSI shall not

To the extent the Services include any Third Party
Product Services, this clause 4.8 shall apply and shallprevail in the event of a conflict with the remaining
terms of this Agreement. Unless specifically advised tothe contrary, BSI does not produce or manufacture theThird Party Product. As such, BSI makes norepresentations or warranties with respect to the Third
Party Products, including but not limited to any
warranty of title, quality, condition, access, uptime,state or description of the Third Party Products, noninfringement of the intellectual property rights of any
other persons, or their fitness for any purpose, anddisclaims any liability therein to the fullest extent it ispermitted to do.

the Customer; or (ii) immediately terminate theAgreement.
4.15

confirms that it provides express legal approval(under Computer Misuse Act 1990 and other relevant
legislation and/or equivalent legislation in otherjurisdictions) for Penetration Testing Services to beprovided in respect of the in-scope target assets; and4.18.8indemnifies, defends and holds harmless BSI and its
officers, agents, employees, from and against any
and all third-party claims, demands, losses, liability,
damages or expenses (including reasonable solicitor’sfees) arising from the running of Penetration Testing
Services.

BSI shall not be liable to the extent:

4.15.1it has not been made aware of a circumstancerequiring the Additional Services;

4.15.2a requisite volume of Services was not purchased inorder for BSI to carry out its responsibilities inaccordance with Data Protection Legislation; or4.15.3Customer requests a reduction in any element of theServices and BSI would have been able to deliver theobjective of the Services to a fuller extent had they
not been reduced at Customer's request.

4.16

4.18.7

5.

CUSTOMER'S OBLIGATIONS

5.1

The Customer shall:

From the date of BSI’s notification specified in Clause
4.14 until (i) the date the Customer agrees to thepurchase the agreed Additional Services; or (ii) the dateon which BSI terminates the Agreement, BSI shall not
be liable for such responsibilities which required thepurchase of the Additional Services.

5.1.1

co-operate with BSI in all matters relating to theServices;

5.1.2

provide BSI, its employees, agents, consultants andsubcontractors with:(a)in a prompt manner, any information, documents ormaterials which may reasonably be required by BSI
in the delivery of the Services and, in relation to
any information so provided, ensure that suchinformation is complete and accurate in all material
respects;(b)access to the Customer's premises, equipment,
personnel and other facilities as reasonably
required by BSI for the delivery of the Services in atimely manner and at no charge to BSI; and(c)any relevant rules, regulations and policies inrespect of Customer's premises and equipment
which Customer considers BSI should reasonably
comply with in order to deliver the Services;

5.1.3

keep BSI its employees, agents, consultants andsubcontractors (as appropriate) informed of any
special requirements relating to the delivery or
receipt of the Services. If BSI's compliance with suchrequirements give rise to an increase in the actual
cost to BSI of providing the Services the Charges
may be increased accordingly; and5.1.4

obtain and maintain all necessary licences andconsents and comply with all relevant legislation as
required to enable BSI to provide the Services.

Penetration Testing Services
4.17

4.18
4.18.1

4.18.2

Penetration Testing Services will be carried out by
appropriately skilled and qualified personnel using
approved methodology. However, BSI does notguarantee that all conceivable problems will be
discovered in the course of the provision of thePenetrating Testing Services. While care will be taken
to avoid damage to Customer systems, due to theinvasive nature of penetration testing there remains a
residual risk of damage to the Customer’s systems.
The Customer:
confirms that it has the legal permission, and/or has
sought any necessary permission required from thirdparties, to allow BSI to perform Penetration Testing
Services on the applications, hostnames or any otherin-scope target, and on any assets which may bedirectly connected to them (which may be discovered
as a result of an assessment);shall ensure that the assets being tested and all
relevant test information will be available during theagreed project period and shall indicate to BSI any
production/live assets that are not authorised forpotential changes to data in the relevant database(s)4.18.3shall ensure that prior to commencement of thePenetration Testing Services a full, back up of data iscarried out and verified;

5.2

BSI shall not be liable for its provision of the Services tothe extent that Customer has not materially compliedwith its obligations in this clause 5.

4.18.4agrees that BSI may carry out the scanning elementof the Penetration Testing Services at any time ofday
and shall arrange the Penetration Testing
Services for a time that will have least impact on thebusiness (e.g. out of normal business hours or
weekends);

6.

NON-SOLICITATION

6.1

The Customer shall not, without the prior writtenconsent of BSI, at any time from the Effective Date to
the expiry of 1 year after the last of the Services to beprovided under this Agreement, solicit or entice awayfrom BSI or employ or attempt to employ any BSI
Personnel.

7.

CHARGES AND PAYMENT

7.1

In consideration of the provision of the Services by BSI,
the Customer shall pay the Charges.

7.2

Unless otherwise stated in the Proposal, the Charges
shall be calculated on a per day or per hour basis using
the relevant rates for BSI Personnel as set out in the
Proposal. Work will be carried out during core officehours (0900 - 1730 Monday to Friday) or as agreed
with the Customer.

4.18.54.18.6consents to the targeting and exploitation ofvulnerabilities identified during the engagement or
will clearly indicate to BSI which targets it does notwish exploitation to be carried out on;
acknowledges (i) that BSI uses the same attack
payloads (e.g. attack strings and brute-force
attempts) as real world attackers (ii) (and shallnotify its information and security teams asnecessary) that there may be an increase in logging
activity and an increase in any intrusion detection or
prevention system alerts during the period ofprovision of the Penetration Testing Services.

7.3

BSI shall be entitled to charge an overtime rate for any
time worked by BSI Personnel on the Services outsideof the hours referred to in clause 7.2 at the following
rates

Service

Noticegiven

Postponement/Cancellation
Fee (% of Charges)

InHouseTraining

Less than
45
Business
Days

100

BSI shall invoice Customer and Customer shall pay for
the Services (to a bank account provided on the invoiceor as otherwise directed by BSI) as follows, or asotherwise set out in the Proposal:

PublicTraining

Less than
30
Business
Days

100

in respect of Training Services, BSI shall invoice theCustomer on receipt of the Customer’s booking andsuch invoice shall be payable (i) within 30 days andat least 30 days prior to the Services Commencement
Date; or (ii) at the time of the booking if suchbooking is within 30 days of the Services
Commencement Date;

All
other
Services

4–9
Business
Days

All
other
Services

3
Business
Days or
fewer

7.3.1

1.5 x rates from 5.30pm – 10pm, 6am – 9am on
weekdays and 6am – 10pm Saturday;

7.3.2

2 x rates from 10pm – 6am Monday to Saturday andany time on Sunday or public holiday.

7.4

7.4.1

7.4.2

50

100

in respect of all other Services , BSI shall invoice theCustomer monthly in arrears or, if earlier, on theprovision of a draft report to Customer or completionof the relevant Services. Customer shall pay any
invoice submitted by BSI within 30 days of the dateof the invoice.

8.

INTELLECTUAL PROPERTY RIGHTS

8.1

7.5

The Customer shall pay the reasonable expenses of BSI
Personnel, as further detailed in the Proposal, monthly
in arrears following submission of an appropriate
invoice.

All Intellectual Property Rights in or arising out of theServices and/or Deliverables (excluding the Customer
Materials) shall be owned by BSI and/or its licensors.

8.2

7.6

Failure by the Customer to pay any Charges when theyfall due may, at BSI's discretion, result in BSI
suspending delivery of the Services.

The Customer shall use its best endeavours to procurethat any necessary third party shall promptly executesuch documents and perform such acts as may
reasonably be required for the purpose of giving full
effect to clause 8.1.

8.3

In relation to the Deliverables:

7.7

Without prejudice to any other right or remedy that it
may have, if the Customer fails to pay BSI any sum due
under this Agreement on the due date, the Customer
shall pay interest on the overdue sum from the due
date until payment of the overdue sum, whether before
or after judgment. Interest under this clause 7.7 willaccrue each day at 4% a year above the European
Central Bank’s base rate from time to time.

7.8

All sums payable to BSI under this Agreement:

8.3.1

BSI and its licensors shall retain ownership of all
Intellectual Property Rights in the Deliverables; and8.3.2

BSI grants the Customer, or shall procure the direct
grant to the Customer of, a worldwide, nonexclusive, non-sublicensable, royalty-free licence tocopy the Deliverables for the purpose of receiving
and using the Services and the Deliverables.

8.4

In relation to Customer Materials:

7.8.1

are exclusive of VAT, and the Customer shall in
addition pay an amount equal to any VAT chargeable
on those sums on delivery of a VAT invoice; and8.4.1

the Customer and its licensors shall retain ownershipof all Intellectual Property Rights in the Customer
Materials; and7.8.2

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).

8.4.2

the Customer grants to BSI a worldwide, nonexclusive, royalty-free, licence to copy and modify
the Customer Materials for the purpose of providing
the Services to the Customer.

7.9

7.10

All Services agreed in the Agreement must be assigned
dates on which they shall be delivered within 12
months of the Effective Date (or as specified in the
Proposal). Any Services which are not assigned dates tobe delivered within 12 months of the Effective Dateshall remain payable in full by the Customer.
If the Customer wishes to cancel or postpone any or allof the Services before the Services Commencement
Date or any date for which the Services are scheduled,
BSI may charge the Customer a fee as set out in the
below table. If the Services are initially postponed but
then cancelled, the cancellation will be charged inaccordance with the below table, by reference to thelater date of cancellation. Any cancellation or
postponement fee shall be payable in accordance withthis clause 7.

8.5

BSI:

8.5.1

subject to clause 8.5.3, warrants that the receipt anduse of the Services and the Deliverables by the
Customer and its permitted sub-licensees shall not
infringe any Intellectual Property Rights of any third
party;

8.5.2

shall, subject to clauses 8.5.3 and 10.2.2, indemnify
the Customer in full against all costs, expenses,
damages and losses, including any interest, fines,
legal and other professional fees and expenses,
awarded against or incurred or paid by the Customer
as a result of or in connection with any claim brought
against the Customer for actual or alleged
infringement of a third party's Intellectual Property
Rights arising out of, or in connection with, thereceipt or use
Deliverables; and

of

the

Services

and/or

8.5.3

shall not be in breach of the warranty at clause 8.5.1,
and the Customer shall have no claim under theindemnity at clause 8.5.2, to the extent the
infringement arises from:(a)the use of the Customer Materials in thedevelopment of, or the inclusion of the Customer
Materials in, any Deliverable; or(b)

any modification of the Deliverables or Services,other than by or on behalf of BSI.

8.5.4

The Customer:(a)warrants that the receipt and use of the Customer
Materials in the delivery of the Services by BSI, its
agents, subcontractors or consultants shall not
infringe any Intellectual Property Rights of any third
party; and(b)shall indemnify BSI in full against all costs,
expenses, damages and losses, including any
interest, fines, legal and other professional fees andexpenses awarded against or incurred or paid by
BSI as a result of or in connection with any claim
brought against BSI, its agents, subcontractors,
consultants or any BSI Personnel for actual or
alleged infringement of a third party's Intellectual
Property Rights arising out of, or in connection
with, the receipt or use of the Customer Materials
in the delivery of the Services.

9.

CUSTOMER DATA

9.1

As between the Parties, the Customer shall own all
right, title and interest in and to all of the Customer
Data.

9.2

The Customer grants BSI an irrevocable, unlimited androyalty-free licence to use the Customer Data provided
to BSI for the purposes of delivering the Services.

9.3

Each party warrants that for the purposes of thisAgreement it:

9.3.1

shall comply with the provisions of the Data
Protection Legislation, including without limitationthat it:(a)shall use Personal Data in accordance with thepermissions or consents obtained from the data
subjects (as defined in the Data Protection
Legislation) or otherwise in accordance with theData Protection Legislation;(b)shall communicate to the other party the terms ofany permissions or consents obtained from the data
subjects;(c)shall have in place appropriate technical andorganisational
security
measuresagainstunauthorised or unlawful Processing of Personal
Data and against accidental loss or destruction of,or damage to, Personal Data and shall take allreasonable steps to ensure the reliability of its
personnel who have access to such Personal Dataand to impose obligations of confidentiality uponsuch personnel and to ensure that such personnel
are aware of their responsibilities under the Data
Protection Legislation;

(d)

(e)

shall comply with any request or notice it receives
from a data subject in its capacity as a data
controller;

9.3.2

shall upon request provide such assistance as isreasonably necessary to the other party to enable
that party to comply with its obligations as a data
controller (as defined in the Data Protection
Legislation);

9.3.3

shall inform the other party as soon as reasonably
practicable of the discovery of any actual orsuspected data-breach relating to the Processing of
Personal Data in connection with this Agreement;

9.3.4

shall, except to the extent prohibited by applicablelaw, inform the other party upon receipt of acomplaint from a data subject or if approached byany regulatory body in connection with its
compliance with the Data Protection Legislation inconnection with this Agreement;

9.3.5

shall, except to the extent prohibited by applicablelaw, consult the other party in good faith as to thetiming, manner and content of any response to acomplaint from a data subject or approach by any
Regulatory Body in connection with compliance with
the Data Protection Legislation in connection withthis Agreement.

theshall not transfer Personal Data outside theEuropean Economic Area save in accordance with
the Data Protection Legislation;

10.

LIMITATION OF LIABILITY

10.1

Nothing in this Agreement limits any liability whichcannot legally be limited, including, but not limited to,liability for:10.1.1death or personal injury caused by negligence; and10.1.2

fraud or fraudulent misrepresentation.

10.2

Subject to clause 10.1:

10.2.1

BSI shall not be liable whether in tort (including fornegligence 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 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; and10.2.2

BSI's total aggregate liability in contract, tort(including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising inconnection with this Agreement shall be limited tothe total Charges paid or payable under thisAgreement.

10.3

This clause 10 shall survive termination of thisAgreement.

11.

CONFIDENTIALITY

11.1

Each party may be given access to confidential
information from the other party in order to perform its
obligations under this Agreement. A party's confidential
information shall not be deemed to include information
that:

11.1.1is or becomes publicly known other than through any
act or omission of the receiving party;

11.1.2was in the other party's lawful possession before thedisclosure;

11.1.3is lawfully disclosed to the receiving party by a third
party without restriction on disclosure; or11.1.4

is independently developed by the other party, which
independent development can be shown by written
evidence.

11.2

Subject to clause 11.3, each party shall hold the other'sconfidential information in confidence and not make theother's confidential information available to any third
party, or use the other's confidential information forany purpose other than the implementation of thisAgreement.

11.3

A party may disclose confidential information to theextent such confidential information is required to bedisclosed by law, by any governmental or otherregulatory authority or by a court or other authority ofcompetent jurisdiction, provided that, to the extent it islegally permitted to do so, it gives the other party asmuch notice of such disclosure as possible and, where
notice of disclosure is not prohibited and is given inaccordance with this clause 11.3, it takes into accountthe reasonable requests of the other party in relation to
the content of such disclosure.

11.4

The Customer acknowledges that its information may
be used by BSI on an anonymised basis without
limitation including compiling and publishing reports.
This clause 11.4 shall survive termination of thisAgreement, however arising.

12.

TERMINATION

12.1

Without affecting any other right or remedy available toit, either party to this Agreement may terminate themwith immediate effect by giving written notice to theother party if:

12.1.112.1.212.1.312.2

the other party commits a material breach of any
term of this Agreement which breach is irremediableor (if such breach is remediable) fails to remedy thatbreach within a period of 30 days after being notified
in writing to do so;

13.2

Termination of this Agreement shall not affect any of
the rights, remedies, obligations or liabilities of theparties that have accrued up to the date of termination,
including the right to claim damages in respect of any
breach of this Agreement which existed at or before thedate of termination.

14.

FORCE MAJEURE
BSI shall have no liability to the Customer under thisAgreement if it is prevented from or delayed inperforming its obligations under this Agreement, orfrom carrying on its business, by acts, events,
omissions or accidents beyond its reasonable control,
including, without limitation, strikes, lock-outs or otherindustrial disputes (whether involving the workforce of
BSI or any other party), failure of a utility service ortransport or telecommunications network, act of God,war, riot, civil commotion, malicious damage,compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or
sub-contractors, provided that the Customer is notifiedof such an event and its expected duration.

15.

VARIATION
No variation of this Agreement shall be effective unless
it is in writing and signed by the parties (or theirauthorised representatives).

16.

WAIVERNo failure or delay by a party to exercise any right orremedy provided under this Agreement or by law shallconstitute a waiver of that or any other right orremedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy. No single
or partial exercise of such right or remedy shall preventor restrict the further exercise of that or any other rightor remedy.

17.

the other party suspends, or threatens to suspend, orceases or threatens to cease to carry on all or asubstantial part of its business.

18.

ENTIRE AGREEMENT

18.1

This Agreement constitutes the entire agreement
between the parties and supersedes and extinguishes
all previous agreements, promises, assurances,
warranties,
representations
andunderstandings
between them, whether written or oral, relating to its
subject matter.

18.2

Each party acknowledges that in entering into thisAgreement it does not rely on, and shall have noremedies in respect of, any statement, representation,
assurance or warranty (whether made innocently or
negligently) that is not set out in this Agreement.

19.

ASSIGNMENT AND SUBCONTRACTING

19.1

The Customer shall not, without the prior writtenconsent of BSI, assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or
obligations under this Agreement, such consent may be
withheld in BSI's sole discretion.

Without affecting any other right or remedy available toit, BSI may terminate this Agreement with immediate
effect by giving written notice to the Customer if the
Customer fails to pay any amount due under thisAgreement on the due date for payment.
CONSEQUENCES OF TERMINATION

13.1

On termination of this Agreement:

13.1.2any provision of this Agreement that expressly or by
implication is intended to come into or continue inforce on or after termination of this Agreement shallremain in full force and effect.

the other party takes any step or action in connection
with its entering administration, provisionalliquidation, 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 for the
purpose of a solvent restructuring), having a receiverappointed 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; or

13.
13.1.113.1.3the Customer shall immediately pay to BSI all of BSI's
outstanding 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;
BSI shall on request return all Customer Materials not
used up in the provision of the Services;

SEVERANCE
If any provision or part-provision of this Agreement isor becomes invalid, illegal or unenforceable, it shall bedeemed deleted, but that shall not affect the validity
and enforceability of the rest of this Agreement.

19.2

BSI may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of
its rights or obligations under this Agreement.

20.

NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall
operate to create a partnership between the parties, orauthorise either party to act as agent for the other, andneither party shall have the authority to act in the nameor on behalf of or otherwise to bind the other in any
way (including, but not limited to, the making of any
representation or warranty, the assumption of any
obligation or liability and the exercise of any right or
power).

21.

THIRD PARTY RIGHTS
These Agreement does not confer any rights on any
person or party (other than the parties to thisAgreement and, where applicable, their successors andpermitted assigns) pursuant to the Contracts (Rights ofThird Parties) Act 1999.

22.

NOTICES

22.1

Any notice required to be given under this Agreement
shall be in writing and shall be delivered by hand or
sent by post or email to the other party at its address
set out in this Agreement, or such other address as
may have been notified by that party for such
purposes.

22.2

A correctly addressed notice sent by pre-paid first-classpost or recorded delivery post shall be deemed to havebeen received at the time at which it would have beendelivered in the normal course of post. A notice sent
email shall be deemed to have been received at thetime of transmission (as shown by the time sent inrespect of an email).

23.

GOVERNING LAWThis Agreement and any dispute or claim arising out ofor in connection with it or its subject matter orformation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with(i) the laws of Ireland where the BSI contracting entity(as set out in the Proposal) is for BSI Professional
Services (Ireland) Limited, and (ii) with the laws ofEngland and Wales where the BSI contracting entity (asset out in the Proposal) is for BSI Professional Services(UK) Limited.

24.

JURISDICTION
Each party irrevocably agrees that (i) where the BSI
contracting entity (as set out in the Proposal) is BSI
Professional Services (Ireland) Limited the courts of
Ireland shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with thisAgreement or its subject matter or formation (including
non-contractual disputes or claims); and (ii) where the
BSI contracting entity (as set out in the Proposal) is BSI
Professional Services (UK) Limited the courts ofEngland and Wales shall have exclusive jurisdiction tosettle any dispute or claim arising out of or inconnection with this Agreement or its subject matter orformation (including non-contractual disputes orclaims).