Sourcing Agent Terms and Conditions
In these Sourcing Agent Terms and Conditions, the following terms shall have the following meanings:
"Certified Logo" has the meaning given in clause 4.1.16;
"Communication Service"means the communication service provided by NSG;
"Content" means all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Sourcing Agent to NSG or any Group Company on the Website(s);
"Contract" or"Agreement"means a contract for Services between NSG and the Sourcing Agent governed by these Sourcing Agent Terms and Conditions and the Registration Form;
"DPA" means any applicable legislation or regulation in force in the United Kingdom from time to time including the Data Protection Act 1998 (or any subsequent legislation including the General Data Protection Regulation (Regulation (EU) 2016/679)) or any regulations statutory instruments made under such legislation;
"Fees" means the amounts due to NSG (or any Group Companies) by the Sourcing Agent under the Contract and set out in or calculated in accordance with the Registration Form (or as varied from time to time in accordance with clause5.9);
"Free Trial Period"means 30 days from the Start Date;
"Force Majeure Event" means an event beyond the reasonable control of the party affected by it;
"Group" means any holding company or companies and any subsidiary undertaking(s) of
National Property Auctions and"Group Company"and"Group Companies"means any one or more of such companies;
"Initial Term" means an initial term of 3 months from the end of the Free Trial Period, unless specified otherwise in the Registration Form or agreed by NSG and the Sourcing Agent in writing;
"Logo" means the NSG group logos or any other logo (including but not limited to the Certified Logo) as NSG or any Group Company may from time to time provide electronically to the Sourcing Agent;
"Personal Data" means as the same is defined by the DPA;
"Registration Form" means the registration form on the Website(s) for Services (as agreed, amended or added to from time to time by a Services Amendment Form or otherwise by the parties in writing completed by the Sourcing Agent on registration) indicating the Services to be provided under the Contract;
"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
"Renewal Term" means a period of 3 months starting from the date the Sourcing Agent uploads any Content to the Website(s). For the avoidance of doubt, a new Renewal Term shall commence each time the Sourcing Agent Uploads Content to the Website(s);
"Services" means the services to be provided by NSG (or its Group Companies) via the Website(s) and which may include but is not limited to:
(a) a process facilitating the upload by the Sourcing Agent of property or investment opportunity details (including images) to the Website(s);
(b) displaying the Sourcing Agent’s properties or investment opportunities on the Website(s);
(c) the provision of access by investors to the Website for the viewing of Content;
(d) the provision of advertising services to the Sourcing Agent;
(e) the Communication Service;
(f) the provision of information to the Sourcing Agent regarding their Content and views of such Content; and
(g) any other services provided by NSG from time to time.
"Services Amendment Form" means a services amendment form, additional products or Registration Form or any other form provided by NSG and signed by the Sourcing Agent indicating an amendment or addition to the type or level of Services set out in the Registration Form;
"NSG" or the "Company" means National Property Auctions, a company incorporated in Scotland with Company No. SC581574 whose Registered Office is at 18 Woodside Place Glasgow G3 7QL;
"Sourcing Agent" means an estate agent and/or commercial property agent who uploads properties and/or investment opportunities to the Website(s);
"Sourcing Agent Code of Conduct"
"Sourcing Agent Investor Contract"means the standard Sourcing Agent Investor Contract terms (as amended from time to time by NSG) available on request from NSG;
"Start Date" a start date for the Contract as may be specified in the Registration Form or upon ate of first entry in the National Property Auctions web site or any other GROUP web site;
"Upload Systems" means any system made available by NSG to the Sourcing Agent to facilitate the supply of Content to the Website(s);
"Working Day" means any day other than Saturday and Sunday and Bank Holidays;
- Contract between the Sourcing Agent and NSG
2.1 No Contract shall subsist until (a) unless waived by NSG, a Registration Form completed by the Sourcing Agent is received by NSG (or a Group Company) and until (b) the later of the Start Date (if any) and NSG (or any Group Company) commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise) whereupon NSG and the Sourcing Agent shall be deemed to have entered into a legally binding Contract on these Sourcing Agent Terms and Conditions.
2.2 The Contract shall be between NSG and the Sourcing Agent and shall comprise the Registration Form, these Sourcing Agent Terms and Conditions to which the Sourcing Agent is subject which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions (whether between the Sourcing Agent and NSG or the Sourcing Agent and another Group Company) and all other terms and conditions (including any which the Sourcing Agent purports to apply under any purchase order, confirmation of order or other document).
2.3 In the event of any conflict between these Sourcing Agent Terms and Conditions and the Registration Form, these Sourcing Agent Terms and Conditions shall prevail.
2.4 All Contracts between NSG (or any Group Company) and a Sourcing Agent shall be governed by these Sourcing Agent Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by NSG.
2.5 From time to time, NSG may amend these Sourcing Agent Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Sourcing Agent. Any changes will be posted on the Website(s) and become effective at the time of posting.
2.6 NSG reserves the right to reject any Registration Form and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes (i) that party is not providing the services of a Sourcing Agent, (ii) that the quality of its Content is not or will not be of a professional standard commensurate with that of its Sourcing Agents generally, (iii) that the relevant third party is not able or likely to comply with the Sourcing Agent Code of Conduct and/or (iv) does provide the information and documents required by the Registration Form to the satisfaction of NSG.
3.1 Subject to these Sourcing Agent Terms and Conditions, NSG (or any Group Company as NSG may determine) will provide the Sourcing Agent with the Services.
3.2 NSG may vary the Services from time to time with or without notice to the Sourcing Agent.
- Content and Obligations
4.1 The Sourcing Agent warrants and represents that:
4.1.1 it is and qualifies as a Sourcing Agent and that it does not act as a consumer or an investor in relation to the Contract;
4.1.2 any individual who has signed and/or otherwise agreed to these Sourcing Agent Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Sourcing Agent;
4.1.4 Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom, will not be defamatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
4.1.5 Content will not contain any promotion of the Sourcing Agent or any third party, including but not limited to any advertisements of any products or services offered by the Sourcing Agent or any third party, except for its own logo without written approval by NSG.
4.1.6 Any Content shall be exclusive to NSG for a period of 14 working days
from the date the Content is uploaded on the Website(s) (Exclusivity Period). During the Exclusivity Period the Sourcing Agent shall not upload, advertise, email or display the Content on any other websites or via email to their own client databases and shall not communicate the Content to any third party unless otherwise agreed in writing prior to upload date;
4.1.7 it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Sourcing Agent’s knowledge and belief and the Sourcing Agent shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as NSG shall reasonably require identifying and remedy any unauthorised use of Content;
4.1.8 within no more than 1 Working Day of (i) a property going "under offer", (ii) a sale contract being entered into in respect of a property, or (iii) the property being taken off the market, the Sourcing Agent will either alter the status of the property details in the upload provided to NSG so that it may be displayed as "under offer" or "sold" as appropriate on the Website(s) or will remove the property from the upload provided to NSG so that it is no longer displayed on the Website(s);
4.1.9 it has the authority to market the properties in the Content;
4.1.10 it holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the Content and has authority to and grants NSG (and its Group Companies) a licence of the Content on the terms set out in clause 4.2;
4.1.11 it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
4.1.12 it has full liability insurance and shall on demand provide a copy of such insurance to NSG;
4.1.13 it will promote and encourage the use of the Communication Service and NSG’s preferred suppliers to investors;
4.1.14 it shall not use NSG’s name, the name of any Group Company or any Logos, trade or services marks of NSG or the Group in a defamatory or derogatory manner or in any way that might bring NSG, the Group or its directors or employees into disrepute;
4.1.15 it will abide by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Sourcing Agents including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Regulations2008;
4.1.16 it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by NSG from time to time. The Sourcing Agent agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information;
4.1.17 it does and will all always whilst the Contract remains in force comply in all respects with the Sourcing Agent Code of Conduct and will otherwise act in an ethical and reasonable manner in dealing with both NSG and its customers and investors;
4.2 The Sourcing Agent grants NSG and the Group a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Sourcing Agent agrees that NSG and any Group Company may, but shall not be required to, identify the Sourcing Agent as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.
4.3.1 may in its absolute discretion, at any time and without notice to the Sourcing Agent remove, cause to be removed or decline to display any Content on the Website(s);
4.3.2 may without prejudice to NSG’s right as set out in 4.3.1 above, require the Content to be amended at any time if NSG considers or has reason to believe that the Sourcing Agent is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise.
4.4 The Sourcing Agent acknowledges and agrees that:
4.4.1 it will continue to be bound by these Sourcing Agent Terms and Conditions irrespective of whether (i) the individual who has signed and/or agreed to the Sourcing Agent Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Sourcing Agent or subsequently ceases to be authorised to act on behalf of the Sourcing Agent, or (ii) the whole or substantially whole of the Sourcing Agent’s assets are sold or transferred to a different legal entity;
4.4.2 neither NSG nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but NSG reserves the right for itself (and the Group) to do so;
4.4.3 neither NSG nor any Group Company is responsible for any error or omissions in any Content;
4.4.4 as part of the Services the Sourcing Agent may be provided with access to data including that derived from the Content and data provided by NSG’s other Sourcing Agents and other third parties. NSG takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Sourcing Agent as, comprehensive but an aggregation of the content and data available to NSG at the time of provision and available to the Sourcing Agent;
4.4.5 technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website(s) or to the Upload Systems. NSG makes no representation or warranty that the Website(s), the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will befree from error and while NSG will make reasonable endeavours to notify the Sourcing Agent in advance, it may suspend temporarily or alter the operation of the Website(s), Services or the Upload System without notice to the Sourcing Agent;
4.4.6 it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
4.4.7 transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither NSG nor any Group Company shall be responsible;
4.4.8 that any relationship between the Sourcing Agent and an investor shall be governed by the Sourcing Agent Investor Contract and no other legal terms shall apply;
4.4.9 NSG may limit the number of photographs that may be displayed by the Sourcing Agent to 10 images per property;
4.4.10 in providing the Services, and in order to provide information of other NSG products and services, NSG and the Group Companies may, unless otherwise agreed in writing by NSG and the Sourcing Agent, contact the Sourcing Agent by electronic means, including e-mail and other electronic media and the Sourcing Agent shall maintain a valid working e-mail address and shall immediately notify the Company of any change of e-mail addresses;
4.4.11 all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website(s) vest in NSG and/or its licensors/sub-contractors and that the Sourcing Agent has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract; and
4.4.12 it shall not contact or deal with any of NSG`s suppliers and/or any affiliate or subsidiary or parent undertaking thereof in any manner whatsoever with a view to sourcing investors and/or buyers for any property which forms part of the Content uploaded by it on to the Website(s).
4.5 The Sourcing Agent shall not, during the term of the Contract and for a period of 1 year after termination:
4.5.1 set-up or have any interest in any business that competes with NSG in the UK and/or internationally;
4.5.2 (subject to clause 4.1.6) use any other website (except for its own website) to display the Content unless approved in writing by NSG; and
4.5.3 enter into any joint venture arrangement with any investors. Connected person:
Please note that the vendor is a connected person under the terms of the Estate Agents Act 1979.
4.6 The Sourcing Agent shall ensure where possible that all communications in respect of the Content to an investor are directed through the Communication Service, and the Sourcing Agent shall not contact the investors directly or indirectly through any other medium (unless otherwise authorised by NSG).
4.7 The Sourcing Agent shall ensure that it uses the Sourcing Agent Investor Contract when dealing with investors and the Sourcing Agent shall not use or agree to any other terms.
4.8 Any third party, purporting to act as agent for or on behalf of a prospective Sourcing Agent, contracting with NSG for the provision for Services warrants and represents that it has the full and valid authority of that prospective Sourcing Agent to bind it and to the extent that (i) that third party exceeds its authority, and/or (ii) the prospective Sourcing Agent refuses to such pay any Fees or charges that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
4.9 The Sourcing Agent shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Sourcing Agent’s use of the Services unless expressly agreed in writing by NSG.
5.1 Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Sourcing Agent in accordance with these Sourcing Agent Terms and Conditions.
5.2 NSG (or any Group Company as NSG may determine) shall invoice the Sourcing Agent monthly in advance on or around the day they were authorised onto the Website(s) and the invoice shall become payable immediately on the invoice date. The Sourcing Agent shall pay the Fees to NSG by credit or debit card or direct debit (or by such other method as may be agreed inwriting by NSG) on the due date to such account as NSG may from time to time advise and where payment is to be made by credit or debit card or direct debit the Sourcing Agent hereby authorises NSG (or a Group Company on its behalf) to collect the payment and/or charge the relevant credit or debit card on the due date. Where a Sourcing Agent pays NSG by credit or debit card, if a credit or debit card provided to NSG expires or is cancelled, the Sourcing Agent shall within 1 Working Day of such expiry or cancellation provide NSG with details of an alternative credit or debit card.
5.3 If the Sourcing Agent fails to pay any amount due to NSG (or any Group Company) by the due date for payment then:
5.3.1 NSG on behalf of itself and the Group reserves the right to charge interest on any outstanding amounts at the rate of 4% per month above Bank of England Plc’s base lending rate in force from time to time or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
5.3.2 without prejudice to any other right or remedy available to NSG, NSG shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 8.6 or 8.8 respectively), remove any reference or prevent access to the Content submitted to the Website(s)without notice to the Sourcing Agent and until payment of all outstanding Fees is made in full.
5.4 NSG reserves the right to charge the Sourcing Agent its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
5.5 NSG reserves the right to require the Sourcing Agent to pay a deposit before making the Services available to the Sourcing Agent. If a deposit is required, it shall be repaid by NSG to the Sourcing Agent on termination of the Contract, subject to NSG being permitted to offset any amounts due from the Sourcing Agent under the Contract against any such deposit repayment.
5.6 NSG reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by credit or debit card.
5.7 NSG reserves the right to charge any Sourcing Agent an administration fee of £250 if having terminated one Contract with NSG they wish to enter into another Contract with NSG or the Group within 12 months of the termination.
5.8 NSG does not guarantee the quality or quantity of any investors who contact the Sourcing Agent via the Website(s) it provides to its Sourcing Agents. No refunds or credits will be given by NSG for failure of the display of content on the Website(s) resulting in the sale of, or any interest in the purchase of any properties or investment opportunities displayed by a Sourcing Agent.
5.9 Without prejudice to the generality of clause 2.5, and in addition to clauses 4.4.3 and 4.4.8, NSG reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Sourcing Agent. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
6.1 All warranties, conditions, representations or other terms implied by statute or common law in relation to the Website(s) and any Services provided to the Sourcing Agent by NSG (or any Group Companies) are excluded to the fullest extent permitted by law.
6.2 Neither NSG nor any Group Companies shall be liable to the Sourcing Agent under or in connection with the Contract for any loss of business, contracts, profits, anticipated profits, savings or data, or for damage to hardware and software, or for any indirect, special or consequential loss or damage whatsoever.
6.3 Except as provided in clause 6.4, the total liability of NSG and the Group to the Sourcing Agent for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors, employees, agents or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by the Sourcing Agent in the three months immediately preceding the month in which the Sourcing Agent incurred the loss or damage occasioning such liability to NSG or any Group Companies.
6.4 Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligence of NSG or the Group or for fraud or any other liability that cannot be excluded or limited by law.
6.5 Neither NSG nor any Group Company shall be liable for any liability caused by the Sourcing Agent’s breach of the Contract.
6.6 Neither NSG nor any Group Company shall be liable to the Sourcing Agent for any liability of whatsoever nature incurred because of the Sourcing Agent using, altering or manipulating any data provided by NSG or changing the way such data is represented.
6.7 The Sourcing Agent accepts full liability for and shall indemnify NSG (and the Group) on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by NSG (and the Group) in relation to any third party claim arising from the Content or misuse by the Sourcing Agent of the Services or as a result of any conduct of the Sourcing Agent (whether in breach of the Contract or otherwise) which results in damage to the reputation of NSG or its investors or customers except to the extent that the foregoing results directly from the negligence of NSG (or any Group Company). The indemnity contained in this clause 6.7 is without limitation or prejudice to any other remedy which may be available to NSG and NSG reserves the right to choose to pursue the Sourcing Agent in any manner which it sees fit.
6.8 The Sourcing Agent agrees that this clause 6 is fair and reasonable.
NSG and the Sourcing Agent agree to keep all Confidential
Information that is obtained about the other strictly confidential."Confidential Information"means any information or matter concerning the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.
- Term and Termination
8.1 This agreement shall commence in accordance with clause 2.1 and shall continue unless terminated in accordance with this clause 8.
8.2 NSG shall be entitled to terminate the contract by serving at least 30days written notice on the Sourcing Agent at any time.
8.3 Subject to clause 8.4, the Sourcing Agent shall be entitled to terminate the Contract by serving 6 months written notice on NSG or by serving 1 days’ written notice on NSG during the Free Trial Period.
8.4 The Sourcing Agent may not serve notice to terminate the Contract during the Initial Term or any Renewal Term.
8.5 Either party may terminate the Contract immediately upon written notice to the other party if the other party
8.5.1 commits any material or persistent breach of the Contract (or in the case of a Sourcing Agent, and/or the Sourcing Agent Code of Conduct (and whether a breach of the Sourcing Agent Code of Conduct has occurred shall be at the absolute discretion of NSG) and, in the case of breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied;
8.5.2 has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or
8.5.3 if the other party is subject to a Force Majeure Event that continues for longer than one month;
8.6 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, NSG (or any Group Companies on its behalf) may immediately terminate the Contract if the Sourcing Agent commits any breach of the terms of the Contract.
8.7 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, NSG (or any Group Companies on its behalf) may immediately terminate the Contract if any act or omission of the Sourcing Agent in the reasonable opinion of NSG diminishes the relationship between the Sourcing Agent and NSG or any investor or the reputation of NSG.
8.8 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, NSG (or any Group Companies on its behalf) may immediately, suspend provision of the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Sourcing Agent breaches any terms of the Contract.
8.9 NSG shall be entitled to notify any investors or other sourcing Agents of the termination of this Contract.
- Effect of termination
9.1 On termination of the Contract for whatever reason:
9.1.1 all Fees and any other sums due from the Sourcing Agent to NSG (or any Group Companies) shall immediately become payable and the Sourcing Agent shall immediately pay NSG such sums in full. For the avoidance of doubt, where the Contract has an Initial Term or Renewal Term, all Fees payable in respect of any unexpired period or such Initial Term or Renewal Term shall become payable in full on termination of the Contract;
9.1.2 the licences referred to in clause 4.4.11 shall immediately terminate; and
9.1.3 the Sourcing Agent shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems.
9.2 Termination or suspension shall not affect the accrued rights or liabilities of NSG, or any Group Companies or the Sourcing Agent nor, in the case of termination, any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect thereto.
9.3 Any Content uploaded by the Sourcing Agent to the Website prior to termination shall, at the absolute discretion of NSG, remain on the Website. NSG may continue communicating such Content to any of its business contacts. Any property transactions that have commenced through the Web site prior to termination of this agreement shall (at the request of NSG) be concluded exclusively on the Website.
- Force majeure
Neither NSG (or any Group Companies) nor the Sourcing Agent shall be liable for any delay or non-performance under the Contract caused by a Force Majeure Event provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Contract.
- Data Protection
11.1 The Sourcing Agent, and subject to clause 11.2 NSG, shall comply with the DPA and any subsequent legislation in relation to use of Personal Data obtained from users of the Website(s), shall only use that Personal Data for the specific purpose(s) it was obtained for and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.
11.2 The Sourcing Agent warrants and represents that, to the extent that it provides NSG directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual’s consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to NSG and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services. Sourcers will ensure compliance in line with GDPR ruling 2018 and have taken all measure to ensure compliance is met and will notify NSG should this be breached.
- Compliance with Relevant Requirements
12.1 The Sourcing Agent shall:
12.1.1 comply with the Relevant Requirements;
12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
12.1.3 have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 & Criminal Finances Act 2017, to ensure compliance with the Relevant Requirements and clause 12.1.2, and will enforce them where appropriate;
12.1.4 promptly report to NSG any request or demand for any undue financial or other advantage of any kind received by the Sourcing Agent in connection with the performance of the Contract;
12.1.5 immediately notify NSG (in writing) if a foreign public official becomes an officer or employee of the Sourcing Agent and the Sourcing Agent warrants that it has no foreign public officials as officers or employees at the date of the Contract);
12.1.6 on NSG’s request, certify to NSG in writing signed by an officer of the Sourcing Agent, compliance with this clause 12 by the Sourcing Agent. The Sourcing Agent shall provide such supporting evidence of compliance as NSG may reasonably request.
12.2 Breach of this clause 12 shall be deemed a material breach.
12.3 For the purpose of this clause 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections6(5) and 6(6) of that Act and section 8 of that Act respectively.
13.1 Nothing in these Sourcing Agent Terms and Conditions shall be deemed to create an exclusive arrangement between the Sourcing Agent and NSG (or any Group Companies) nor any agency, partnership or joint venture between the parties.
13.2 The Sourcing Agent may not assign, transfer or dispose of the benefit or burden of the Contract without the prior written consent of NSG.
13.3 If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
13.4 No failure or delay by NSG (or any Group Company on its behalf) or the Sourcing Agent in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the Contract shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of the Contract.
13.5 Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office or principal place of business, faxed to its facsimile number set out on the Registration Form or nominated email address set out on the Registration Form. Any notice or document shall be deemed to have been served (i) if delivered, at the time of delivery, (ii)if posted, two Working Days after it was put into the post, or (iii) if sent by facsimile or e-mail at the time of despatch. In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first-class letter or that the facsimile or e-mail message was properly addressed and despatched.
13.6 No person other than the parties to the Contract and members of NSG’s Group have any rights under the Contracts (Rights of Third Parties) Act1999 to enforce any term of the Contract. This does not affect any right or remedy of any third party that exists or is available apart from that Act.
13.7 The Contract shall be governed by and construed in accordance with Scottish law and NSG and the Sourcing Agent submit to the exclusive jurisdiction of the Scottish courts.