Terms & Conditions

1. In this Agreement: –

“Agreement” means this agreement between Expolav and Buyer relating to the provision of Products and/or Services;

“Business Day” means Monday to Friday excluding UK public holidays, and Business Hours means 9.00am – 5.00pm on Business Days.

“Commencement Date” means the date specified as such in the Contract;

“Contract” means each contract relating to the provision of Products and/or Services comprising these Terms and Conditions, the relevant Contract Document, any Schedules relating to the Products or Services to be provided pursuant to the Contract and any other documents expressly incorporated into the Contract;

“Contract Document” means a Quotation or Statement of Work as applicable;

“Data Protection Law” means the following, to the extent that they form part of applicable law from time to time: the Data Protection Act 2018, the UK or EU version (as applicable in the relevant circumstances) of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and all applicable regulations, acts of parliament and other laws issued under them or to replace them, and the terms “personal data”, “data subject”, “controller”, “processor” and “process/processing” shall have the same meanings in this Agreement as they are given in Data Protection Law at the relevant time.

“Delivery Location” means the location agreed in the Contract for delivery of the Products or Services;

“Fees” means the fees payable pursuant to each Contract;

“Initial Period” means the initial period of a Contract for the provision of Services as specified in such Contract;

“Intellectual Property Rights” means copyright, database rights, patents, registered and unregistered design rights, registered and unregistered trademarks and all other industrial, commercial or intellectual property rights existing in any jurisdiction and all rights to apply for the same;

“MSSA” means a master sales and service agreement (if entered) between Expolav and Buyer under which the parties may agree individual Contracts;

“Products” means the products (if any, whether software, hardware or other items, but excluding the Services) and all substitutions, replacements or renewals of such products and all related accessories, manuals and instructions provided for them, as identified in the Contract, to be delivered by Expolav pursuant to such Contract;

“Project” means the entirety of the Products and Services to be supplied under a Contract;

“Quotation” means a quotation provided by Expolav and agreed by Buyer identifying Products and/or Services to be provided under a Contract;

“Schedule” means any support or other schedule to a Contract agreed and signed in writing by the parties relating to the Products or Services to be provided pursuant to a Contract;

“Services” means the services identified in the Contract to be provided by Expolav pursuant to such Contract;

“Software” means any software provided by Expolav to Buyer under a Contract;

“Statement of Work” means the statement of work agreed between the parties identifying the Products and/or Services to be provided under a Contract;

“Terms and Conditions” means these terms and conditions;

“Third Party Items” means any items provided or procured by Expolav from third parties for Buyer pursuant to a Contract;

 “VAT” means value added tax chargeable under English Law for the time being and any similar tax.

1. Headings in these terms are for convenience only and do not affect interpretation.

1. Each Quotation or Statement of Work shall constitute a separate Contract between the parties.

The parties may subsequently agree in writing that further products and/or services are to be provided, and any such agreement shall constitute a separate contract governed by these terms.

1. In the event of any conflict or inconsistency between the documents comprising a Contract, the documents shall prevail in the following order: the Quotation or Statement of Work; the Schedules; the terms of this Agreement.

1. Relationship

1. Expolav agrees to provide Buyer with the Products and the Services specified in each Contract, in consideration for payment by Buyer of the Fees and subject to the provisions of each Contract.

1. The parties will each nominate a “Representative” to be responsible for liaising with each other regarding the management of each Contract.

1. The parties acknowledge that they are independent contractors and nothing in a Contract or MSSA creates any form of partnership or other special relationship.

1. Inception of Contracts under MSSA

1. Where there is an MSSA in place between the parties, Contracts will usually be initiated by:

1. Buyer providing a design or other requirement for Products and Services to Expolav;

1. Expolav responding with a bill of materials or other design document and a schedule of estimated costs.

1. A Quotation or Statement of Work will be agreed between the parties setting out the details of the Products and Services to be delivered under the applicable Contract.

1. The Contract constituted by the Quotation or Statement of Work will become binding upon (and not before) signature by both parties.

1. The parties may subsequently agree in writing further details relating to a Contract, for example in relation to scheduling, which shall be deemed incorporated into the relevant Contract.

1. Delivery

1. Delivery of Products shall be made by Expolav to the Delivery Location.  Expolav shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties.  Title and risk shall transfer in accordance with clause 10.

1. Buyer shall procure that a duly authorised representative of Buyer or (if applicable) the Customer shall be present at the Delivery of the Products.  Acceptance of delivery by such representative shall constitute conclusive evidence that Buyer has examined the Products and has found them to be in good condition, complete and fit in every way for the purpose for which they were intended.  If required by Expolav, Buyer’s duly authorised representative shall sign a receipt confirming such acceptance.

1. To facilitate Delivery, Buyer shall, at its sole expense, provide all requisite materials, facilities, access and suitable working conditions, whether the Delivery Location is at Buyer’s or Customer’s premises, to enable Delivery to be carried out safely and expeditiously. Expolav will use reasonable endeavours to cause minimal disruption at such Delivery Location.

1. Changes 

1. Unless otherwise specified in a Contract Document or Schedule, if Buyer wishes to make a change to the Services or Products to be provided under a Contract (a “Change”), it must notify Expolav by issuing a “Change Request”.  Expolav will then assess the Change Request, and each party’s Representative will discuss the nature and scope of the Change requested. If, in Expolav’s opinion, the Change is feasible, it will submit a “Change Control Note” setting out the revisions to the Fees, Contract Document and/or Schedules that the Change would result in. Buyer shall accept or reject the Change Control Note within ten (10) Business Days of receipt, and if accepted, the Change Control Note shall become part of the relevant Contract. If a Change Control Note is rejected by Buyer or is not accepted by it within ten (10) Business Days, the Change Request will be deemed withdrawn. Any Change proposed by Expolav will follow the same procedure.

1. Any changes requested by Buyer after it has signed off on or accepted any part of a Project will be a change entitling Expolav to charge for any additional work at its normal rates.

1. Acceptance

1. If a Contract Document specifies that any Products are subject to acceptance testing, the parties shall agree an acceptance test plan (“ATP”) as soon as reasonably practicable after entering the Contract. Expolav will notify Buyer whenever any part of the Project is ready for acceptance testing (the “Readiness Date”). Within five (5) Business Days of the Readiness Date, Expolav will commence acceptance testing in accordance with the ATP. Buyer shall be entitled to be present at all such acceptance testing, either physically or virtually.

1. Within two (2) Business Days of completion of testing, Expolav  will provide all relevant feedback to Buyer, whether that is acceptance or not.

1. If any element of the system supplied and installed by Expolav does not pass testing in accordance with the ATP, Expolav will revisit the installation. Expolav will be responsible for obtaining replacements for faulty equipment, but shall be entitled to charge at its normal rates for its time incurred in the revisit.

1. Fees

1. Expolav will provide Products and/or Services in accordance with the fees set forth in the applicable Contract.  Expolav may increase its rates applicable under any Contract by not more than the rate of change in the UK retail prices index (all items) since such rates were previously set, not more than once per year.

1. The budget in relation to each Project is prepared on the basis of project continuity being maintained. Delays requested or caused by Buyer may cause additional costs, such as the need to charge for staffing or supplies and services already committed to, or to maintain staff availability.  Expolav will charge for the additional committed costs and also reserves the right to invoice the value of the project to date on the basis of Expolav’s standard time and materials rates.  Any such charges will not exceed the total Fees set out in the Contract.

1. Expenses

1. Unless otherwise agreed in writing or set out in the Contract, Buyer will be responsible for all costs and expenses of Expolav in performing each Contract, provided that Expolav will obtain Buyer’s prior approval for any material costs or expenses. Expenses chargeable to Buyer may include travel expenses to any Buyer or Customer premises and the cost of overnight accommodation and reasonable subsistence if necessary for the proper performance of the Contract.

1. Buyer will reimburse Expolav for all applicable shipping, handling, and materials costs, taxes or other charges or fees, such as out of pocket expenses, permits, certificates, customs declarations and registration and all other related expenses incurred in the performance of Services under the applicable Contract at actual costs.  Buyer is responsible for all additional fees.

1. Payment and Deposit

1. The Fees shall be payable as specified in the Contract, or, if not specified, on a monthly basis in advance, and Expolav will invoice accordingly.  Invoices are payable in the currency and within the number of days from the date of the invoice as set out in the Contract. The Fees are exclusive of VAT which shall be payable by Buyer.

1. All invoices must be paid in full without any deduction or withholding into the bank account notified by Expolav for such purpose from time to time. Any dispute regarding an invoice must be raised with full details within fourteen (14) days of the invoice date, otherwise the invoice is deemed accepted, and in any event the undisputed amount of any invoice must be paid in full in accordance with this clause.

1. Without prejudice to any other remedies it may have, if Buyer does not pay any sum when due under any Contract, Expolav will be entitled to:

1. claim interest on all outstanding amounts at 4% over the base rate of the Bank of England (before and after judgment);

1. declare all outstanding invoices due and payable immediately;

1. suspend deliveries of Products or Services under any Contract;

1. terminate any Contract for material breach under clause 18.5.1 with all sums payable under it becoming immediately due;

1. set off any amount Buyer has pre-paid to Expolav under any Contract in respect of any products or services against any amount that Buyer owes under any such invoice;

1. request an immediate payment on account by Buyer; and/or

1. remove all or any Products which have been delivered to, or installed at, Buyer’s site equivalent to the value of the sum owed by Buyer as at the date such Products are removed (and Buyer hereby irrevocably consents to entry by Expolav to its site(s) for this purpose).

1. In respect of any credit offered or requested from time to time, Expolav may, at any time and in its entire discretion, revoke such credit, change the terms on which such credit is offered, require financial data from Buyer for verification of Buyer’s credit worthiness, and/or require a bank guarantee or other security in respect of such credit.

1. Any “Deposit” specified in a Contract Document is a deposit against default by Buyer of payment of any Fees or any loss of or damage caused to the Products.  If Buyer fails to pay any Fees or causes any loss or damage to the Products (in whole or in part), Expolav shall be entitled to apply the Deposit against such default, loss or damage.  Buyer shall pay to Expolav any sums deducted from the Deposit within ten (10) Business Days of a demand for the same.

1. Title and Risk

1. Title in all Products shall remain with Expolav until it has received cleared full payment of all amounts due to Expolav.

1. If payment for the Products is not received in full when due, Expolav may recover possession of all such Products and Buyer hereby gives Expolav and its authorised agents or representatives irrevocable permission to enter its premises to do so.

1. The Buyer may sell the Products in the normal course of its business and may pass good title to Customers who have, in good faith, purchased the Products without notice of Expolav’s retention of title, provided that:

1. Buyer will hold all proceeds of sale in relation to such Products in trust for Expolav until it has paid all sums due to Expolav, and Expolav shall have beneficial ownership of all such sums;

1. Expolav may at any time by giving written notice to Buyer revoke Buyer’s power of sale pursuant to this clause; and

1. Buyer shall notify Expolav immediately in writing of any attachment or other interest asserted by a third party in respect of any such Products.

1. Until title to the Products has passed to Buyer, Buyer shall:

1. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

1. keep the Products separate from its own equipment and that of the Customer and clearly marked as the property of Expolav;

1. not, without the prior written consent of Expolav, sell or offer for sale, underlet or lend the Products to third parties or allow the creation of any mortgage, charge, lien or other security interest in respect of them;

1. ensure that the Products are kept in satisfactory condition and in an appropriate environment; and

1. keep the Products insured against all risks for their full price from the date of delivery.

1. Risk in all Products transfers to Buyer upon delivery to Buyer or Customer, from which point Buyer must insure such Products on an all risks basis to their full replacement value until the Products are paid for in full.

1. Expolav Obligations

1. Expolav will:

1. provide the Products materially in accordance with the Contract including any specifications therefor set out in the Contract;

1. perform the Services materially in accordance with the Contract including any specifications therefor set out in the Contract;

1. perform the Services in a professional manner, with appropriately qualified staff, and with reasonable
   skill and care.

1. Any breach of clause 11.1 shall entitle Buyer to repair, replacement or payment for repair or replacement (in each case at Expolav’s sole choice) of the affected Products, or performance of the affected Services free of charge, provided that Buyer has notified Expolav of the breach within thirty (30) days of acceptance in the case of the Products or within fourteen (14) days of performance in the case of the Services].

1. Expolav will use reasonable endeavours to ensure that any agreed timetable is met, but time is not of the essence of the agreement, and Expolav will not be liable for any consequences of delay.

1. Each Contract is subject to any assumptions and caveats set out in the applicable Quotation or Statement of Work (“Assumptions”), and Expolav will not be liable for any delay or failure caused by any Assumption being infringed or incorrect.

1. Expolav will pass through to Buyer any transferrable Product warranties and remedies provided by the manufacturer, upon payment of the Fees, but will not itself be liable in respect of such warranties and indemnities.

1. Buyer’s Obligations

1. Timely and constructive input from Buyer is essential for the performance of each Contract. Buyer shall promptly provide Expolav with all information, instructions, materials and help reasonably required (including, without limitation, promptly providing all approvals and sign-offs required in relation to the Project, or reasonably detailed reasons why it is not providing such approval or sign-off), and shall make available its premises, facilities, systems and appropriately qualified staff as may be required to enable Expolav to perform the Contract.

1. Buyer warrants that all Buyer input will be true, accurate and complete in all material respects.

1. Buyer is responsible for ensuring that the Products and Services described in the Contract meet its requirements and those of any Customer, and Expolav gives no warranty in this regard.

1. As between Expolav and Buyer, Buyer is responsible for ensuring that all passwords and other user information are kept safe, and for using appropriate measures to prevent any virus or other harmful component from entering its systems, although Expolav will use reasonable endeavours (including standard industry measures) not to supply any Products or Services contaminated with such components (but does not give any guarantee in this respect).

1. Buyer will at all times act in good faith towards Expolav and its staff, and will take all reasonable steps to mitigate any losses it may suffer.

1. Buyer will ensure that any Assumptions are met and will perform any other responsibilities identified as belonging to Buyer in the other documents comprising a Contract.

1. Buyer may not make any representations, warranties or other statements to actual or potential customers or other persons concerning the Products or Services beyond those contained in Expolav’s accompanying documentation.

1. Buyer warrants that there will be no transfer of an undertaking for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”), whether from Buyer, a Customer or any of their other service providers, occasioned by the performance of any Contract, and Buyer agrees to indemnify Expolav against all losses, damages, liabilities, and reasonable costs and expenses arising in connection with any claim relating to such a transfer. Subject to the foregoing indemnity being fulfilled, Expolav agrees to indemnify Buyer against all losses, damages, liabilities and reasonable costs and expenses arising in connection with any claim that the termination of the Contract gives rise to a transfer of an undertaking for the purposes of TUPE. If TUPE applies, each party agrees to comply with its information and consultation obligations thereunder.

1. Intellectual Property

1. Buyer remains the owner of all Intellectual Property Rights in its own materials and grants Expolav a non-exclusive, non-transferable, limited licence to use such materials to the extent necessary to perform its obligations under a Contract. Buyer warrants that Expolav’s use and/or possession of such materials in accordance with the Contract will not infringe the Intellectual Property Rights of any third party, and agrees to indemnify Expolav against all liabilities, damages and reasonable costs and expenses arising from any claim that it does so infringe.

1. Expolav or its licensors retain all Intellectual Property Rights in all items supplied by Expolav in relation to a Contract (“Retained Rights”). Subject to Buyer’s payment of all amounts due to Expolav and subject also to clause 10.1, grants Buyer a non-exclusive, worldwide, perpetual licence to use the subject-matter of the Retained Rights for the sole purpose of enjoying, and allowing the Customer to enjoy full use of the Products and Services.

1. Where any Software is provided as part of a Project, this will be on the terms of the relevant proprietor’s licence terms accessible in the relevant product specifications or available from Expolav. Buyer may not, save to the extent required to be permitted by law, copy, adapt, modify, reverse engineer or decompile such Software or make it available to or use it on behalf of any other person other than the Customer in relation to the relevant Project. No rights are granted in relation to the source code relating to such Software.

1. Intellectual Property Rights in any Third Party Items remain vested with the originator thereof. As between Expolav and Buyer, Buyer will be responsible for paying and renewing all applicable licence and other fees associated with Third Party Items (save as specified in the Contract), and for complying with all usage restrictions notified to it by Expolav and/or the relevant third party, and will indemnify Expolav against all consequences of claims that it has failed to do so.

1. Expolav warrants that, subject to Buyer’s compliance with clause 13.4, Buyer’s possession and use of the Products and Services in accordance with the Contract will not infringe the Intellectual Property Rights of any other person.

1. Expolav agrees to indemnify Buyer against all liabilities, damages and reasonable costs and expenses arising from any claim which results from a breach of the foregoing warranty.

1. The indemnity at clause 13.6 is subject to Buyer not making any admissions or statements in relation to the claim and giving to Expolav:

1. Notice of the claim as soon as it becomes aware of it;

1. Sole control of the claim; and

1. All reasonable assistance in relation to the claim.

1. Confidentiality and Protection of Interests

1. Each party undertakes that it will:

1. retain in confidence the terms of this Agreement and of each Contract, and all information and knowhow transmitted to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”);

1. make no use of the other party’s Confidential Information except under the terms and during the existence of the Contract; and

1. not disclose any of the other party’s Confidential Information to any other person.

1. Clause 14.1 does not apply to information which comes into the public domain through no fault of the receiving party, is demonstrably independently developed by the receiving party, or to the extent that it is required to be disclosed by law or competent authority. Either party may disclose the terms of a Contract and this Agreement to its outside legal and financial advisers in the ordinary course of business.

1. Expolav may disclose passwords and user IDs to its providers of support, only where necessary for the provision of support to Buyer or Customer.

1. Upon termination of a Contract, each party will on request return the other’s Confidential Information to that other party or destroy the same, and if destroying the same shall certify in writing (signed by a director) that it has destroyed such information.

1. Each party agrees not to solicit any consultant, employee, freelance sub-contractor or associate of the other, either during a Contract or within a period of one year after its end, without the other’s prior written consent. Any engagement of such a person in contravention of this clause will render the breaching party liable to pay the non-breaching party a sum equal to the aggregate annual remuneration of the individual engaged in his or her final year of engagement with the non-breaching party (and if the individual has served less than a year, such remuneration will be annualised). The parties agree that this clause represents a reasonable and proportionate remedy in the context of the loss likely to be suffered by the non-breaching party.

1. Liability

1. Each party’s liability to the other in respect of any claim for breach of contract, tort (including negligence), breach of statutory duty or otherwise, howsoever arising and whether or not either party knew of the possibility of such losses arising, other than a breach of payment obligations, shall be limited as follows:

1. in respect of (i) any claim for personal injury or death caused by a party’s negligence, and (ii) liability for fraud including fraudulent misrepresentation, no limit shall apply;

1. in respect of any loss of profits, business, revenue, opportunities or anticipated savings, and loss of or damage to goodwill or data, each party’s liability shall be excluded;

1. in respect of any indirect or consequential loss or damage, each party’s liability shall be excluded;

1. in respect of any other claim, each party’s liability shall be limited to a maximum of the amount of Fees paid or payable by Buyer under the Contract under which liability arose, always subject to a maximum of £1,000,000.

1. Expolav will not be liable for any breach of a Contract caused by any of the following:

1. acts or omissions of Buyer, a Customer or any of their trading partners;

1. failure by Buyer or a Customer to follow any user instructions relating to the relevant Products (including Software);

1. use of Products by any person without the requisite skills, training and understanding;

1. use of Products in conjunction with any third party items not supplied or approved by Expolav;

1. breach by Buyer of any of its obligations under clause 12;

1. use of Products other than for their intended purpose; and/or

1. any changes or alterations to Products not carried out or specifically approved in writing by Expolav;

and Expolav shall be entitled to charge Buyer for any work or additional work required as a result of any of the foregoing at its normal rates.

1. Expolav gives no commitment that products, services or any supported items will be usable on an uninterrupted or error-free basis.

1. Insurance

1. Expolav shall at all times during this Agreement effect and maintain professional indemnity insurance to a value of not less than £1million.

1. Expolav will on Buyer’s written request supply Buyer with details of any insurance policies maintained pursuant to clause 16.1.

1. Force Majeure

1. Expolav reserves the right to defer the date of performance of the Services, if it is prevented from, or delayed in, carrying on its business by acts, events, circumstances, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Buyer or any other party), failure of a utility or telecommunications service or transport network, act of God, epidemic, pandemic, war, terrorism, riot, civil commotion, malicious damage, governmental order, changes in law, accident, breakdown of plant or machinery, fire, flood, severe weather, natural disaster or default of suppliers or sub-contractors (“Force Majeure”).

1. Neither party be liable for any failure or delay in the performance of its obligations arising as a result of Force Majeure.

1. Either party may terminate a Contract by giving written notice to the other if either party is substantially prevented from performing its obligations under the Contract by Force Majeure for a period exceeding thirty (30) days.

1. Duration and Termination

1. The MSSA shall continue in force for so long as there are any Contracts in place between the parties and for a period of one year after completion of the final Contract to be performed.

1. Each Contract will come into force on the Commencement Date specified in such Contract, and will, subject to clause 18.3 remain in force until completion of the delivery of the Products and Services by Expolav unless the Parties agree to extend the term in which event the terms of the Contract shall also apply to such extension unless otherwise agreed in writing.

1. In relation to any Contract for the provision of Services which specifies an Initial Period, then unless otherwise specified in the Contract, such Contract shall continue for the Initial Period and will then continue in force for further periods of one year unless terminated by either party giving the other not less than 3 months written notice such notice to expire upon the expiry of the then current period of the Contract.

1. If any Products or Services continue to be supplied beyond the period of the relevant Contract, the terms of that Contract shall continue to apply to all such supplies unless and until agreed otherwise in writing.

1. Either party may terminate a Contract immediately by giving written notice to the other if the other party:

1. commits any material breach of any of the terms of a Contract and fails to remedy that breach (if capable of remedy) within thirty (30) days after receipt of notice from the other party giving full particulars of breach and requiring its remedy; or

1. has any steps taken for its entry into liquidation, winding-up, dissolution, bankruptcy, receivership, administration or administrative receivership.

1. Without affecting any other right or remedy available to it, Expolav shall be entitled to terminate a Contract with immediate effect by giving written notice to Buyer if Buyer fails to pay any Fees due under the Contract on the due date for payment and remains in default not less than fifteen (15) days after being notified in writing to make such payment.

1. If Expolav terminates a Contract pursuant to clause 18.6, it shall be entitled to terminate any other Contract with Buyer at the same time.

1. Termination of any Contract shall not affect any accrued rights or liabilities of either party. Neither shall it affect the coming into force or continuation in force of any provision of a Contract that is expressly or by implication intended to come into or continue in force on or after termination.

1. Data Protection

1. Each party will comply with applicable Data Protection Law and all associated regulations in relation to any personal data obtained or derived from the other.

1. If Expolav processes any personal data on behalf of Buyer or a Customer (as such terms are defined in Data Protection Law), the parties agree that for the purposes of Data Protection Law, Buyer or the Customer (as the case may be) is the controller and Expolav is the processor. In relation to all such personal data Expolav agrees as follows:

1. to process the personal data only on documented instructions from Buyer or the Customer (as the case may be) (which include the terms of the Contract), including with regard to transfers of personal data to a third country or an international organisation, unless required to do otherwise by UK, European Union or EU member state law to which Expolav is subject; in which case, Expolav will inform Buyer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

1. to ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

1. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk as required by Data Protection Law;

1. to take steps to ensure that any natural person acting under Expolav’s authority who has access to personal data does not process them except on instructions from Buyer or the Customer (as the case may be), unless he or she is required to do so by UK, European Union or applicable EU member state law;

1. taking into account the nature of the processing, to assist Buyer or the Customer (as the case may be) by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of their obligation to respond to requests for exercising a data subject’s rights laid down in Data Protection Law;

1. to assist Buyer or the Customer (as the case may be) in ensuring compliance with the obligations pursuant to Articles 33 to 36 of the GDPR (or corresponding obligations under other Data Protection Law) taking into account the nature of processing and the information available to Expolav;

1. as required by Buyer’s or the Customer’s (as the case may be) written notice, to delete or return all the personal data to Buyer or the Customer (as the case may be) upon the end of the provision of Services relating to the processing of the personal data, and delete existing copies unless and to the extent that UK, European Union or applicable EU Member State law requires storage of the personal data, and certify in writing to Buyer or the Customer (as the case may be) that Expolav has done so;

1. to make available to Buyer or the Customer (as the case may be) all information necessary to demonstrate compliance with the obligations laid down in this clause 19.2 and to allow for and contribute to audits, including inspections, conducted by Buyer or the Customer (as the case may be) or their nominee;

1. immediately to inform Buyer or the Customer (as the case may be) if, in Expolav’s opinion, an instruction given by Buyer or the Customer (as the case may be)  infringes Data Protection Law;

1. not transfer such personal data to any destination that is outside the UK and the European Economic Area without the prior written approval of Buyer or the Customer (as the case may be), unless such transfer is in accordance with Articles 45 or 46 of the GDPR (or corresponding obligations under other Data Protection Law) in which case Expolav shall provide Buyer or the Customer (as the case may be) with written details of such transfer.

1. Buyer hereby authorises Expolav to appoint sub-processors to the extent Expolav consider necessary for the provision of the Services provided that:

1. such sub-processors have entered a written contract with Expolav which includes no less stringent obligations on such sub-processors than those set out in clause 19.2, providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Law;

1. where that sub-processor fails to fulfil those obligations, Expolav shall remain fully liable to Buyer for the performance of that sub-processor’s obligations; and

1. Expolav shall inform Buyer of any intended changes concerning the addition or replacement of sub-processors, and give Buyer the opportunity to object to such changes.

1. Buyer hereby warrants that the provision by it or any person on its behalf to Expolav of any personal data for the purposes of any Contract will not infringe Data Protection Law, provided that Expolav complies with the applicable terms of the Contract, and that Buyer has all rights and/or consents necessary to instruct Expolav to process personal data in accordance with the Contract.

1. Assignment and Sub-contracting

1. Neither party may transfer any of its rights or obligations under any Contract or this Agreement to another person without the other party’s prior written approval, which the other party shall not unreasonably withhold or delay, provided that Expolav may transfer any of its rights or obligations under any Contract to any of its group undertakings as defined in s1161(5) Companies Act 2006.

1. Expolav shall be entitled to sub-contract its obligations under any Contract provided that it shall remain primarily liable to Buyer for the performance of any such obligations.

1. General 

1. Any notices sent in relation to a Contract must be in writing and be delivered in person or sent by first class post, courier or email to the details of the relevant party as set out in the Contract (or as subsequently notified in accordance with this clause). Notices are deemed given as follows: (i) if personally delivered on delivery (ii) if sent by first class post or courier two Business Days after posting, and (iii) if sent by email upon the email entering the senders “sent items” folder provided that no transmission failure notice is received.

1. No delay or failure by either party to exercise any of its powers, rights or remedies under a Contract will prevent a further or later exercise of such powers, rights or remedies.

1. If any clause or part of a clause in any Contract is found to be illegal, invalid or unenforceable, that clause or part of a clause will (to the least extent necessary to render the clause or part clause legal, valid and enforceable) be deemed removed, and this shall not affect the other provisions of the Contract or any other Contract between the parties, which shall remain in full force and effect.

1. No Contract may be amended in any way other than (a) by a written schedule signed by an authorised signatory of both parties or (b) as provided at clause 5.

1. No person other than a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of a Contract.

1. Each Contract comprises the entire agreement between the parties in relation to the Project to which that Contract relates. The terms of the Contract replace and supersede any other agreements, representations, warranties and other terms, express or implied, relating to its subject-matter, all of which are expressly excluded. Buyer acknowledges that it has not relied on any representation by Expolav in entering into any Contract.

1. This Agreement and Contracts can be executed in counterparts. The executed counterparts shall together constitute one document.

1. The parties agree that they may use electronic signatures and agree that any electronic signatures will be legally valid, effective and enforceable.

1. The parties will endeavour to resolve any disputes amicably. Any dispute not resolved by the parties’ Representatives shall be referred to senior managers of each party, and if they are unable to resolve it, it shall be referred to a director of each party.

1. Each Contract is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute.