THIS AGREEMENT is made on

1. Definitions

The following definitions apply in this Agreement.

“Agreement” means this Terms of Business document, together with any schedule, proposal, booking confirmation, invoice or other document expressly incorporated into it.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Cancellation” means any booked Session that the Client, Mentee or their representative notifies the Company they cannot attend, and which is subject to the Cancellation and Rescheduling Policy.
“Client” means the person or business named in this Agreement, including its employees, representatives and agents acting on its behalf.
“Commencement Date” means the date of this Agreement.
“Company”, “we”, “us” or “our” means Intuition Un Ltd, including, where appropriate, its employees, officers, contractors, authorised representatives and any permitted successor or assignee.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any legislation that replaces or supplements them.
“Duration” means the period during which the Services are provided under this Agreement.
“Expenses” means the reasonable out of pocket Expenses properly incurred by the Company or Provider in delivering the Services.
“Intellectual Property Rights” means all Intellectual Property Rights of whatever nature, whether registered or unregistered, including copyright, database rights, trademarks, design rights, business names, goodwill, rights in software, domain names, methods, systems, templates, processes, know how and the right to sue for passing off.
“Mentee” or “Coachee” means any individual receiving the Services under this Agreement.“Non-Attendance” means failure by the Client, Mentee or their representative to attend a booked Session, or arrival more than 15 minutes after the scheduled start time without prior Notice.
“Notice” means a Notice given in accordance with the Notices clause of this Agreement.
“Programme Manager” means the nominated representative of each party responsible for liaison, decisions and administration of the Services.
“Provider” means the Company’s authorised representative, employee, contractor, mentor, coach or other suitably qualified person delivering the Services.
“Reschedule” or “Rescheduling” means a request by the Client or Mentee to move a booked Session to another date or time.
“Schedule of Services” means the document, proposal, booking confirmation or invoice setting out the Services, Sessions, rates or package agreed between the parties.
“Services” means the mentoring, coaching, review, discovery, facilitation or related Services provided by the Company or Provider under this Agreement.
“Session” means any mentoring, coaching, review, discovery or related meeting booked with the Company or Provider.
“Session Fee” means the fee payable for the relevant Session(s), as set out in the applicable quote, invoice, proposal, schedule or booking confirmation.
“Stakeholder” means any person formally identified and agreed by the parties as having a role or interest in the programme.
“Successor Company” is any Company to which we transfer or assign the rights or assets to as the result of a sale or transfer of undertakings.
“Termination Date” means the date on which this Agreement ends in accordance with the Termination clause.
“Third Party” means any person who is not a party to this Agreement.

2. The “Parties”

The Client may nominate one or more Mentees to receive the Services under this Agreement, who will be nominated prior to the agreement being signed. Any subsequent changes the Client wishes to make will be at the Company and Providers discretion
Each party may nominate a Programme Manager to act as its main point of contact for liaison, administration and operational decisions relating to the Services. Any change of Programme Manager must be notified in writing.
Any Stakeholders with a formal role or interest in the programme must be identified and agreed in writing

3. Services

Services will be provided by theCompany or the Provider, as applicable to the Client and any Mentees with reasonable skill and care and in a professional manner.
The Schedule of Services sets out the types of Services that may be provided from time to time.
The Client acknowledges that mentoring and coaching are collaborative Services.
The Company and Provider will use reasonable endeavours to support the Client and any Mentees, but responsibility for decisions, actions, implementation and outcomes remains with the Client and the relevant Mentee.
The Company may, where reasonably necessary, use or substitute an alternative suitably qualified Provider or associate to deliver the Services. The Client may reasonably object where the proposed alternative is not suitably qualified or appropriate.The Company may act for other Clients, provided that any actual conflict of interest identified by the Company is disclosed and discussed promptly with the Client.
Any programme goals or objectives agreed between the parties may be documented outside this Agreement. The Client acknowledges that individual Mentees may define their own Session goals and objectives, which will remain confidential between the Mentee and the Provider, subject to this Agreement.
Any testimonials, references, reviews or introductions are voluntary unless otherwise agreed in writing.
Nothing in this Agreement creates any relationship of employment, worker status, partnership or agency between the Client and the Company or any Provider.

4. Service Delivery

Services will usually be delivered virtually using Microsoft Teams (preferred), WhatsApp, Zoom or another suitable platform. They may occasionally be delivered face to face if agreed between the parties.
Each booked Session reserves exclusive time in the diary of theCompany or the Provider, as applicable.
Services may be delivered as single Sessions, ad hoc Sessions, prepaid packages or part of a wider mentoring programme. The number of Sessions and the applicable fees will be set out in the relevant invoice, proposal, booking confirmation or Schedule of Services.
Prepaid Sessions remain valid for 18 months from the date of the invoice, after which they expire and are not refundable unless otherwise agreed in writing.
The Company will use reasonable endeavours to arrange Sessions at mutually agreed times but reserves the right to decline requests for Sessions outside normal working hours, on weekends or public holidays, unless otherwise agreed in writing. Where the Client is in a different time zone, timings will be agreed in advance.
Sessions will start and end at the scheduled times. If the Client, Mentee or their representative arrives late, the Session will still end at the scheduled end time and the full Session Fee remains payable. If the Client, Mentee or their representative is more than 15 minutes late without prior Notice, the Company may treat the Session as Non-Attendance.
If the Provider is unavailable due to illness, incapacity, death or other reasonable cause, the Company may offer an alternative suitably qualified Provider. If no suitable alternative can be agreed, the affected Session or the Agreement may be Rescheduled, suspended or terminated, as appropriate.
If the Provider and a Mentee cease to be a suitable match, the Company will use reasonable efforts to rematch the Mentee to another suitably qualified Provider within the Company. Reasonable rematching effort means offering up to 3 alternative Providers. If the Client declines all reasonably suitable alternatives, the Company may terminate the relevant part of the Services or this Agreement on written Notice.

5. Cancellation and Rescheduling Policy

Each booked Session reserves exclusive time in the diary of the The Company or the Provider, as applicable. The Client acknowledges that short NoticeCancellations and rescheduling requests may cause loss of income, loss of opportunity to accept other work, and administrative cost. The charges in this clause are agreed to be reasonable and proportionate:
Any request to cancel or Reschedule a Session must be sent by Notice to the email address specified in the Notices clause. A request is only effective when received in accordance with that clause.
Where at least 5 Business Days’ Notice is given, one Reschedule of a Session may be made without charge, subject to availability.
Where less than 5 Business Days’ Notice but at least 2 Business Days’ Notice is given, 50% of the Session Fee will be payable.
Where less than 2 Business Days’ Notice is given, 100% of the Session Fee will be payable.
Where there is Non-Attendance, 100% of the Session Fee will be payable.If a Session forms part of a prepaid package, any Session cancelled with less than 2 Business Days’ Notice, or not attended, will be treated as used and deducted from the remaining balance.Only one free Reschedule is permitted for any individual Session. Any further request to move the same Session may be treated as a Cancellation and rebooking at the Company’s discretion.Cancellation and Rescheduling charges may be invoiced separately and are payable in accordance with the invoice terms.
- The Company may, at its absolute discretion, waive a charge in exceptional circumstances. Any waiver on one occasion does not create a precedent.

6. Fees

Fees for Services are those set out in the applicable proposal, schedule, booking confirmation or invoice.
Unless otherwise agreed in writing, Session Fees become due at the point of booking and must be paid in advance of the relevant Session or programme start date.
Any quoted fees apply only to the scope, Duration and number of Sessions specified. Any additional work, additional review time, travel time, or extra Services requested by the Client may be charged separately at the Company’s then current rates.
The Company may revise its standard rates from time to time, but any change will not affect Services already booked and paid for unless otherwise agreed in writing.
Prepaid Sessions remain valid for 18 months from the invoice date and then expire. Expired Sessions are not refundable and may not be redeemed after expiry.
Except where this Agreement expressly states otherwise, all fees paid are non-refundable.

7. Expenses

The Client shall reimburse the Company for reasonable Expenses properly incurred in delivering the Services, including travel, accommodation, venue, subsistence and ancillary costs, where such costs have been approved in advance by the Client or are expressly provided for in the relevant proposal, booking confirmation, Schedule of Services or invoice.
Expenses will be invoiced with reasonable supporting evidence. The Client will accept electronic copies of invoices, receipts, app-based charges, mileage logs and similar records as reasonable supporting evidence.
Where an expense relates fairly to more than one Client or assignment, the Company may apportion that expense on a reasonable basis.
Expenses may be invoiced periodically and are due on presentation unless otherwise stated on the invoice. Where material Expenses are expected, the Company may invoice and collect payment for them in advance.
An administration charge of 15% is charged on Expenses incurred in the performance of the Services.
All fees and Expenses are exclusive of VAT unless expressly stated otherwise. VAT will be charged where applicable.

8. Invoicing

Invoices are due on presentation unless a different payment date is stated on the invoice.
All sums due under this Agreement shall be paid in full, without deduction, counterclaim or set off.
If any invoice is not paid by the due date, the Company may, without prejudice to any other right or remedy:
- suspend delivery of further Services and decline to book or rebook any further Sessions.
- withhold any non-essential follow up work, reports, notes or deliverables until payment is made in full, and
- claim interest, fixed compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts legislation, to the extent applicable.
The Client shall reimburse the Company for all reasonable costs incurred in recovering overdue sums.

9. Groups

Where the Client enters into this Agreement on behalf of one or more group companies, the Client confirms that it has authority to do so.
- For the purposes of this clause, “holding Company” and “subsidiary” have the meanings given in section 1159 of the Companies Act 2006.
The Client shall ensure that each relevant group Company complies with this Agreement and shall remain liable for all fees and obligations arising under it unless otherwise agreed in writing.

10. Non-Solicitation of Personnel

During the term of this Agreement and for a period of 12 months after its termination, the Client shall not, without the prior written consent of the Company, directly solicit with a view to employing or engaging, or directly employ or engage, any employee, contractor, associate or Provider of the Company who has been materially involved in providing the Services to the Client.
If the Client breaches this clause, the Client shall pay the Company a recruitment fee equal to 20% of the relevant individual’s first year gross annual remuneration or annualised fees, plus VAT where applicable.
This clause does not apply where the relevant individual responds to a genuine general recruitment advertisement or recruitment process not specifically targeted at that individual.

11. Client responsibilities

The Client, including its Programme Managers and any Mentees, accepts and takes full responsibility for:
- all actions taken to address its own issues, challenges and priorities,
- producing and implementing plans suitable for its business to grow and develop and to achieve the goals or objectives it has set,
- remaining engaged, motivated and committed to completing agreed actions and activities arising from each Session; and
- all decisions taken based on any information, documents, templates, models, discussions, guidance or experience shared during the Services, and all consequences and outcomes arising from those decisions.
The Client shall:
- ensure that all information provided to the Company is accurate and materially complete,
- ensure that the Programme Manager and any Mentees have authority to book Sessions, provide instructions and participate in the Services,
- provide briefing materials in sufficient time for review where review is requested, provided that any substantial review work may be charged separately if agreed or if reasonably required,
- ensure that all attendees behave professionally and respectfully during Sessions; and
- remain responsible for all decisions, actions and implementation arising from the Services.
Any references, testimonials, reviews or introductions are voluntary unless otherwise agreed in writing.
If the Client wishes to share any documents, findings, opinions or reports produced by the Company with a Third Party, the Client shall first obtain the Company’s prior written consent. The Company may require additional terms to be agreed before such sharing takes place, may attach conditions to its consent, or may refuse consent or charge an additional fee at its discretion.

12. Instructions

The Company may rely on instructions given by the Client or by any person the Client has authorised to act on its behalf, including the Programme Manager.
The Company may request written confirmation of any instruction where it reasonably considers that confirmation is necessary for clarity, scope control, risk management or record keeping.
The Company is not obliged to act on any instruction that is unclear, unlawful, outside the scope of this Agreement, or not given by a person with apparent authority to give it.
If the Company reasonably requests written confirmation of an instruction, it may pause acting on that instruction until such confirmation is received.

13. Confidentiality

Each party shall keep confidential all confidential information disclosed by the other party in connection with this Agreement and shall not disclose it to any Third Party except:
- to its employees, contractors, professional advisers or service Providers who need to know it for the purposes of this Agreement and who are subject to appropriate duties of confidentiality.
- where disclosure is required by law, regulation, court order or a competent authority; or
- where the information is already in the public domain other than through breach of this Agreement.
The Client acknowledges that individual mentoring and coaching discussions with Mentees are confidential as between the Provider and the Mentee, except where disclosure is required by law, safeguarding duties, regulatory duties, or is shared in anonymised and aggregated form for programme management, supervision, quality assurance or scheduling.
This clause survives termination of this Agreement.

14. Use of Meeting Technology and AI Tools

The Company may use approved Third Party technology, including video conferencing, note taking, transcription, summarisation, administration and document storage tools, for the purpose of delivering and administering the Services.
The Company will use reasonable care in selecting such tools and service Providers and will require appropriate confidentiality and data protection obligations to apply to them.
The Client shall ensure that all of its attendees are informed in advance where such tools are used.
Any notes, transcripts or summaries generated by such tools are for working and administrative purposes only, may not be fully accurate, and do not constitute a verbatim record.
The Client and Mentees remain responsible for checking the substance of any actions, decisions or follow up arising from a Session.

15. File Retention

The Company may retain documents, records, notes, correspondence and other materials relating to the Services for up to 7 years after the relevant matter or programme ends, or for such longer period as may reasonably be required by law, regulation, insurance requirements, limitation periods, professional obligations or legitimate record keeping requirements.
After that period, the Company may securely delete or destroy such materials without further reference to the Client.

16. Intellectual Property Rights

Unless otherwise agreed in writing, the Company retains all Intellectual Property Rights in all materials, methods, templates, tools, documents and other content created, used or provided by the Company before or during the Services.
The Client may use materials provided by the Company for its own internal business purposes only and shall not copy, adapt, license, sell, publish or distribute them to any Third Party without the Company’s prior written consent.
Where the Company proposes to use any third party model, method, framework, tool or licensed material that involves an additional cost, the Company will notify the Client in advance and obtain the Client’s agreement before incurring or charging that cost back to the Client.

17. Data Protection and Data Processing

Each party shall comply with Data Protection Legislation in connection with this Agreement.
The parties acknowledge that, in relation to personal data processed under this Agreement, each party may act as an independent controller in respect of personal data for which it determines the purposes and means of processing.
To the extent that the Company processes personal data on behalf of the Client as processor, the terms set out in Schedule 1, Data Processing Terms, shall apply.
The Client warrants that it has all necessary authority and lawful basis to share personal data with the Company for the purposes of this Agreement and the Services.
The Company may use employees, contractors, substitute Providers, technology suppliers and other service Providers in connection with delivery of the Services, provided that the Company puts in place appropriate confidentiality and data protection obligations.
Nothing in this Agreement requires either party to act in breach of Data Protection Legislation.
This clause and Schedule 1 survive termination of this Agreement.

18. Liability

Nothing in this Agreement limits or excludes liability for:
- death or personal injury caused by negligence,
- fraud or fraudulent misrepresentation, or
- any other liability that cannot lawfully be limited or excluded.
Subject to the paragraph above, the Company shall not be liable for any indirect or consequential loss, or for loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, or loss or corruption of data.
Subject to the paragraphs above, the total aggregate liability of the Company arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client under this Agreement in the 12 months preceding the event giving rise to the claim.
The Client acknowledges that mentoring and coaching involve discussion, challenge, reflection and support, but that responsibility for decisions and implementation remains with the Client and or the relevant Mentee.
Nothing in this clause prevents the Company relying on any other limitation or exclusion elsewhere in this Agreement to the extent permitted by law.

19. Successor Company

The Company may assign, transfer or subcontract its rights and obligations under this Agreement to a successor business, provided that such transfer does not materially reduce the standard of the Services or prejudice the Client’s rights under this Agreement.
The Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Company.
Where any such transfer reasonably requires administrative cooperation from the Client to enable continuity of the Services, the Client shall provide such cooperation promptly.

20. Termination

Either party may terminate this Agreement for convenience by giving not less than 4 weeks’ written Notice.
The Company may terminate this Agreement immediately by written Notice if:
- the Client fails to pay any sum due under this Agreement by the due date,
- the Client commits a material breach of this Agreement and, where capable of remedy, fails to remedy that breach within 7 days of written Notice requiring it to do so,
- the Client, any Programme Manager, Mentee or representative behaves in an abusive, threatening, discriminatory, unlawful or otherwise inappropriate manner,
- the Client repeatedly cancels, Reschedules or fails to attend Sessions in a way that materially disrupts delivery of the Services,
- the Client becomes insolvent or unable to pay its debts as they fall due; or
- continuing the Services would create a legal, ethical, regulatory, safeguarding or conflict issue.
The Company may suspend the Services immediately on written Notice where any circumstance in the paragraph above applies, pending resolution.
If the Client, its Programme Managers, Mentees or other representatives fail to respond to reasonable communications from the Company for 30 days from the first communication, or fail to engage in arranging booked Services, the Company may treat that as abandonment of the programme, terminate this Agreement, and treat any outstanding prepaid Sessions as forfeited without refund.
Termination does not affect any accrued rights, including the right to recover fees, Expenses, Cancellation charges and any other sums due up to the Termination Date.
Unless otherwise agreed in writing, prepaid fees are non-refundable. For the avoidance of doubt, any Session already delivered, booked, late cancelled, missed, or treated as used under the Cancellation and Rescheduling clause remains payable and or deductible from any prepaid package.
The following clauses survive termination: Confidentiality, File Retention, Intellectual Property Rights, Data Protection and Data Processing, Liability, Invoicing, Non-Solicitation of Personnel, Notices, Governing Law and Jurisdiction, and any clause intended to survive termination.

21. Notices

Any Notice under this Agreement shall be in writing.
Notices relating to termination, breach, formal disputes or legal matters shall be sent:
- if to the Company, by email to phil@intuitionunlimited.co.uk and may also be sent by first class post or recorded delivery to the Company’s registered office or nominated business address; and
- if to the Client, by email to the Client’s nominated email address set out in the Parties section or otherwise notified in writing to the Company and may also be sent by first class post or recorded delivery to the Client’s registered office or nominated business address.
Notices relating to Cancellation or Rescheduling of Sessions must be sent to phil@intuitionunlimited.co.uk, or to such other operational email address as the Company may notify in writing from time to time.
A Notice sent by email shall be deemed received at the time of transmission if sent between 9.00am and 5.00pm on a Business Day, and otherwise at 9.00am on the next Business Day, in each case in England.
This clause does not apply to the service of legal proceedings.

22. Invalidity

If any provision or part provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part provision shall be deemed deleted.
Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of this Agreement.

23. Entire Agreement

This Agreement constitutes the entire Agreement between the parties and supersedes all previous discussions, correspondence, negotiations, understandings and Agreements relating to its subject matter.
Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty that is not expressly set out in this Agreement.
Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

24. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations under this Agreement to the extent that the delay or failure results from an event beyond its reasonable control.
Such events may include industrial action, war, threat of war, terrorism, civil disorder, epidemic, pandemic, fire, flood, storm, natural disaster, interruption to transport, interruption to utilities, interruption to communications systems, or government action or restriction.
The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure event and shall use reasonable endeavours to minimise its effects.
If the Force Majeure event continues for more than 30 days, either party may terminate this Agreement by written Notice without liability for future performance, except for rights and obligations accrued before termination.

25. Variation

No variation of this Agreement is effective unless it is in writing and signed by or on behalf of both parties.
Third Party Rights: A person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

26. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

27. Schedule of Services

The “Schedule of Services” lists the Services that may be provided from time to time.
All Services are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
If the tax treatment of any Service changes, or if VAT or another tax becomes chargeable by law, the Company may issue a corrected invoice or supplementary invoice for the amount properly due.
If consulting Services are required, we will prepare and agree a more detailed contractual Agreement with you.

28. Service notes

The Services are designed to support reflection, challenge, planning and decision making in relation to the Client’s business and leadership priorities.
The Services may involve discussion of commercial, operational, leadership, people, marketing, sales, systems and growth issues raised by the Client or a Mentee.
The Services do not constitute legal, financial, tax, investment, medical, therapeutic or other regulated professional advice. Where specialist advice is required, the Client shall obtain it from a suitably qualified professional.
Any comments, examples, templates, tools, frameworks or information shared by the Company are provided to support the Client’s own evaluation and decision making. Responsibility for decisions, implementation and outcomes remains with the Client and the relevant Mentee.

29. Conduct and Ethics

The Provider and the Company subscribe to the Association of Business Mentors Codes of Conduct and Ethics, which is also a signatory to EMCC Code of Ethics. https://www.associationofbusinessmentors.org/about/professional-standards

30. Complaints Procedure

If the Client has a complaint about the Services, it shall notify the Company in writing as soon as reasonably practicable, setting out the nature of the complaint and the remedy sought.
The Company will acknowledge the complaint within 5 Business Days and will investigate it in good faith.
The parties shall use reasonable endeavours to resolve any complaint promptly and professionally between themselves before referring the matter to any professional body or external Third Party.
This clause does not restrict either party’s right to take legal action where appropriate.

31. Electronic Signatures

This Agreement may be executed in counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one Agreement.
Execution by electronic signature is valid and binding to the extent permitted by law.

Client

For and on behalf of ______________________________________________

Signed: ____________________________________________________

Name: ____________________________________________________

Job Title: ____________________________________________________

Date: ____________________________________________________

Company

For and on behalf of Intuition Un Ltd

Signed: ____________________________________________________

Name: ____________________________________________________

Job Title: ____________________________________________________

Date: ____________________________________________________

Schedule 1, Data Processing Terms

This Schedule applies only to the extent that the Company processes personal data on behalf of the Client as processor in connection with the Agreement.

1. Subject matter and Duration of processing

The subject matter of the processing is the provision, administration and support of mentoring, coaching and related Services under the Agreement.
The duration of the processing is for the duration of the Agreement and for any period afterwards during which the Company is required or entitled to retain personal data in accordance with the Agreement, applicable law, regulatory requirements, limitation periods, insurance requirements, professional obligations or legitimate record keeping requirements.

2. Nature and purpose of processing

The nature of the processing may include collecting, recording, storing, organising, reviewing, using, disclosing, transmitting, restricting, deleting and destroying personal data.
The purpose of the processing is to enable the Company to provide the Services, including scheduling, communications, Session administration, note taking, reporting, quality control, supervision, invoicing, record keeping, and related support activities.

3. Categories of personal data

The categories of personal data may include:
- name, job title and work contact details;
- diary and scheduling information;
- attendance records;
- communications between the parties and participants;
- mentoring or coaching related notes, action points, themes and follow up records;
- billing and payment related contact details;
- any other personal data provided by or on behalf of the Client for the purposes of the Services.
- The parties do not intend that special category personal data or criminal offence data will be processed under this Schedule unless expressly agreed in writing and only where there is a lawful basis to do so.

4. Categories of data subject

The categories of data subject may include:
- the Client’s directors, officers, employees, contractors and representatives.
- Programme Managers.
- Mentees or Coachees
- Stakeholders identified for the programme; and
- other individuals whose personal data is provided by the Client in connection with the Services.

5. Processing only on documented instructions

The Company shall process personal data only on the documented instructions of the Client, unless required to do otherwise by law. In that case, the Company shall inform the Client of that legal requirement before processing, unless the law prohibits such notification.
The Agreement and this Schedule constitute the Client’s complete documented instructions at the start of the processing. The Client may issue additional reasonable written instructions from time to time, provided they are consistent with the Agreement and Data Protection Legislation.
If the Company considers that an instruction infringes Data Protection Legislation, it shall inform the Client without undue delay.

6. Confidentiality

The Company shall ensure that persons authorised to process personal data are subject to a duty of confidentiality, whether contractual, professional or statutory.
The Company shall ensure that access to personal data is limited to those who need access for the purposes of performing the Agreement.

7. Security measures

The Company shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or unauthorised access, taking into account the nature of the personal data and the risks presented by the processing.
Such measures shall include, where appropriate:
- access controls and password protection;
- secure storage of digital records;
- appropriate controls over cloud Services and meeting technology;
- staff awareness and confidentiality measures;
- reasonable steps to maintain the confidentiality, integrity and availability of personal data.

8. Sub processors

The Client authorises the Company to appoint sub processors for the purposes of delivering the Services, including hosting Providers, meeting platform Providers, note taking or transcription Providers, administration support Providers, substitute Providers and other service Providers used in the ordinary course of business.
The Company shall ensure that any sub processor is bound by written terms that impose data protection obligations no less protective than those set out in this Schedule, so far as applicable to the Services provided by that sub processor.
The Company remains responsible for the acts and omissions of its sub processors to the extent required by law.

9. Assistance with rights requests

Taking into account the nature of the processing, the Company shall provide reasonable assistance to the Client, at the Client’s cost where substantial work is required, to enable the Client to respond to requests from data subjects exercising their rights under Data Protection Legislation.
If the Company receives a request directly from a data subject relating to personal data processed on behalf of the Client, the Company shall promptly notify the Client unless legally prohibited from doing so, and shall not respond to the request except on the Client’s documented instructions or as required by law.

10. Breach notification and cooperation

The Company shall notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the Client.
The Company shall provide reasonable cooperation and information to assist the Client in meeting its obligations regarding breach investigation, mitigation, notification and record keeping under Data Protection Legislation.
The Company shall take reasonable steps to identify, contain, investigate and remediate the breach.

11. Assistance with compliance

Taking into account the nature of the processing and the information available to the Company, the Company shall provide reasonable assistance to the Client, at the Client’s cost where substantial work is required, with the Client’s compliance obligations relating to security, breach notifications, data protection impact assessments and prior consultation with the ICO, where applicable.

12. Return or deletion of personal data

On termination or expiry of the Agreement, and at the written request of the Client, the Company shall, at the Client’s option, delete or return personal data processed on behalf of the Client, unless the Company is required or entitled by law, regulation, insurance requirements, limitation periods, professional obligations, or legitimate record keeping requirements to retain some or all of that personal data.
Where deletion is requested, the Company may retain only such limited information as is necessary for those purposes.

13. Audit and information rights

The Company shall make available to the Client such information as is reasonably necessary to demonstrate compliance with this Schedule.
The Client may, on reasonable written Notice and no more than once in any 12 month period unless required by law or following a personal data breach, request reasonable information about the Company’s compliance with this Schedule.
Any audit or inspection shall be limited to what is reasonably necessary, shall be conducted during normal business hours, shall not unreasonably disrupt the Company’s business, shall protect the confidentiality of other Clients and the Company’s confidential information, and shall be at the Client’s cost.

14. International transfers

The Company shall not transfer personal data processed on behalf of the Client outside the United Kingdom unless such transfer is made in compliance with Data Protection Legislation and appropriate safeguards are in place.

15. Order of precedence

If there is any conflict between this Schedule and any other part of the Agreement in relation to the processing of personal data by the Company on behalf of the Client, this Schedule takes precedence to the extent of that conflict.

NOTE:

These Terms of Business are provided for information purposes only. If there is any difference between Web Versions and those issued, the deemed latest copy of the Terms of Business, by date, will apply to the agreement with the Client.