Terms and Conditions

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:

'Business Day'

a day (other than a Saturday or Sunday, or public holiday) when the UK banks are open for business.

'Customer Materials'

all materials, equipment and tools, drawings, specifications and data supplied by DST FS to the Supplier.

'Deliverables'

the Products and/or Services specified in the Purchase Order.

'Delivery'

receipt of the Deliverables by DST FS.

'Delivery Address'

the address for delivery as stated on the Purchase Order.

'Delivery Date'

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).

'Products'

tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date

'Products Specification'

any specification for the Products, including any related plans and drawings, that is agreed in writing by DST FS and the Supplier

'Purchase Order'

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

'Services'

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.

'Subcontractor'

a third party delivering the Services and/or Products under an agreement with the Supplier.

'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 Order.

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 the Supplier.

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 trade;

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 Indemnity

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 Subcontractors; and

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 the party.

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 Order.

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 FS.

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 Confidentiality

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 which:

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 apply:

"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 Protection Laws);

"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 sub-Processor.

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 Security Requirements;

(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; and

(ii) provide DST FS with all reasonable co-operation and assistance required by DST FS in relation to any such Data Subject Request or Regulatory Correspondence;

(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 of:

(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 Protection Laws;

(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 Protection Laws.

11.7 Nothing in this Agreement will exclude, limit or restrict the Supplier's liability:

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 Services.

12 Insurance

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 and clients.

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 Non-Solicitation

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 Anti-Bribery

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 and

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 Legislation; and

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 Legislation.

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 Screening

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 Individual;

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 Services.

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 Services.

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.

21 Notices

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 General

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 parties.

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