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

2.

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.

e.

f.

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.

g.

3.

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.

4.

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.

5.

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 the Client
Terms and/or this Agreement (as the case may be)
and/or where the Auditee utilises the Services in amanner that may be misleading or that may bring BSI
into disrepute.

6.

The Auditee shall:a. cooperate with BSI in all matters relating to theServices;b. appoint a manager for the Services who shallhave the authority to seek approval from the
Client with respect to any amendments to thisAgreement.
c. provide BSI, its agents, subcontractors,
consultants and employees, in a timely mannerand at no charge, access to the Auditee’s
premises, office accommodation, personnel, dataand other facilities as required by BSI for the
performance of the Services;d. provide BSI, its agents, subcontractors,
consultants and employees, in a timely mannerand at no charge, access to the Auditee’s
premises, office accommodation, personnel, dataand other facilities as required by BSI for an
unannounced audit if so required to comply with
Clause 2;h.

provide to BSI in a timely manner all Audit
Materials reasonably required by BSI inconnection with the Services and ensure thatthey are accurate, complete and current;
provide details of all health and safety andsecurity requirements that apply at any of the
Auditee’s premises two weeks before BSI is due
to enter the premises;
obtain and maintain all necessary licences andconsents and comply with all relevant legislation
as required to enable BSI to provide 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 or continued
provision of the Services, or which if left
unattended may cause BSI to be in breach ofClause 2.

7.

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

8.

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 shall be allowed an
extension of time to perform its obligations equal tothe delay caused by the Client and/or Auditee. In
such circumstances BSI shall have no liability inrespect of such 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.

9.

For the avoidance of doubt, BSI shall not be in breachof its obligations in this Agreement if BSI is unable toaccess the Auditee’s premises to conduct the Services
or, if, in BSI’s reasonable belief, the Client and/or
Auditee 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 inthe provision of the Services and shall invoice Clientor the Auditee (as the case may be) for any additional
fees and charges incurred as a result of such delay.

10. No variation of this Agreement shall be effective
unless it is in writing and signed by the authorised
representatives of the Parties. If the Auditee wishes
to make a change to the scope or execution of the

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Supplier Audit (2nd Party) (Auditee) Terms of Service
Services it shall notify the Client and seek the Client’s
prior approval for such proposed changes, and shallprocure that the Client communicates such proposedchanges to BSI and provides as much detail as BSI
reasonably requires of the proposed changes,
including the timing of the proposed changes. For the
avoidance of doubt, all proposed changes
communicated to BSI shall be deemed to have been
approved by the Client and BSI has no obligation to
independently verify whether any changes proposedby the Auditee has been approved by the Client.

any deduction or withholding of tax as required bylaw).
15. In relation to the Deliverables, BSI shall retain
ownership of all Intellectual Property Rights in the
Deliverables, excluding the Audit Materials. BSI grants
the Auditee a limited right to disclose the Deliverables
to the Client subject to the Auditee’s undertaking that
the Auditee will not disclose the Deliverables in a form
that is amended, abridged or presented in any way
other than that issued in final form by BSI. Auditee
agrees to indemnify and hold harmless BSI against all
costs, losses including reasonable legal fees andproceedings suffered or incurred by BSI arising out ofor relating to a third party’s reliance on a reportdisclosed by Auditee (except where such disclosure isto the 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 noother rights to use the Deliverables are granted to the
Auditee pursuant to this Agreement.

11. Notwithstanding Clause 10, the Auditee shall procurethat the Client provides BSI with at least thirty (30)days’ prior written notice of the Auditee’s intention tochange the Performance Dates, failing which the
Client and/or Auditee (as the case may be) shall be
liable for the Fees regardless of whether the Services
are performed on the newly requested Performance
Dates, as well as other costs and penalties associatedwith the change.
12. If BSI and the Client are unable to agree on changes
pursuant to Clause 10, BSI may immediately
terminate this Agreement by giving the Auditee noticein writing.
13. The fees for the Services shall be paid in accordancewith the Agreement (“Fees”). Where the Agreement
provides that the Auditee is responsible for paying theFees:
a. The Auditee shall pay each invoice submitted to it
by BSI within thirty (30) days of receipt of suchinvoice by way of electronic transfer to theaccount detailed on the invoice issued by BSI.
b. Without prejudice to any other right or remedy
that it may have, if the Auditee fails to pay BSI
any sum due under this Agreement on the due
date:i. the Auditee shall pay interest on the overdue
sum from the due date until payment of theoverdue sum, whether before or after
judgment. Interest shall accrue each day at
2.5% a year above the Bank of England’sbase rate from time to time;ii. BSI may suspend all or part of the Services
until payment has been made in full; and/oriii. BSI may terminate this Agreement withimmediate effect by giving the Auditee
written notice.
14. All sums payable to BSI under this Agreement are
exclusive of any applicable taxes and surcharges,
which the Auditee shall in addition pay an amountequal to any applicable taxes and surcharges; andpayments shall be paid in full without any set-off,counterclaim, deduction or withholding (other than

16. Nothing contained in this Agreement shall restrict aparty from the use of any general ideas, concepts,
know-how, methodologies, processes or techniques
retained in the unaided mental impression of suchparty’s personnel relating to the Services that either
party, individually or jointly, develops or discloses
under this Agreement, provided that in doing so suchparty does not (a) breach its obligations with respect
to 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 thisAgreement nor any disclosure made hereunder grants
any licence of a Party’s the Intellectual Property
Rights to the other Party. This clause shall survive
termination and expiration of this Agreement.
17. The Auditee (a) warrants that the receipt and use of
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 or consequential
losses, loss of profit, loss of reputation and allinterest, penalties and legal costs (calculated on a fullindemnity basis) and all other professional costs andexpenses suffered or incurred by BSI arising out of orin connection with any 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 thisSupplier Audit (2nd Party) (Auditee) Terms of Service
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Supplier Audit (2nd Party) (Auditee) Terms of Service
Agreement of the Audit Materials; and (ii) any third
party’s reliance on the Deliverables that are disclosedby the Auditee (whether or not disclosed with BSI’s
prior written consent).

negotiation, conclusion or the performance of thisAgreement or any related agreement.

18. The Auditee warranties and undertakes that:a. it will not, and will ensure that its affiliates andtheir respective 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 relatedagreement 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 toensure its own compliance with all applicableanti-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 Auditee
further warrant and undertake 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;
d. it shall promptly notify BSI if it becomes aware ofor has any difficulties in its anti-bribery and anticorruption obligations that would amount to abreach of this Agreement or any applicable antibribery laws;e. 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; 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 apublic official, any undue gift or benefit, be it
monetary or other, with regard to thenegotiation, conclusion or the performance of
this Agreement or any related agreement.
19. The Auditee shall promptly notify BSI if it becomesaware 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

20. In the case that the Auditee provides any undue gifts
or benefits with regard to the negotiation, conclusionor the performance of this Agreement or any relatedagreement, in violation of Clauses 18 or 19, BSI may
terminate this Agreement with immediate effect bygiving notice to the Auditee.
21. 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”). The Auditee grants
BSI an irrevocable, unlimited and royalty-free licence
to use the Personal Data provided to BSI for the
purposes of delivering the Services.
22. 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 maintainin strict confidence all Confidential Information of theDisclosing Party identified by the Disclosing Party or
where it ought reasonably to be known as
Confidential Information, whether in oral, written,
graphic or electronic form.
23. 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 to whom disclosure is to be made on aneed-to-know basis, hold the Confidential Informationin 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 and consultants) at least
use the same standard of care as the Receiving Party
uses to protect its own Confidential Information of asimilar nature from unauthorised 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 theDisclosing Party.
24. The obligations contained in Clause 23 shall not apply
if:a. the Confidential Information was already known
to the Receiving Party, other than under anobligation of confidentiality, at the time of
disclosure by the Disclosing Party;b. the Confidential Information was generally
available to the public or otherwise part of the

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Supplier Audit (2nd Party) (Auditee) Terms of Servicec.

d.

public domain at the time of its disclosure to the
Receiving Party;
the Confidential Information was disclosed to the
Receiving Party, other than under an obligationof confidentiality, by a third party who had no
obligation to the Disclosing Party not to disclosesuch information to others; orthe disclosure or use is required by law, any
regulatory body or the rules and regulations of
any recognised stock exchange, provided thatprior 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 aview to providing it/them with the opportunity tocontest such disclosure or use.

by the Payor. This limitation of BSI’s liability willsurvive termination of this Agreement.
29. 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.

25. Upon the expiration or termination of this Agreement
for any reason whatsoever, BSI shall retain the
Auditee’s Confidential Information for a period of six(6) years and delete it thereafter and will not use or
disclose the Auditee’s Confidential Information
exception in the following situations:a. for the purposes of exercising or performing its
obligations under this Agreement;b. to the extent required by law, any governmental,
regulatory or accreditation authority, or court inany jurisdiction; orc. 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
to delete any Auditee Confidential Information that
BSI is required to retain under applicable laws.
26. 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.
27. Subject to Clause 26, 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 howeverarising, even if BSI has been advised of the risk ofsuch damages.
28. 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

30. Without affecting any other right or remedy available
to it, either party to this Agreement may terminate
this Agreement with immediate effect by giving
written notice to the other party if:
a. the other party commits a material breach of any
term of this Agreement which breach isirremediable or (if such breach is remediable)
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 orderof the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to anyof its assets or ceasing to carry on business or, if
the step or action is taken in another jurisdiction,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 carryon all or a substantial part of its business;d. the Client challenges the validity or ownership of
any BSI’s Intellectual Property Rights;
e. a party has reasonable grounds for believing thatthe other party is not in compliance with any
applicable laws;f.
the Client Terms has been terminated and BSI is
no longer able to perform the Services;g. if, in the reasonable opinion of BSI, the Auditee
acts in such a manner that may bring BSI into
disrepute;h. the Payor fails to pay any amount due under the
Client Terms and/or this Agreement (as the casemay be) on the due date for payment; ori.
there is a change of control of the Auditee.
31. For the purposes of this Agreement, material breachmeans a breach (including an anticipatory breach)that is serious in the widest sense of having a serious
effect on the benefit which the terminating Party
would otherwise derive from a substantial portion ofthis Agreement. In deciding whether any breach ismaterial no regard shall be had to whether it occurs

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by some accident, mishap, mistake or
misunderstanding.

time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner withany or all of its rights under this Agreement.

32. On termination or expiry of this Agreement, andwhere the Auditee is the Payor, the Auditee shallimmediately pay to BSI all of BSI’s outstanding
unpaid invoices and interest and, in respect of theServices supplied but for which no invoice has been
submitted, BSI may submit an invoice, which shall bepayable immediately on receipt.

36. 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.

33. 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.
34. 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-performancecontinues for sixty (60) days, the Party 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 of any 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 ofquarantine or other prohibition or restrictive orders by
any governmental or public authority; (c) war,
terrorism, invasion, or act of insurgency; (d) nationalor regional emergency; (e) strikes, labour stoppages
or slowdowns or other industrial disturbances, riot orother civil unrest; (f) embargoes or blockades, 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 other 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.
35. This Agreement is personal to the Auditee and the
Auditee may not assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in
any other manner with any of its rights andobligations under this Agreement. BSI may at any

37. 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 otherright or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy
provided under this Agreement or by law shallprevent or restrict the further exercise of that or any
other right or remedy.
38. The rights and remedies provided under thisAgreement are in addition to, and not exclusive of,any rights or remedies provided by law.
39. If any provision or part-provision of this Agreement isor becomes invalid, illegal or unenforceable, it shallbe deemed deleted, but that shall not affect thevalidity and enforceability of the rest of thisAgreement. If any provision or part-provision of thisAgreement is deemed deleted, the Parties shallnegotiate in good faith to agree a replacement
provision that, to the greatest extent possible,
achieves the intended commercial result of theoriginal provision.
40. This Agreement, including the Schedules attachedhereto, constitutes the entire agreement between theParties with respect to the subject matter hereof andsupersedes 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 haveno remedy in respect of, any statement,
representation, warranty or understanding that is not
set out in this Agreement.
41. If there is an inconsistency between any of theprovisions of this Agreement and the provisions ofany 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.

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Supplier Audit (2nd Party) (Auditee) Terms of Service
the Client or the Auditee, which are provided by the
Client and/or the Auditee to BSI in connection with
the Services.

42. Nothing in this Agreement is intended to, or shall bedeemed to, establish any partnership or joint venture
between any of the Parties, constitute any Party theagent of another Party, or authorise any Party tomake or enter into any commitments for or on behalfof any other Party. Each Party confirms it is acting on
its own behalf and not for the benefit of any otherperson.

Auditee: refers to the 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.

43. This Agreement shall be binding on, and enure to thebenefit of, the Parties to this Agreement and theirrespective personal representatives, successors andpermitted assigns, and references to any Party shall
include that Party’s personal representatives,
successors and permitted assigns.

Client: means the entity instructing BSI to performthe Services on the Auditee and as identified in theAgreement.

44. 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 aclass of persons so named, referred to, or identified,in this Agreement) shall have not have any rights
under or in connection with it.
45. 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.

Client Terms: means the agreement to be enteredinto between BSI and the Client which sets out theterms on which BSI will be conducting the Services
vis-à-vis the Client.
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.

46. 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.
47. The law of England governs this Agreement and theEnglish courts have non-exclusive jurisdiction to settle
any disputes or claims arising out of it.

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
to apply) for, and renewals or extensions of, suchrights 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.
Service: means the audit services to be conductedby BSI on the Auditee as described in the Agreement.

48. Except as otherwise specified herein, the following
terms shall have the following definitions:
Agreement: means these Supplier Audit (2nd Party)(Auditee) Terms of Service, Contract for Services (orProposal), Client Details, Executive Summary of Fees(or equivalent), 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

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