DST Financial Services International Limited (formerly International
Financial Data Services Limited) (“DST FS”) standard terms and
conditions of purchase of goods and/or services.
These terms and conditions, the Purchase Order issued by DST FS referencing
them, together with any schedules including without limitation: licences;
statements of work; attachments; exhibits; specifications; drawings; notes;
instructions and other information, whether physically attached to the
Purchase Order or incorporated by reference constitute the entire agreement
between DST FS and the Supplier (this “Agreement”) and shall apply to all
purchases of Products and/or Services by DST FS. In the event of any
conflict between the above, these terms and conditions shall take
precedence. The Purchase Order constitutes an offer by DST FS to purchase
Products and/or Services from the Supplier in accordance with these terms
and conditions. DST FS expressly limits acceptance by the Supplier of this
offer to the terms stated herein and any additional or different terms
proposed by the Supplier shall not be binding on DST FS, whether or not
they would materially alter this Agreement, and are rejected. This
Agreement applies to the exclusion of any other terms that the Supplier
seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
In this Agreement the following Definitions shall apply:
a day (other than a Saturday or Sunday, or public holiday) when the UK banks are open for business.
all materials, equipment and tools, drawings, specifications and data supplied by DST FS to the Supplier.
the Products and/or Services specified in the Purchase Order.
receipt of the Deliverables by DST FS.
the address for delivery as stated on the Purchase Order.
the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Deliverables.
'Intellectual Property Rights'
any and all tangible and intangible; (i) copyrights and other rights associated with works of authorship worldwide, including but not limited to copyrights, neighbouring rights, moral rights, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) rights in confidential information (including know-how and trade secret rights); (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date
any specification for the Products, including any related plans and drawings, that is agreed in writing by DST FS and the Supplier
the document as part of this Agreement issued by DST FS which indicates amongst other things,the types, quantities and agreed prices of the Deliverables to be purchased by DST FS
the services, including without limitation any Deliverables, to be provided by the Supplier under the Agreement.
'Statement of Work' or 'SOW'
the document specifying, without limitation, the scope, objective, and time frame of the Deliverables that the Supplier will perform for DST FS.
a third party delivering the Services and/or Products under an agreement with the Supplier.
the person or company specified in the Purchase Order providing the Deliverables to DST FS.
1 Supply of Deliverables
1.1 The Supplier warrants that the Deliverables shall:
1.1.1 be free from defects in design, materials and workmanship for a
period of 6 months from the Delivery Date or 6 months from actual delivery
if later, and
1.1.2 comply with all specifications and with all applicable statutory and
regulatory requirements relating to their labelling, packing, storage,
handling and delivery.
2 Price and Payment
2.1 The price for the Deliverables shall be as set out in the Purchase
2.2 In respect of the Deliverables the price shall be inclusive of the
costs of: taxes; packaging; insurance; carriage/shipping; duties including
customs duties and any other delivery charges and unloading of the
Products, unless otherwise agreed in writing by DST FS. No extra charges
shall be effective unless agreed in writing and signed by DST FS.
2.3 The Supplier shall invoice DST FS on or at any time after the Delivery
Date of the Products unless otherwise stated on the Purchase Order.
2.4 In respect of the Services, the Supplier shall invoice DST FS on
completion of the Services unless otherwise stated on the Purchase Order.
2.5 In consideration of the supply of the Deliverables by the Supplier, DST
FS shall pay the invoiced amount within 30 days of the date of DST FS’s
receipt of an invoice prepared in accordance with clauses 2.3 and 2.4.
2.6 Each invoice shall include such supporting information as required by
DST FS, including but not limited to, Purchase Order number and Supplier
VAT number (where applicable).
2.7 If DST FS fails to pay any amount properly due and payable by it, the
Supplier shall have the right to charge interest at 4% per annum above the
base rate at the time as levied by the Bank of England accruing on a daily
basis from the due date up to the date of actual payment. This clause shall
not apply to payments that DST FS disputes in good faith.
2.8 DST FS may, without limiting its other rights or remedies, set off any
amount owing to it by the Supplier against any amount payable by DST FS to
3 Delivery of Products
3.1 The Supplier shall ensure that:
3.1.1 the Products are properly packed and secured in such a manner as to
enable them to reach their destination in good condition;
3.1.2 each delivery of the Products is accompanied by a delivery note which
shows the date of the Purchase Order and the Purchase Order reference, the
type and quantity of the Products (including the code or serial numbers of
the Products (where applicable) special storage instructions (if any) and,
if the Products are being delivered in instalments, the outstanding balance
of Products remaining to be delivered.
3.2 If the Supplier requires DST FS to return any packaging material from
the Products, the Supplier shall clearly state this on the delivery note.
The cost of returning any packaging shall be at the Supplier’s cost.
3.3 The Supplier shall deliver the Products:
3.3.1 on or by the Delivery Date specified in the Purchase Order;
3.3.2 to the Delivery Address;
3.3.3 during DST FS’s normal hours of business on a Business Day, or as
instructed by DST FS.
4 Supply of Services
4.1 The Supplier shall from the Delivery Date provide the Services to DST
FS in accordance with the Agreement.
4.2 In providing the Services, the Supplier shall:
4.2.1 perform the Services with the best care, skill and diligence in
accordance with best practice in the Supplier’s industry, profession or
4.2.2 use personnel who are suitably skilled and experienced to perform
tasks assigned to them, and in sufficient number to ensure that the
Supplier’s obligations are fulfilled in accordance with this Agreement.
5 Title and Risk
Title to and risk in the Products shall pass to DST FS upon Delivery.
6.1 As used in this Clause 6, a “Claim” is any claim, demand, loss (whether
direct or indirect), damage, liability, cost including any interest, fines,
legal and other professional fees and expenses (including professional fees
and costs as incurred) for which one party (the “Indemnifying Party”) may
be obligated to defend, indemnify and hold the other party (the
“Indemnified Party”) harmless.
6.2 The Supplier shall keep DST FS indemnified in full against all Claims
awarded against or paid by DST FS as a result of or in connection with:
6.2.1 a Claim made against DST FS by a third party for death, personal
injury or damage to property arising out of, or in connection with, defects
in the Products, to the extent that the defect in the Products is
attributable to the acts or omissions of the Supplier, its employees or
6.2.2 any Claim made against DST FS by a third party arising out of, or in
connection with, the supply of the Product or Services, to the extent that
such claim arises out of the breach, negligent performance or failure or
delay in performance of this Agreement by the Supplier, its employees,
agents or subcontractors; and
6.2.3 any claim made against DST FS for actual or alleged infringement of a
third party’s Intellectual Property Rights arising out of, or in connection
with, the manufacturer, supply or use of the Products, or receipt, use or
supply of the Services.
7 Assignment and Subcontracting
7.1 Supplier may not assign any of its rights or delegate any of its
obligations under the Agreement without DST FS’s prior written consent.
7.2 Supplier may not subcontract any of its rights or obligations under the
Agreement without DST FS’s prior written consent. If DST FS consents to the
use of a Subcontractor, Supplier will (i) guarantee and will remain liable
for the performance of all sub-contracted obligations; (ii) indemnify DST
FS or any third party against the acts and omissions of the Subcontractors
for all damages and costs of any kind, and (iii) make all necessary
payments to its Subcontractors.
8 Term and Termination
8.1 Either party may terminate this Agreement, any SOW or both, immediately
by delivering written notice to the other party upon the occurrence of any
of the following events: (i) a receiver or similar insolvency practitioner
is appointed for either party or its property; (ii) either makes a general
assignment for the benefit of its creditors; (iii) either party commences
or has commenced against it, under any bankruptcy or insolvency proceedings
other than for the sole purpose of a scheme for a solvent amalgamation of
the party with one or more other companies or the solvent reconstruction of
8.2 In any of the circumstances listed in Clause 8.1 either party may
cancel any part of the Deliverables under this Agreement.
8.3 Either party may terminate this Agreement, an SOW or both, immediately
by delivery of written notice to the other party for any material breach
not cured within 30 days of receipt of notice of the breach. DST FS shall
have no further payment obligation to the Supplier under any terminated SOW
if DST FS terminates under this Clause 8.3.
8.4 Any obligations or duties which, by their nature, extend beyond the
expiration or termination of the Agreement shall survive the expiration or
termination of the Agreement.
8.5 DST FS may at any time terminate this Agreement, any SOW or both, for
convenience by giving the Supplier not less than 30 days’ notice in
writing. Following such termination in accordance with this Clause 8.5, DST
FS shall remain responsible for payment of the Supplier’s charges properly
due and payable up to the effective date of termination provided that such
charges shall not exceed the total amount as specified on the Purchase
9 Consequences of Termination
9.1 On termination of this Agreement or any part thereof by DST FS, the
Supplier shall immediately deliver to DST FS all Products, whether or not
then complete, and return all Customer Materials. If the Supplier fails to
do so, then DST FS may without limiting its other rights or remedies enter
the Supplier’s premises and take possession of them. Until they have been
returned or delivered, the Supplier shall be solely responsible for their
safe keeping and will not use them for any purpose not connected with DST
9.2 The accrued rights and remedies of the parties at termination shall not
be affected, including the right to make a claim in respect of any breach
of the Agreement which existed at or before the date of termination.
9.3 Clauses which expressly or by implication have effect after termination
shall continue in full force and effect.
9.4 Supplier agrees that, following termination, for a period of not less
than 6 months, it will provide reasonable additional support and assistance
to assist DST FS in migrating to a replacement supplier, subject to
reimbursement of reasonable costs by DST FS.
10.1 A party (“Receiving Party”) shall keep in strict confidence all
technical or commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed to
the Receiving Party by the other party (“Disclosing Party”) its employees,
agents or subcontractors, and any other confidential information concerning
the Disclosing Party’s business or its products or its services which the
Receiving Party may obtain (the “Information”). The Receiving Party shall
restrict disclosure of such Information to such of its employees, agents or
subcontractors as need to know it for the purposes only of discharging the
Receiving Party’s obligations under the Agreement, and shall ensure that
such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind the Receiving Party.
10.2 Nothing in this Clause shall prevent either party from disclosing the
Information where it is required to be disclosed by judicial,
administrative, governmental or regulatory process in connection with any
action, suit, proceeding or claim or otherwise by applicable law; provided,
however, that a party shall, if legally permitted, give the other party
prior reasonable notice as soon as possible, of such required disclosure so
as to enable the other party to seek relief from such disclosure
requirement or measures to protect the confidentiality of the disclosure.
10.3 Without prejudice to any other rights or remedies that a party may
have, both parties acknowledge that the other party may not have an
adequate remedy at law for any breach of the provisions of this Clause, and
that therefore the other party shall be entitled to equitable relief
including injunctive relief.
10.4 The provisions of this Clause shall not apply to any Information
10.4.1 is or becomes commonly known within the public domain other than by
breach of this Agreement;
10.4.2 is obtained from a third party who is lawfully authorised to
disclose such Information free from any obligation of confidentiality; or
10.4.3 is independently developed without reference to any Information.
This Clause 10 shall survive termination of the Agreement.
11 Data Protection
11.1 For the purposes of this Agreement the following definitions shall
"Applicable Law": means as applicable and binding on DST FS, the Supplier
and/or the Services: (a) any law, statute, regulation, by-law or
subordinate legislation in force from time to time to which a party is
subject and/or in any jurisdiction that the Services are provided to or in
respect of; (b) the common law and laws of equity as applicable to the
parties from time to time; (c) any binding court order, judgment or decree;
or (d) any applicable direction, policy, rule or order that is binding on a
party and that is made or given by any regulatory body having jurisdiction
over a party or any of that party’s assets, resources or business;
"Controller”: has the meaning set out in the GDPR;
"Customer Data": means the Personal Data Processed by the Supplier under,
or in connection with, this Agreement;
"Data Protection Impact Assessment": means an assessment of the impact of
the envisaged Processing operations on the protection of Personal Data, as
required by Article 35 of the GDPR;
"Data Protection Laws": means (a) any law, statute, declaration, decree,
directive, legislative enactment, order, ordinance, regulation, rule or
other binding restriction (as amended, consolidated or re-enacted from time
to time) which relates to the protection of individuals with regards to the
processing of personal data to which a Party is subject, including the Data
Protection Act 1998 ("DPA") and EC Directive 95/46/EC (the "DP Directive")
(up to and including 24 May 2018) and the GDPR (on and from 25 May 2018);
and (b) any binding code of practice or guidance published by the
Supervisory Authority from time to time;
"Data Protection Particulars": means, in relation to Processing of Customer
Data, the subject matter and duration of the Processing; the nature and
purpose of the Processing; the type of Personal Data being Processed; and
the categories of Data Subjects, all as set out Clause 11.10;
"Data Subject”: has the meaning set out in the GDPR;
"Data Subject Request": means an actual or purported subject access request
or notice or complaint from (or on behalf of) a Data Subject exercising his
rights under the Data Protection Laws;
"Data Transfer": means transferring the Customer Data to, and/ or accessing
the Customer Data from and/ or Processing the Customer Data within, a
jurisdiction or territory that is a Restricted Country;
"GDPR": means Regulation (EU) 2016/679 of the European Parliament and of
the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and repealing Directive 95/46/EC
(General Data Protection Regulation) OJ L 119/1, 4.5.2016;
"Good Industry Practice": means, at any time, the exercise of that degree
of care, skill, diligence, prudence, efficiency, foresight and timeliness
which would be reasonably expected at such time from a leading and expert
supplier of similar services to the Services to a customer like the
Customer, such supplier seeking to comply with its contractual obligations
in full and complying with all Applicable Law (including the Data
"Personal Data": has the meaning set out in the GDPR and for the purposes
of this Agreement, includes Sensitive Personal Data;
"Personal Data Breach": has the meaning set out in the GDPR;
"Personnel": means all persons engaged or employed from time to time by the
Supplier in connection with this Agreement, including employees,
consultants, contractors and permitted agents;
"Processing": has the meaning set out in the GDPR (and "Process" and
"Processed" shall be construed accordingly);
"Processor": has the meaning set out in the GDPR;
"Regulatory Authority": means any court, governmental body or regulatory or
supervisory authority having authority over all or any part of the Services
from time to time, including the Financial Conduct Authority ("FCA"), the
Supervisory Authority and HM Revenue and Customs ("HMRC");
"Regulatory Correspondence": means any correspondence or communication
(whether written or verbal) from a Regulatory Authority in relation to the
Processing of the Customer Data;
"Restricted Country": means a country, territory or jurisdiction outside of
the European Economic Area;
"Security Requirements" means the requirements regarding the security of
the Personal Data, as set out in the Data Protection Laws (including, in
particular, the seventh data protection principle of the DPA and/ or the
measures set out in Article 32(1) of the GDPR (taking due account of the
matters described in Article 32(2) of the GDPR)) as applicable;
"Sensitive Personal Data": means Personal Data that reveals such categories
of data as are listed in Article 9(1) of the GDPR;
"Supervisory Authority": means any local, national or multinational agency,
department, official, parliament, public or statutory person or any
government or professional body, regulatory or supervisory authority, board
or other body responsible for administering the Data Protection Laws.
11.2 The parties acknowledge that DST FS acts as a Controller of its
employees personal data and the Supplier shall act as a Processor.
11.3 The parties also acknowledge that DST FS acts as a service provider to
its clients and acts in that capacity as Data Processor. DST FS's clients
are the Controllers in respect of any Personal Data Processed in that
capacity. If the Supplier carries out specific processing activities of
this Personal Data the Supplier is processing in its capacity as a
11.4 Processor Obligations
11.4.1 The Supplier shall:
(a) Process Customer Data for and on behalf of DST FS for the purposes of
performing its obligations under this Agreement, and only in accordance
with the terms of this Agreement and any instructions from DST FS;
(b) notify DST FS immediately (and in any event within twenty-four (24)
hours of becoming aware of the same) if it considers, in its opinion
(acting reasonably) that it is required by Applicable EU Law to act other
than in accordance with the instructions of DST FS, including where it
believes that any of DST FS's instructions under Clause 11.4.1(a) infringes
any of the Data Protection Laws;
(c) implement and maintain appropriate technical and organisational
security measures which are sufficient to comply with at least the
obligations imposed on DST FS or the Controller (where applicable) by the
(d) take all reasonable steps to ensure the reliability and integrity of
any of the Personnel who shall have access to the Customer Data, and ensure
that each member of Personnel shall have entered into appropriate
contractually-binding confidentiality undertakings;
(e) not disclose Customer Data to a third party in any circumstances
without DST FS's prior written consent;
(f) not make (nor instruct or permit a third party to make) a Data Transfer
without the prior written consent of DST FS;
(g) notify DST FS promptly (and in any event within forty-eight (48) hours)
following its receipt of any Data Subject Request or Regulatory
Correspondence and shall:
(i) not disclose any Customer Data in response to any Data Subject Request
or Regulatory Correspondence without the DST FS's prior written consent;
(ii) provide DST FS with all reasonable co-operation and assistance
required by DST FS in relation to any such Data Subject Request or
(h) notify DST FS promptly (and in any event within twenty-four (24) hours)
upon becoming aware of any actual or suspected, threatened or near miss
Personal Data Breach, and implement any measures necessary to restore the
security of compromised Customer Data;
(i) assist DST FS to make any notifications to the Supervisory Authority
and affected Data Subjects including by providing the following information
without undue delay (such information may be provided in stages):
(i) the nature of the Personal Data Breach incident including the
categories of Data Subject and number of Personal Data records concerned;
(ii) the name and contact details of the individual coordinating the
Personal Data Breach response;
(iii) a description of the likely consequences of the Personal Data Breach;
(iv) a description of the measures taken or proposed to be taken to
mitigate the possible adverse effects of the Personal Data Breach.
(j) except to the extent required by Applicable EU Law, upon the earlier
(i) termination or expiry of this Agreement (as applicable); and/ or
(ii) the date on which the Customer Data is no longer relevant to, or
necessary for, the performance of this Agreement or as permitted pursuant
to the Data Protection Particulars,
cease Processing all Customer Data and return and/ or permanently and
securely destroy so that it is no longer retrievable, or put beyond use (as
directed in writing by DST FS) all Customer Data and all copies in its
possession or control.
(k) comply with the obligations imposed upon a Processor under the Data
(l) not do anything or refrain from doing anything that will put DST FS in
breach of the Data Protection Laws;
(m) in accordance with Good Industry Practice, assist DST FS and/or the
Controller (where applicable) to comply with the obligations imposed on DST
FS by the Data Protection Laws or, where applicable, its agreement with the
Controller and on the Controller by the Data Protection Laws, including:
(i) compliance with the Security Requirements;
(ii) obligations relating to notifications required by the Data Protection
Laws to the Supervisory Authority and/ or any relevant Data Subjects; and
(iii) undertaking any Data Protection Impact Assessments (and, where
required by the Data Protection Laws, consulting with the Supervisory
Authority in respect of any such Data Protection Impact Assessments).
(n) make available to DST FS all information necessary to demonstrate
compliance with the obligations laid down in Article 28 of GDPR and allow
for and contribute to audits, including inspections, conducted by DST FS,
the data controller or an auditor mandated by either.
11.5 Notwithstanding anything in this Agreement to the contrary, this
Clause 11 (Data Protection) shall continue in full force and effect for so
long as the Supplier Processes any Customer Data.
11.6 In respect of any Personal Data (as defined by the GDPR) processed by
the Supplier pursuant to this Agreement whereby the Supplier provides
services to DST FS, the Supplier shall indemnify, keep indemnified and hold
harmless DST FS in full and on demand from and against all losses as a
result of any breach of this Clause 11 (Data Protection) and the Data
11.7 Nothing in this Agreement will exclude, limit or restrict the
11.7.1 under the indemnity set out in Clause 11.6; and/or
11.7.2 for breach of confidentiality obligations in this Agreement.
11.8 The Supplier must without delay notify DST FS in writing upon becoming
aware of any breach of security or attempted breach of security
attributable to Supplier. Upon becoming aware of a breach of security or
attempted breach of security the Supplier must immediately take all
reasonable steps necessary to:
11.8.1 remedy such breach and/ or protect the integrity of DST FS’ systems;
11.8.2 try to prevent an equivalent breach in the future.
11.9 The Supplier must without delay notify DST FS in writing of any
incident that has or may reasonably likely result in a breach of the
security protections or loss or theft or unauthorised use of Personal Data
and co-operate fully with DST FS in relation to such an incident.
11.10 In respect of the Supplier's Processing under this Agreement:
11.10.1 the subject matter, nature and purpose of the Processing will be
for the provision of the Services by the Supplier;
11.10.2 the type of personal data and categories of data subject being
processed may include personal data of DST FS’s employees and personal data
of DST FS’s clients’ customers; and
11.10.3 the duration of Processing will be in accordance with the terms of
this Agreement and, in any event, no such Processing shall continue for
longer than the term of this Agreement and/ or the provision of the
The Supplier shall secure and maintain in force with a reputable insurance
company, professional indemnity insurance, product liability insurance and
public liability insurance to cover the liabilities that may arise under or
in connection with this Agreement and shall upon DST FS’s request, produce
both the insurance certificate giving details of cover and the receipt for
the current year’s premium in respect of each insurance.
This Clause 12 shall survive termination of the Agreement.
13 Force Majeure
Neither party shall be liable to the other as a result of any delay or
failure to perform its obligations under the Agreement if and to the extent
such delay or failure is caused by an event or circumstance which is beyond
the reasonable control of that party which by its nature could not have
been foreseen by such a party or if it could have been foreseen was
unavoidable. If such an event or circumstances prevented the Supplier from
supplying the Deliverables for more than 4 weeks, DST FS shall have the
right, without limiting its other rights or remedies, to terminate the
Agreement with immediate effect by giving written notice to the Supplier.
14 Right of audit
14.1 DST FS and its employees, agents, auditors and applicable regulator
(“Authorised Persons”) may audit the Supplier, in particular but not
limited to: the systems; documentation; accounts and premises of the
Supplier in order to comply with DST FS’s responsibilities to its regulator
14.2 The Supplier reserves the right to restrict access to certain areas of
its premises or data systems as necessary to ensure the confidentiality and
security of its other customers’ work.
15.1 Neither party shall during the term of this Agreement and for a period
of 12 months after termination howsoever caused, directly or indirectly
solicit or entice away or endeavour to solicit or entice away from the
other party any employee or contractor of the other party who has been
engaged in the provision of the Services or the performance of this
Agreement without the prior written consent of the other party (such
consent not to be unreasonably withheld or delayed).
15.2 In the event that a party is found to be in breach of Clause 15.1 then
that party shall pay the other party by way of liquidated damages an amount
equal to the gross annual salary, as at the time of the breach, of the
employee or contractor concerned. This provision shall be without prejudice
to the other party's right to seek injunctive relief.
16.1 The Supplier shall:
16.1.1 comply with the Bribery Act 2010 (“the Bribery Act”) and
16.1.2 have and maintain throughout the term of this Agreement its own
adequate policies and procedures to ensure compliance with the Bribery Act
16.1.3 comply with such policies and procedures
16.2 Breach of this clause 16 by the Supplier shall be deemed a material
breach of this Agreement entitling DST FS to terminate it immediately.
17 Anti-Slavery and Human Trafficking
17.1 In performing its obligations under this Agreement the Supplier shall:
17.1.1 comply with all applicable anti-slavery and human trafficking laws,
statutes, regulations from time to time in force including the Modern
Slavery Act 2015 (“Slavery Legislation”);
17.1.2 have and maintain throughout the term of this Agreement its own
adequate policies and procedures to ensure compliance with the Slavery
17.1.3 comply with such policies and procedures.
17.2 The Supplier shall notify DST FS as soon as it becomes aware of any
actual or suspected slavery or human trafficking in a supply chain which
has a connection with this Agreement, including any breach of the Slavery
17.3 Breach of this clause 17 by the Supplier shall be deemed a material
breach of this Agreement entitling DST FS to terminate it immediately.
18 Compliance with Laws
Supplier represents and warrants that it will comply with all applicable
local and national laws and regulations pertaining to its performance of
its obligations under this Agreement.
19.1 This clause 19 sets out the pre-engagement screening procedure which,
at DST FS’s sole discretion, may apply to any or all individuals to be
employed or engaged in connection with the performance of the Supplier’s
obligations under this Agreement or those of any sub-contractor (the
“Individuals” or an “Individual”). Should any sub-contractor be appointed
under this Agreement, the Supplier shall procure that such sub-contractor
shall also comply with the provisions of this clause 19.
19.2 The Supplier will, on request by DST FS, carry out the following
screening on each Individual:
19.2.1 satisfy itself that the Individual is not prohibited from working
within the United Kingdom and Ireland and retain a photocopy of the
Individual’s passport together with any applicable visa or work permit;
19.2.2 conduct a credit check on the Individual in respect of their last 6
years of addresses in both the United Kingdom and the Individual’s country
of origin (as appropriate) to ensure that the Individual’s credit history
is satisfactory for the purpose of providing the Services;
19.2.3 satisfy itself that the Individual’s education and higher education
qualifications relevant to the provision of the Services and as provided to
the Supplier are correct and have not been misrepresented by the
19.2.4 satisfy itself that any gaps in the Individual’s employment history
within the previous 3 years or between the previous 2 employers or clients
(as appropriate) are valid; and
19.2.5 conduct a Disclosure and Barring Service Check (in Scotland,
Disclosure Scotland Basic Check) together with any equivalent check in the
Individual’s country of origin in relation to the Individual to ensure that
their criminal record is satisfactory for the purpose of providing the
19.3 The list of checks at clause 19.2 is non-exhaustive and DST FS
reserves the right to amend the checks which it requires the Supplier to
carry out at any time during the term of this Agreement.
19.4 The Supplier will complete the form provided by DST FS from time to
time to evidence compliance with the above and the Supplier shall return
the completed form to DST FS at least three working days before the
Individual’s intended start date to provide Services.
19.5 The Supplier will procure that any Individual placed on a DST FS site
and/or with access to DST’s and/ or any of its clients’ data have read and
signed the documentation known as ‘DST Policies’ and ‘IPR &
Confidentiality’ (as provided from time to time by DST FS) and returned the
same to DST FS prior to the Individual’s intended start date to provide the
19.6 DST FS shall be permitted to audit the Supplier to satisfy itself that
the Supplier has complied with its obligations set out in this clause 19
(where applicable) up to twice per annum on reasonable notice to the
Supplier and during its normal working hours. The Supplier reserves the
right to restrict DST FS’s access to certain areas of its premises or data
systems as necessary to ensure the confidentiality and security of its
other customers’ or clients’ data.
20 Dispute Resolution
If any dispute arises in connection with this Agreement, the parties will
attempt to settle it by mediation in accordance with the Centre for
Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless
otherwise agreed between the parties, the mediator will be nominated by
CEDR. To initiate the mediation a party must give notice in writing ("ADR
notice") to the other party to the dispute requesting a mediation. A copy
of the request should be sent to CEDR. The mediation will start not later
than 30 days after the date of the ADR notice. The commencement of a
mediation will not prevent the parties commencing or continuing court
proceedings or an arbitration.
All notices permitted or required to be given under this Agreement shall be
in writing and delivered to each party by recorded delivery to the address
given for the attention of the Company Secretary for each party described
in the Purchase Order or such other address as the party may specify for
itself by giving notice as provided above.
22.1 Supplier shall obtain DST FS’s written consent prior to any
publication, presentation, public announcement, or press release concerning
its relationship as a supplier to DST FS.
22.2 If any provision of this Agreement is, invalid or unenforceable at
law, then such provision shall be severed and the remainder of this
Agreement shall continue in full force and effect.
22.3 A person who is not a party to this Agreement shall have no rights
pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement.
22.4 A party’s election not to insist on strict performance of any
requirement of the Agreement will not operate or be construed to waive any
future omission or breach, or any other provision of the Agreement.
22.5 This Agreement supersedes all prior representations, agreements,
negotiations or understandings with respect to the Agreement (or any
document referred to in this Agreement), whether oral or in writing, and
each party acknowledges that it does not rely on any statement,
representation, assurance or warranty of any person (whether a party to
this Agreement or not) other than as expressly set out in this Agreement,
other than, in any instance in respect of any fraudulent or negligent
misrepresentation made by any party.
22.6 Any variation including any additional terms and conditions, to this
Agreement shall only be binding when agreed in writing and signed by both
22.7 The headings contained in this Agreement are for convenience only and
shall not affect its interpretation or meaning.
22.8 The validity, performance and construction of this Agreement shall be
governed by English Law and the parties agree to submit to the
non-exclusive jurisdiction of the English Courts.
Version 5.0 – May 2018