SAS-FAB Professional Services

2. Interpretation

 

1.1 In this Agreement, unless the context otherwise requires: 

 

“Alternate” means a legal person used by the Contractor to assist in the provision of the Services to the Client in accordance with clause 2.2.3; 

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“Associated Company” means any holding company, any subsidiary of the Client within the meaning of Section 1159 Companies Act 2006 and associated office or affiliate of the Client; for the avoidance of doubt neither Green Swan Compliance Limited or Green Swan Financial Ltd is regarded as an Associated Company for the purposes of this contract https://www.greenswancompliance.com/partners/legal-entities.  

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“Commencement Date” means the date from when this contract is signed. 

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“Confidential Information” means all information, details and data of any kind in connection with the business or finances of the Client or any Associated Company including (without prejudice to the generality of the foregoing), organ/tissue donor register, the sensitive personal data of organ and/or tissue donors, their families and recipients of donations information in respect of the management, financial, marketing, business and commercial systems, intellectual property and other rights and arrangements or affairs of the Client or any Associated Company or their companies or donors, customers or suppliers being confidential to the Client or any Associated Company of which the Contractor shall have gained knowledge in the course of or in connection with the provision of the Services under this Agreement; 

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“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), as transposed into UK national law by operation of section 3 of the EU (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; 

 

“Engagement” means the engagement of the Contractor by the Client on the terms of this Agreement; 

“Expiry Date” means 12 months from the signature date upon which date the Engagement under the terms of this this Agreement shall automatically terminate (unless either extended by agreement in writing between the Client and the Contractor or otherwise terminated earlier in accordance with the terms of this Agreement); 

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“Fee” means the rates specified at the relevant Schedule less any deductions for income tax and national insurance contributions as required by law; 

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“Insurance Policies” means any applicable professional liability insurance, public liability insurance; 

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“Intellectual Property Rights” means patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; 

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“Invention” means any invention, idea, discovery, development, improvement or innovation made by the Contractor or any Alternate in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium; 

“Pre-Contractual Statement” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement; 

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“Services” means the Services set out at the Schedule to this Agreement; 

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“Term” means the term of the Engagement under the terms of this Agreement, running from the Commencement Date until the Expiry Date. 

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“Works” means all records, registers, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Contractor or any Alternate in the provision of the Services. 

 

1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation. 

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1.3 Words importing the masculine gender shall include the female gender and vice versa. 

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1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

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1.5 The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule. 

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2. Terms of Engagement 

2.1 Subject to clause 2.3, the Client shall engage the Contractor to provide the Services to the Client with effect from the Commencement Date, and the Contractor hereby undertakes to provide, or ensure any Alternate provides, such Services for the Term or until the termination of the Engagement in accordance with the terms of this Agreement. 

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2.2 During the Engagement, the Contractor shall, and shall procure that any Alternate shall: 

2.2.1 provide the Services with all due care, skill and ability and use their best endeavours to promote the interests of the Client; 

2.2.2 have full responsibility for the provision of the Services including determining the location in which the Services are provided and hours of work required; 

2.2.3 have the right to use an Alternate provided that such Alternate has the appropriate skills and experience and that the Contractor procures that the Alternate enters into a confidentiality agreement in terms materially the same as those at clause 6 below; 

2.2.4 provide details enabling the Client to contact the Contractor or any Alternate at short notice; and 

2.2.5 not without prior written consent of the Client: 

(a) use the name of the Client for any other purposes other than in the provision of the Services; 

(b) have any authority to contract or create any liability for or on behalf of or in the name of the Client or hold itself out as having authority to bind the Client; 

(c) allow any Alternate to hold itself out as having authority to bind the Client; or 

(d) hold itself or any person or permit any Alternate to hold itself out as an employee, servant or agent of the Client. 

 

2.3 The Contractor undertakes that they have, and shall procure that any Alternate has, sufficient time, experience and expertise available to it to provide the Services to the standard required hereunder and to otherwise perform their obligations under this Agreement. 

 

2.4 The Contractor undertakes to, and shall procure that any Alternate undertakes to, promptly give to the Client all such information and reports as the Client may reasonably require relating to the Services. 

 

2.5 The Contractor shall, and shall procure that any Alternate shall, use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require. 

 

2.6 The Contractor will provide all equipment, materials and resources necessary to provide the Services to a satisfactory standard. 

 

2.7 The Contractor may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that: 

(a) the Client will not be liable to bear the cost of such functions; and 

(b) at the Client’s request, the Contractor shall procure that the third party enters into certain direct undertakings with the Client, including with regard to confidentiality. 

 

2.8 The Contractor shall: 

2.8.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; 

2.8.2 not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; 

2.8.3 comply with any anti-bribery and anti-corruption policies of the Client and any other applicable compliance policies, in each case as the Client may update them from time to time; 

2.8.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this Agreement; and 

2.8.5 ensure that all persons associated with the Contractor or other persons who are performing Services in connection with this Agreement, including any Alternate, comply with this clause 2.8. 

 

2.9 Failure to comply with clause 2.8 may result in the immediate termination of this Agreement. 

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3. Fees 

3.1 In consideration of the provision of the Services, the Client shall pay the Contractor the Fee within seven 14 days of receipt of each invoice submitted by the Contractor. 

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3.2 Within seven 14 days of the last working day of each week during the Engagement, the Contractor shall submit to the Client an invoice, which gives details of the days which the Contractor or any Alternate has worked, the Services provided and the Fee payable during the preceding month. 

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3.3 The Client shall be entitled to deduct from any Fee, and any other sums due to the Contractor, any sums that the Contractor or any Alternate owes to the Client or any Associated Company in accordance with this Agreement at any time. 

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3.4 Payment in full or in part of any Fee claimed under Clause 3 or any expenses claimed under Clause 4 shall be without prejudice to any claims or rights of the Client or any Associated Company against the Contractor in respect of the provision of the Services. 

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4. Expenses

4.1 The Client shall reimburse reasonable expenses, which have been properly and necessarily incurred by the Contractor in the course of the Engagement.

4.2  If travel abroad is required in the course of the Engagement for the proper provision of the Services the Contractor shall be responsible for arranging any necessary formalities, including but not limited to insurances, inoculations and immigration requirements. 

 

5. Other Activities and Competition 

5.1 Nothing in this Agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not constitute or cause a breach of any of the Contractor’s obligations to properly provide the Services under this Agreement. 

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6. Confidential Information and Client Property 

6.1   The Contractor shall not (except in the proper course of the provision of the Services) either during the Engagement or at any time after the termination of the Engagement, use or disclose to any person, firm or company and shall take such steps as may be reasonably necessary to prevent the publication or disclosure of any Confidential Information and procure the same of any Alternate. This restriction does not apply to: 

6.1.1 any use or disclosure authorised by the Client or required by law; or 

6.1.2 any information which is already in, or comes into, the public domain otherwise than through any unauthorised disclosure by the Contractor or any Alternate. 

 

6.2  All documents, manuals, hardware and software provided for the Contractor’s use by the Client, and any data or documents (including copies) produced, maintained or stored on the Client’s computer systems or other electronic equipment (including mobile phones provided by the Client) or created or modified by the Contractor or any Alternate during the course of the provision by them of the Services, remain the property of the Client. 

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7, Data Protection 

7.1  The Contractor agrees to, and shall procure that any Alternate shall agree to, comply with their obligations under the Client’s data protection policy and other relevant policies. 

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7.2  Without prejudice to the generality of Clause 7.1, the Contractor will, and shall procure that any Alternate will: 

7.2.1 cooperate fully with the Client in order to enable the Client to comply with its obligations under applicable Data Protection Legislation; 

7.2.2 process any personal data disclosed to it by or on behalf of the Client only: 

(a) for the purposes of providing the Services; and UK Limited 

(b) for the purposes for which that personal data was obtained and is processed by the Client; 

7.2.3 immediately provide such evidence of their compliance with the obligations under this Clause 7.2 as the Client may from time to time reasonably request; 

7.2.4 immediately upon notification by the Client, take all appropriate action to enable the Client to properly comply with any request from a data subject in relation to their personal data; and 

7.2.5 immediately notify the Client of any data breach relating to personal data about which they become aware. 

 

7.3  The Client will process personal data and sensitive personal data (also known as ‘special categories of personal data’) relating to the Contractor in accordance with its Data protection policy. 

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7.4 The Client may monitor the activities of its consultants in accordance with its policies relating to email, internet and communications systems and monitoring at work. 

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7.5 The Contractor shall have liability for and shall indemnify the Client and any Associated Company for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Contractor or any Alternate of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies. 

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8. Intellectual Property 

8.1 The Client hereby assigns and shall procure that any Alternate shall assign, to Green Swan Compliance Ltd all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this Agreement, the Contractor and any Alternate holds legal title in such rights and Inventions on trust for the Client. 

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8.2 The Contractor undertakes and shall procure that any Alternate shall undertake: 

8.2.1 to notify to the Client in writing of the full details of any Works and Inventions promptly on their creation; 

8.2.2 to keep confidential the details of all Inventions; 

8.2.3 whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and Inventions and the process of their creation which are in their possession, custody or power; 

8.2.4 not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client on its behalf; and 

8.2.5 to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client. 

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8.3 The Contractor warrants to the Client that: 

8.3.1 save for any Alternate, it has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works; 

8.3.2 save for any Alternate, it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and 

8.3.3 the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party. 

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8.4 The Client waives, and shall procure that any Alternate shall waive, any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials, infringes the Clients moral rights. 

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9. Insurance and Liability  

9.1 The Contractor shall be liable itself for any loss, liability or costs (including reasonable legal costs) incurred by the Client in connection with the provision of the Services by the Contractor or any Alternate and shall indemnify and keep the Client fully indemnified in relation to such loss, liability or costs and shall, if requested in writing by the Client, maintain in force during the Engagement full and comprehensive Insurance Policies in respect of the provision of the Services by the Contractor or any Alternate. 

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9.2 The Contractor shall ensure that any Insurance Policies requested in accordance with clause 9.1, are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client. 

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9.3 The Contractor shall on request supply to the Client copies of such Insurance Policies and evidence that the relevant premiums have been paid. 

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9.4 The Contractor shall notify any relevant insurers of the Client’s interest and shall cause such interest to be noted on any relevant Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Contractor in respect of which the Contractor would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Contractor shall use all insurance monies received by it to indemnify the Client in respect of any claim and shall make good any deficiency from their own resources. 

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9.5 The Contractor shall comply and shall procure that any Alternate shall comply with all terms and conditions of the Insurance Policies at all times. If any cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Contractor is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Contractor shall notify the Client without delay. 

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10. Contractor's Responsibility for Tax and Indemnity 

10.1 The Contractor shall be solely responsible for the payment of any and all taxes payable in respect of payments paid or payable under this Agreement and shall account to HM Revenue & Customs (and/or any other applicable tax authority) for all taxes payable on such payments and shall indemnify and keep indemnified the Client against all actions, claims, demands, penalties, assessments, liabilities, surcharges and expenses in respect of those payments, howsoever arising. 

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10.2 The Contractor warrants and undertakes to the Client that: 

10.2.1 by entering into this Agreement and providing the Services hereunder, they shall not breach any contract to which they are a party, or breach any duty or obligation owed by the Contractor to any third party; and 

10.2.2 in providing the Services, the Contractor shall ensure that they: 

(a) comply with any and all legal obligations which apply to the provision of the Services (including but not limited to the Bribery Act 

2010); 

(b) comply with such of the Client’s procedures and policies as are from time to time notified to the Contractor by the Client; and 

(c) procure that any Alternate shall comply with the requirements set out in clause 10.2.2(a) and 10.2.2(b). 

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11. Termination 

11.1 The Client may terminate this Agreement for any reason by giving in writing to the Contractor 3 months’ notice. 

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11.2 Notwithstanding the provisions of clause 11.1, the Client may terminate the Agreement with immediate effect without liability to make any further payment to the Contractor, if at any time: 

11.2.1 the Contractor or any Alternate is, in the Client’s reasonable opinion, materially in breach of or fails to observe the terms of this Agreement; 

11.2.2 the Contractor or any Alternate has acted in material breach of any applicable legal or regulatory obligation; 

11.2.3 the Contractor or any Alternate has acted in material breach of any policy of the Client from time to time in force applicable under clause 10.2.2(b) above; 

11.2.4 the Contractor or any Alternate has in the reasonable opinion of the Client been negligent in the provision of the Services; 

11.2.5 the Contractor or any Alternate is (or is, or could be, deemed by law or any court to be) insolvent or unable to pay their debts (as defined in section 123 of the Insolvency Act 1986), stops, suspends or threatens to stop or suspend payment of all or any material part of their indebtedness or commences negotiations with any one or more of their creditors with a view to the general readjustment or re-scheduling of all or any material part of their indebtedness or makes a general assignment for the benefit of, or composition with, their creditors or a moratorium is agreed or declared in respect of, or affecting, all or a material part of their indebtedness; 

11.2.6 a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any part of the assets of the Contractor or any Alternate and is not discharged or stayed within ten days or any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce any encumbrance over any of the assets of the Contractor or any Alternate; 

11.2.7 anything analogous to or having a substantially similar effect to any of the events specified in sub-clauses 11.2.5 and 11.2.6 shall occur under the laws of any applicable jurisdiction; 

11.2.8 the Contractor or any Alternate ceases to carry on the business they carry on today or a substantial part thereof; 

11.2.9 it is or will become unlawful for the Contractor or any Alternate to perform or comply with any of their obligations under this Agreement, or any such obligation is not or ceases to be legal, valid and binding; or 

11.2.10 acts in any manner which in the opinion of the Client brings or is likely to bring the Contractor or the Client into disrepute or is contrary to the best interests of the Client. 

 

11.3 Any delay by the Client in exercising its rights to terminate shall not constitute a waiver thereof. The rights of the Client under this clause 11 shall be without prejudice to any other rights it may have to terminate this Agreement. 

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12. Obligations upon Termination  

12.1 Upon termination of these Terms and/or Client’s access to the SAS-FAB Platform for any reason whatsoever:

12.1.1 Green Swan Compliance Ltd shall offer to securely transfer a Maria database data dump and associated encryption keys to a nominated legal representative of the Client deactivate and permanently delete the Account and all Client Data in the SAS-FAB Platform within 1 month of the effective date of termination of these Terms and/or Client’s access to the SAS-FAB Platform. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, Green Swan Compliance Ltd shall fulfil such request within 1 month of its receipt of such request. Green Swan Compliance will be permitted to charge out of pocket expenses for the provision of a secure database dump, such costs not to exceed two months platform fees.

 

Client must:

• stop using and prevent the further usage of the SAS-FAB Platform, including, without limitation, the Platform;

• pay any amounts owed to SAS-FAB under these Terms; and

• discharge any liability incurred by the Client under these Terms prior to the termination.

• Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid here under.

• The following provisions, within the SAS-FAB Platform T&C’s - Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15., shall survive the termination of these Terms:

 

12.2 Upon termination of this Agreement, the Contractor shall be entitled to receive the Fees up to the date on which this Agreement is terminated, less deductions in respect of any sums owed by the Contractor to the Client.

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13. Independent Contractor Status and Further Indemnities

13.1 The relationship of the Contractor and any Alternate to the Client will be that of independent contractor and nothing in this Agreement shall render it, or any Alternate, an employee, worker, agent or partner of the Client and the Contractor shall not hold itself out as such and shall procure that any Alternate shall not hold themselves out as such. 

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13.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify the Client or any Associated Company for and in respect of: 

13.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, whether by the Contractor or any Alternate, where the recovery is not prohibited by law. 

The Contractor shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and 

13.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any Alternate against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client. 

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13.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Contractor. 

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14. Notices

14.1 Any notice given under this Agreement shall be in writing (including email) and signed (including by electronic signature) by or on behalf of the party giving it and shall be served by delivering it personally, transmitting it by email, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being. A minimum of a 2-month notice period is required. 

Any such notice shall be deemed to have been received: 

14.1.1 if delivered personally, at the time of delivery; 

14.1.2 at the time and date when the email is delivered; and 

14.1.3 in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting. 

 

14.2 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post. 

 

14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

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15. Entire Agreement 

15.1 Each party on behalf of itself (in the case of the Client, as agent for any Associated Company) acknowledges and agrees with the other party (the Client acting on behalf of itself and as agent for each Associated Company) that: 

15.1.1 this Agreement constitutes the entire agreement and understanding between the Contractor and the Client and supersedes any and all previous 

agreements between them, whether written, oral or implied, relating to the Engagement (which shall be deemed to have been terminated by mutual consent); 

15.1.2 in entering into this Agreement neither party has relied on any Pre-Contractual Statement; and 

15.1.3 the only remedy available to either party for breach of this Agreement shall be for breach of contract under the terms of this Agreement and it or they shall have no right of action against any other party in respect of any Pre-Contractual Statement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud. 

 

16. Variation 

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties (or their authorised representatives). 

 

17. Counterparts 

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument. 

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18. Third Party Rights 

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Contractor and the Client shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party. 

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19. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 

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20. Jurisdiction 

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
 

Enclosures:

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Note: The attached schedules at Enclosure 1 are configured online to allow you to select your required configuration options:

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Enclosure 1: Schedules configured and submitted via online form - URL provided by your client relationship manager

Enclosure 2: Rate Card - submitted via online form - URL provided by your client relationship manager

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Contract Version 1.5

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