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Commercial in Confidence

Capita Business Services Limited - of 32

CAPITA BUSINESS SERVICES LIMITED

And [ ]

Service Agreement

Registered office as below. Registered in England No. 2299747 Part of Capita Plc, 71 Victoria Street, Westminster, London SW1H 0XA. www.capita.co.uk

http://www.capita.co.uk/

Commercial in Confidence © Capita Business Services Limited

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THIS AGREEMENT is made on the […..] day of […….] 201..]. BETWEEN: (1) CAPITA BUSINESS SERVICES LIMITED, trading through it business division Capita

Intelligent Communications, a company incorporated in England and Wales (No. 2299747) whose registered office is at 71 Victoria Street, Westminster, London SW1H 0XA (“Capita”); and

(2) [ ] whose principal place of business is at [………….] (“Customer”). RECITALS (A) The Customer has requested Capita to provide the services as detailed in Schedule

1 (the Services); and (B) Capita has agreed to provide the Services in consideration of payment of the Charges

and subject to the terms and conditions set out in this Agreement. PROVISIONS: 1 Definitions 1.1 In this Agreement, the following definitions shall have the following meanings:

“Agreement” means the following terms and conditions and any Schedule attached hereto; “Applicable Laws” means all laws, enactments, orders, regulations, and other similar instruments applicable to the rights and obligations of the parties under this Agreement or to the Services; “Brexit” means withdrawal of the United Kingdom from the European Union; “Capita IPR” means any Capita owned or licensed software, code or materials used by Capita in the provision of the Services; “Capita Third Party IPR” means any third party owned or licensed software, code or materials used by Capita in the provision of the Services; “Charges” means the Charges and any other fees or remuneration as set out in Schedule 2; “Change” means any proposed change to the Services dealt with in accordance with the Change Control Procedure; “Change Control Procedure” means the procedure to implement any proposed changes to the Services to be followed by the parties set out in Schedule 3; “Capita Communications Services (CICS)” means Capita; “Claim” means any claim, demand, proceeding, regulatory action, complaint or other action and including threats of any of the same.


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“Controller” has the meaning set out in the Data Protection Legislation “Commencement Date” means the date after the Effective Date upon which Capita commences performing the Services; “Customer Data” means any information or data (including Personal Data as defined by the GDPR provided to Capita by the Customer pursuant to this Agreement including such information or data which will be provided to Capita pursuant to the provision of any document storage services provided as part of the Services; “Customer Personal Data” means Personal Data which is:

(a) transmitted by or on behalf of Customer to, or is otherwise Processed by, Capita under this Agreement; or

(b) generated under this Agreement; “Customer Legacy Issue” means:

a) any error, issue or failure in the data, systems, business processes, administrative process, operational IT activity, security, procedures or Customer Systems undertaken or used by Capita in relation to the Services which existed at (including those which were not identified prior to) the [Service Commencement Date] and which (i) results in an error, failure or issue in the output of such data, business process, procedure or system or (ii) breaches, or contributes to the breach of any applicable law or regulatory requirement or (iii) has an adverse impact on the provision of the Services; or

b) any errors or incompleteness in any Customer Data that

have arisen prior to the [Service Commencement Date], giving rise to a breach of applicable law or a regulatory breach.

“Data Protection Legislation” means the GDPR or any replacement legislation applicable in England and Wales from time to time (whether or not as a result of Brexit) and any other applicable laws relating to the processing of personal data; “Data Subject” has the meaning set out in the Data Protection Legislation; “Deliverables” means all documents, compact discs, processed data, and other materials to be provided by Capita to the Customer as part of the Services; “Effective Date” means the date that the Agreement is signed, where signed on different dates this will be the date of the second signatory; “Electronic File” means any text, illustration or other matter supplied to Capita in digitised form on disk, through a modem, by ISDN or any other communication link or portable storage device;

“Exit Charges” means those costs that Capita is entitled charge for removal of the Storage Information from its sites or systems as detailed in the relevant Schedule;


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“Force Majeure” means any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof), fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available; “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016; “GDPR Effective Date” means 25 May 2018 (or such other date on which the GDPR becomes applicable in England and Wales); “Index” means the percentage change recorded in the “all items” figure of the Average Weekly Earnings Index published by the Office for National Statistics or any successor body for the preceding twelve month period; “Initial Term” means a period of [ ] from the Commencement Date; “Lawful Grounds” means the principles and conditions relating to processing of Personal Data set out in the Data Protection Legislation; “Personal Data” has the meaning set out in the Data Protection Legislation; “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data; “Processing” has the meaning set out in the Data Protection Legislation and “Process” and “Processed” shall be construed accordingly; “Processing Activities” has the meaning given in clause 17.3.1(a) “Processing Security Measures” has the meaning given in clause 17.4.4 “Processor” has the meaning given in the Data Protection Legislation; “Schedule” means any schedules attached to this Agreement; “Security Considerations” means, in relation to the Processing Security Measures:

(a) the state of the art, the costs of implementation, the nature, scope, context and purposes of the Processing Activities as well as the risk of varying likelihood and severity for the rights and freedoms of the relevant Data Subjects; and

(b) the risks that are presented by the Processing Activities, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data transmitted, stored or otherwise Processed;

“Services” means the provision of services to be provided by Capita as detailed in Schedule 1;


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“Storage Information” means all files, documents, paper, film, fiche, reports, text, graphics, photographs, computer data files, media, and information provided by the Customer for scanning, processing, reference, or other use; “Sub-Processor” has the meaning give in clause 17.4.5; and “Supervisory Authority” means the UK’s Information Commissioner’s Office or replacement authority responsible for the monitoring and enforcement of the Data Protection Legislation. “Transition Plan” means where applicable the agreed plan for transition of services from the Customer or previous contractors of the Customer (where applicable) to Capita as detailed in Schedule 3; “Working Days” means Monday to Friday excluding bank holidays recognised in the City of London; “Working Hours” means from 8am to 4pm on any Working Day or as otherwise specified in Schedule 1.

1.2 In this Agreement: 1.2.1 a reference to any statute or statutory provision shall be construed as a

reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

1.2.2 a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented;

1.2.3 headings and titles are for convenience only and do not affect the interpretation of this Agreement;

1.2.4 the Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.

Agreement 1.3 In consideration of the payment of the Charges Capita agrees to provide the

Customer the Services for the Initial Term in accordance with the provisions of this Agreement.

1.4 Unless expressly confirmed in writing by the parties, in the event of any conflict,

inconsistency or ambiguity between the provisions of this Agreement the following order of precedence shall apply:

(i) Special Terms (Schedule 1)

(ii) Charges (Schedule 2)

(iii) Services [and service levels ] (Schedule 3)


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(iv) General terms & conditions of the Agreement

(v) Any other Schedules attached to the Agreement

2 Customer Obligations 2.1 The Customer will use best endeavours to ensure that the Customer Data and/or

Storage Information shall contain no illegal, obscene, pornographic, defamatory or blasphemous material. The Customer will notify Capita immediately it becomes aware of the existence of any material contained in the Customer Data and/or Storage Information which might cause the Customer to be in breach of this Clause.

2.2 It is the Customer’s responsibility to maintain a copy of any original Electronic File. 2.3 Capita shall not be responsible for checking the accuracy of supplied input from an

Electronic File unless otherwise agreed. 2.4 If an Electronic File is not suitable for outputting on equipment normally adequate for

such purposes without adjustment or other corrective action Capita may make a charge for any resulting additional cost incurred.

2.5 If any other licence or consent of any government or other authority shall be required for the provision of the Services to the Customer, the Customer shall obtain the same at its own expense and if requested produce evidence of the same to Capita on demand. Failure to obtain any licence or consent shall not entitle the Customer to withhold or delay payment of the Charges. Any additional expenses or charges incurred by Capita resulting from such failure shall be chargeable as an additional to this Agreement.

2.6 The Customer shall provide Capita with all descriptions and information relating to the Storage Information necessary for Capita to provide the Services and produce the Deliverables required by the Agreement.

2.7 The Customer shall not do or omit to do anything that prevents Capita from delivery of the Services.

2.8 The Customer shall notify Capita of any variation in volumes to those specified in Schedule 3.

2.9 If applicable, prior to the time stated for delivery of the Deliverables, the Customer shall agree with Capita the requirements in respect of the return of the Storage Information to the Customer or the long term storage requirements for the Storage Information or the destruction of the Storage Information.

3 Exclusivity 3.1 The Customer grants Capita the right to deliver the Services and all other similar

services to those envisaged hereunder on a sole and exclusive basis.

4 Term 4.1 Unless otherwise terminated in accordance with the provisions of this Agreement or

otherwise in accordance with law or equity, this Agreement shall take effect on Commencement Date and remain in force for the Initial Term and continue thereafter unless and until terminated by either party at any time on or after the expiry of the Initial Term by giving the other party notice of not less than three (3) months.


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5 Due Diligence 5.1.1 The Customer shall provide Capita with all information required to enable Capita to

carry out the Services. Where Capita discovers any information during due diligence which changes or adds to the information it had been provided with up to the date of the order in any material way, Capita shall be entitled to increase the Charges to the extent reasonably necessary to reflect that changed or additional information, such change to be documented through the Change Control Procedure.

6 Delivery 6.2 Unless otherwise agreed in writing between the parties, any dates set out in the

Agreement or which are quoted for delivery of Deliverable and/or provision of Services are approximate only and time shall not be of the essence in relation to such timescales. The Services and/or Deliverables may be provided and/or delivered by Capita in advance of the quoted date on giving reasonable notice to the Customer.

6.3 Where the Services and or Deliverables are to be provided in instalments as set out

elsewhere in the Services, failure by Capita to deliver any one or more of the instalments in accordance with these conditions, or any claim by the Customer in respect of any one or more instalments, shall not entitle the Customer to reject the other instalments or to treat the agreement as a whole as repudiated.

6.4 If the Customer fails to take delivery of the Deliverables or fails to give Capita

adequate delivery instructions at the time stated for delivery then Capita may store the Deliverables until actual delivery and shall charge the Customer for the cost of storage.

6.5 Delivery of Deliverables shall be made either by the Customer collecting the

Deliverables at Capita’s premises at any time after Capita has notified the Customer that the Deliverables are ready for collection or by Capita delivering the Deliverables to an agreed location.

7 Illegal matter 7.1 Capita shall not be required to print any matter which in Capita’s reasonable opinion

is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

7.2 Capita shall be fully indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any Customer Data printed for the Customer. The indemnity shall include (without limitation) any amounts paid in settlement of any claim.

8 Ownership and risk 8.1 The risk in all goods delivered in connection with the Services shall pass to the

Customer at the point of collection by Capita’s or Customer’s nominated delivery service provider.

8.2 The Customer shall retain ownership of all Customer Data during any period it is under the custody and control of Capita.


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8.3 Title to all materials and systems used by Capita in providing the Services shall remain in Capita’s ownership and shall not pass to the Customer in any circumstances.

8.4 Capita shall be responsible for the insurance of the Customer Data whilst on Capita sites only, all other insurance obligations shall be the responsibility of the Customer.

8.5 The Customer shall inform Capita of anything that is likely to affect the insurance in

place for the storage and transit of the Customer Data and shall not be held liable for any failure caused as a result of the Customer’s failure to provide such information.

9 Claims 9.1 Advice of damage, delay or loss of goods in transit or of non-delivery must be given

in writing to Capita where reasonably practical within 24 hours and in any event no later than three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to Capita and the carrier within seven clear days of delivery (or, in the case of non delivery, within 42 days of notification of despatch). All other claims must be made in writing to Capita within 28 days of delivery.

9.2 Capita shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that: 9.2.1 it was not possible to comply with the requirements and 9.2.2 advice (where required) was given and the claim made as soon as reasonably

possible.

10 Charges 10.1 For providing the Services, the Customer will pay Capita the Charges set out in

Schedule 2. 10.2 The Customer shall pay such invoices within thirty (30) days of receipt of such invoice.

If payment is not received by Capita on the due date, Capita may charge (in which event the Customer shall be bound to pay) interest on the unpaid amount from the due date until payment is received at a rate to be determined by Capita not exceeding 3% above the HSBC Bank plc base rate for the time being, such interest to be calculated on a daily basis.

10.3 The amounts payable by the Customer to Capita under this Agreement exclude UK VAT, which shall be charged additionally at the applicable rate.

10.4 Capita reserves the right to increase postage or other carriage costs in line with any increase in costs enforced by its suppliers. A period of fourteen (14) days notice will be provided in writing detailing any such increase.

10.5 Should the Services be suspended at the request of or delayed through any default by the Customer, Capita then shall be entitled to payment for Services already carried out, materials specially ordered and other additional costs (such as downtime on the equipment, overtime arranged and disposal costs) including storage incurred as a result of such delays.

10.6 Should expedited delivery be agreed extra may be charged to cover any overtime or any other additional costs involved.


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10.7 Capita reserves the right to make additional charges to cover the cost of the storage of any Storage Information and/or Deliverables which because of any reason outside of the control of Capita cannot be delivered or is not collected by the Customer or is returned to Capita by the Customer, and as a result remains on Capita’s premises for a period in excess of 10 days. In the absence of agreement to pay reasonable storage charges Capita reserves the right to destroy such Storage Information and/or Deliverables upon 10 days written notice to the Customer.

10.8 Capita reserves the right to make additional charges in the event that the Customer requires any special packaging not identified in the relevant Schedule.

10.9 Capita reserves the right at any time to make additional charges in the event that there is a change in any Applicable Laws and such changes have the effect of changing the cost to Capita of providing the Services.

10.10 The Parties acknowledge that the Charges for the Services have been calculated taking into account the recoverability or otherwise of the related input VAT. The Parties agree that if a ruling or appellate body decision or change in HMRC practice results in a VAT liability for all or part of the Services that differs from these assumptions, to the extent that Capita’s VAT recovery on costs attributable to the provision of the Services is reduced or improved as a result of the ruling, decision or change in HMRC practise, the Charges (exclusive of any VAT) will be increased or reduced (as applicable) with effect from the date that the ruling, decision or change in HMRC practise has effect.

10.11 Where a change in VAT liability is to be applied retrospectively, and if requested to do so by the Customer (who will be responsible for reimbursing, on demand, Capita’s reasonable costs) and (after taking account of any sums potentially payable to HMRC on account of claims to recover VAT input tax) a claim for repayment of overpaid tax will overall result in Capita recovering a larger sum from HMRC than it is potentially liable to pay HMRC, Capita shall submit a claim to HMRC for a refund of VAT charged in respect of the relevant Services already supplied, less additional VAT due to HMRC as a result of the decrease in Capita’s input VAT recovery. The amount of VAT refunded to the Customer shall be limited to the amount Capita receives from HMRC.

10.12 All payments by the Customer to Capita under the Agreement shall be made without any deductions or set-off.

10.13 On each anniversary of the Effective Date of this Agreement or at any other agreed date, all Charges shall be increased in line with the percentage change recorded in the Index for the twelve month period from the figure issued during the month preceding each anniversary of the Effective Date of this Agreement for the immediately preceding calendar year.

11. Intellectual Property Rights 11.1 All Intellectual Property Rights in the Capita IPR shall, as between the parties,

remain vested in and be the property of Capita and the Customer shall not acquire title to any Intellectual Property Rights in any Capita IPR or Capita Third Party IPR which is used in the provision of the Services.

11.2 In consideration of the payment of the Charges, Capita hereby grants to the Customer a non-exclusive non transferable licence to use the Capita IPR and the Capita Third Party IPR for the duration of this Agreement insofar as such use is necessary or incidental to the Customer receiving the full benefit of the Services solely for its internal business purposes. Such licence shall terminate automatically without notice from Capita upon the termination of this Agreement.


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11.3 All Intellectual Property Rights in the Customer Data shall, as between the parties, remain vested in and be the property of the Customer and Capita shall not acquire title to any Intellectual Property Rights in the Customer Data which is provided by the Customer in accordance with this Agreement and does not otherwise constitute Capita IPR or Capita Third Party IPR.

11.4 The Customer hereby grants to Capita a non-exclusive licence to use, reproduce, modify, adapt and enhance (and to authorise a third party to use, reproduce, modify, adapt and enhance) any Customer Data which is provided by the Customer to Capita during the term of this Agreement, but only to the extent that such use, reproduction, modification, adaptation and enhancement is necessary for the performance of the Services and not otherwise. Such licence shall terminate automatically without notice from the Customer upon the termination of this Agreement.

11.5 Capita shall indemnify and hold harmless the Customer against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or incurred by the Customer as a consequence of any claim or allegation that the use or possession by the Customer of the Capita IPR, Capita Third Party IPR infringes any rights (including Intellectual Property Rights) of a third party.

11.6 The indemnity obligation set out in Clause 11.5 above shall not extend to any claims of infringement arising out of or related to: 11.6.1 modification of the Capita IPR or Capita Third Party IPR without the written

consent of Capita; 11.6.2 any combination of the Capita IPR or Capita Third Party IPR with third

party products not authorised by Capita; 11.6.3 any breach by the Customer of the reasonable terms relating to the Capita

IPR or Capita Third Party IPR notified to the Customer by Capita. 11.7 The Customer shall indemnify and hold harmless Capita against all claims,

demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or incurred by Capita as a consequence of any claim or allegation that the use or possession by Capita of the Customer Data infringes any rights (including Intellectual Property Rights) of a third party.

11.8 The indemnity obligation set out in Clause 11.7 above shall not extend to any claims of infringement arising out of or related to:

11.8.1 modification of the Customer Data without the written consent of the Customer;

11.8.3 any breach by Capita of the reasonable terms relating to the Customer Data notified to Capita by the Customer.

11.9 In respect of any claim arising under any indemnity contained in this Agreement, the party indemnified and claiming under the respective indemnity (“Indemnified Party”) shall: 11.9.1 as soon as possible give to the party who has given the indemnity

(“Indemnifier”) written notice of the claim, circumstance or matter (“Claim”) against which the Indemnified Party is claiming to be indemnified and all details of the Claim from time to time in the knowledge or possession of the Indemnified Party; and

11.9.2 not without the prior written consent of the Indemnifier (which shall not be


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unreasonably withheld or delayed) admit liability or make any offer, promise, compromise, settlement or communication with the third party in respect of the Claim; and

11.9.3 at the request of the Indemnifier, allow the Indemnifier sole conduct of the Claim and of any negotiations relating to the Claim on the basis that the Indemnifier shall be responsible for and entitled to all costs and awards arising from the Claim or negotiations (provided that the Indemnified Party shall be kept fully informed as to the conduct of such defence, settlement and/or counterclaim); and

11.9.4 provide to the Indemnifier at the Indemnifier’s cost such assistance as the

Indemnifier reasonably requires in relation to the Claim.

12. Termination 12.1 This Agreement may be terminated immediately on notice by either party if the other

party commits any material breach of any of the provisions of this Agreement (including, non-payment by the Customer of an undisputed invoice) and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of notice giving full particulars of the breach and requiring it to be remedied.

12.2 This Agreement may be terminated immediately on notice by either party if any encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the other party or the other party makes any voluntary arrangement with its creditors or convenes a meeting to consider proposals for a company voluntary arrangement and/or files any documents with the court for a moratorium pending the outcome of such a meeting or becomes subject to an administration order or goes into liquidation (except for the purposes of amalgamation or reconstruction not involving insolvency and in such manner that the entity resulting agrees to be bound by or assumes the obligations imposed on that other party under this Agreement) or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party or if the other party ceases or threatens to cease to carry on business.

12.3 Either party may terminate this Agreement by giving the other 30 days written notice if an event of Force Majeure which prevents the supply of the Services persists for 3 months or more.

12.4 The termination of this Agreement (however occasioned) shall be without prejudice to any rights or liabilities of either party which have accrued prior to such termination and shall not affect or prejudice any provision of this Agreement which expressly or by implication comes into effect or continues in effect after termination.

12.5 Capita reserves the right to suspend the provision of any Services provided by Capita under this Agreement in circumstances otherwise entitling it to terminate this Agreement. Such suspension shall not be deemed to represent a waiver of Capita’s right to terminate this Agreement.

13 Transfer, Assignment and Sub-Letting 13.1 The Customer shall not assign or otherwise transfer this Agreement or all or any of

its rights and/or obligations under this Agreement without the prior written consent of Capita (such consent not to be unreasonably withheld or delayed).


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14 Undertakings 14.1 Each party undertakes that at all times during the term of this Agreement it will act

dutifully and in good faith towards the other in connection with the performance of its obligations under this Agreement.

14.2 Each party undertakes that it will provide such information, instruction and documentation as is necessary and/or reasonably required to enable each party to comply with its respective obligations under this Agreement.

15 Liability 15.1 Notwithstanding anything else to the contrary in this Agreement, the aggregate

liability of Capita to the Customer under or in connection with this Agreement whether arising under contract or by way of indemnity, negligence or otherwise, shall, subject to the remainder of this Clause 15, be limited to an aggregate liability of 100% of the Charges paid or payable in the calendar year in which the event giving rise to the breach of this Agreement occurred.

15.2 The limitation of liability set out in Clause 15.1 above does not apply to: 15.2.1 either party’s liability arising from death or injury to persons; or 15.2.2 either parties liability arising as a result of fraud; and 15.2.3 any other liability that cannot be excluded by law. to which no limit applies.

15.3 Neither party shall be liable to the other for any loss of profits, business, revenue, business opportunities, goodwill or anticipated savings and/or indirect or consequential loss or damage even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.

15.4 Capita shall in no circumstances be liable for loss or damage caused by any default, act or omission on the part of the Customer and the Customer agrees to indemnify and keep Capita harmless in respect of any claims by third parties, including the FCA (the Financial Conduct Authority) which are caused by or arise from any reasonable act by Capita carried out pursuant to instructions issued by the Customer.

16 Confidentiality 16.1 In these Agreement “Confidential Information” shall mean any information which is

marked as confidential, or is by its nature clearly confidential including, without limitation, any information relating to that party's services, operations, plans or intentions, service information, design rights, trade secrets, market opportunities and business affairs or those of its clients and is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by either party (“the Disclosing Party”) to the other (“the Receiving Party”).

16.2 The Receiving Party shall only use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement.

16.3 The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information and in any event will exercise a reasonable and appropriate degree of care and protection.


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16.4 The Receiving Party undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, agents or sub contractors but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.

16.5 The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all of the Disclosing Party’s Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement.

16.6 Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.

16.7 The provisions of this Clause 16 are of indefinite duration and shall not apply to any Confidential Information: 16.7.1 to the extent that it is or comes into the public domain otherwise than as a

result of a breach of this Agreement by the Receiving Party; 16.7.2 which the Receiving Party can show by its written records was in its

possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or

16.7.3 has been independently developed by the Receiving Party without access to the Confidential Information; or

16.7.4 which is required to be disclosed by law.

17 Data Protection 17.1 Interpretation

17.1.1 On and from the GDPR Effective Date and without prejudice to clause 17.7, references in this clause 17 (Data Protection) to specific Articles or Chapters of the GDPR shall be construed as references to the equivalent provisions in the GDPR or, if relevant, then-current Data Protection legislation.

17.2 Commencement On and from the GDPR Effective Date:

(a) Not Used (b) the obligations set out in this clause 17 (Data Protection) shall take

effect. 17.3 Processing Activities and Status of Customer and Capita Processing Activities

17.3.1 Customer and Capita acknowledge that: (a) Capita will perform processing activities in relation to Customer

Personal Data as part of the Services, with the subject-matter,


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duration, nature and purpose, type and categories of data subjects as described more fully in Schedule 4 (the “Processing Activities”); and

(b) in respect of such Processing Activities, the Customer is the Controller and the Capita is the Processor for the purposes of the Data Protection Legislation

17.3.2 Customer warrants, represents and undertakes to Capita that it has Lawful Grounds for processing the Customer Personal Data.

17.3.3 Customer shall at all times comply with its obligations under the Data Protection Legislation however, for the avoidance of doubt, the Customer agrees that where Capita has satisfied its contractual obligation under the Agreement, then such satisfaction of the contractual obligation is deemed to satisfy the same or similar requirement under the Data Protection Legislation.

17.3.4 Nothing in this Agreement shall prevent Capita from: (a) complying with its obligations under the Data Protection

Legislation to cooperate with, or provide assistance or information to, a Supervisory Authority; and/or

(b) responding to or defending any action taken against it by a Data Subject or Supervisory Authority.

17.4 Capita’s Obligations Processing of Customer Personal Data 17.4.1 Capita shall:

(a) process the Personal Data only in accordance with Customer’s documented instructions from time to time (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by Customer to Capita from time to time), including with regard to transfers of Customer Personal Data to a third country or an international organisation (which instructions are documented under clause 17.6), unless required to do so by applicable law; in such a case, Capita shall inform Customer of that legal requirement before Processing, unless that applicable law prohibits such information on important grounds of public interest; (b) in relation to any Supplier Personnel authorised to process Customer Personal Data on Capita’s behalf, ensure that such Supplier personnel are bound by appropriate obligations of confidentiality or are under an appropriate statutory obligation of confidentiality; (c) comply with those information security obligations specified under clause 17.4.4; (d) comply with those obligations set out in clauses 17.4.5 and 17.4.6 in relation to the engagement of Sub-Processors; and (e) at the choice and cost of Customer, delete or return all the Customer Personal Data following termination or expiry of this Agreement and delete existing copies of such Customer Personal Data unless Capita is required to retain copies to comply with applicable law information and assistance

17.4.2 Subject to clause 17.7.1, Capita shall:


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(a) taking into account the nature of the Processing Activities, assist Customer by appropriate technical and organisational measures, for the fulfilment of Customer’s obligation to respond to requests for exercising a Data Subject’s rights in accordance with Chapter III (Rights of the Data Subject) of the GDPR; (b) assist Customer in ensuring compliance with the obligations under Articles 32 (security of processing), 35 (data protection impact assessments) and 36 (prior consultation) of the GDPR, taking into account the nature of the Processing Activities and the information available to Capita and provided always that nothing in this sub-clause shall oblige Capita to provide assistance which does not relate directly to the Services (including Processing Activities) performed pursuant to this Agreement; (c) Capita shall inform the Customer in writing if, in Supplier’s opinion, following any Customer instructions would give rise to a breach of Data Protection Legislation but only in relation to a breach of GDPR and/or other Union or Member State data protection provisions and not jurisdictions outside of these areas. However, Customer, acknowledges that any information Capita provides is not legal advice or guidance in anyway whatsoever, and that Capita makes no warranty or representation regarding the information. Capita has no liability to Customer for the content, nor any reliance by the Customer on the information communicated under this 17.4.2 (d) make available to Customer all information necessary to demonstrate compliance with its obligations set out in this clause 17.4 (Capita’s Obligations) and allow for and contribute to audits, including inspections in respect of the same, conducted by Customer or another auditor mandated by Customer, provided that:

(i) Customer shall, if requested by Capita, procure that its third party auditors enter into confidentiality undertakings with Capita that are no less onerous than those set out in this Agreement;

(ii) Customer shall be permitted to conduct no more than one such audit or inspection in any Contract Year; and (iii) nothing in this clause shall permit Customer or its auditors to make unaccompanied site visits or to remotely access Capita’s IT systems without Capita’s written consent.

Subject Access Requests 17.4.3 Capita shall notify Customer if it receives from a Data Subject relating the Customer Personal Data:

(a) a request to have access to that person’s Customer Personal Data; and/or

(b) a complaint or request relating to Customer’s obligations under the Data Protection Legislation,

and shall assist Customer with an appropriate search of Capita’s records in response to that request. Security Of Processing 17.4.4 Subject to clause 17.7.3, Capita shall implement appropriate technical and organisational measures to ensure a level of security in respect of the Customer


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Personal Data that is appropriate to the risk associated with the Processing Activities (the “Processing Security Measures”). Appointment of Sub-Processors

17.4.5 Capita shall be entitled to engage a Sub-Contractor to perform any of the Processing Activities (each a “Sub-Processor”). Capita shall provide to the Customer reasonable prior notice of any intended changes concerning the addition or replacement of such Sub-Processors. If, acting reasonably, Customer objects to such sub-processing, then it shall provide written details to Customer within seven (7) days of the date of Capita’s notification and the following shall apply: (a) the Parties shall discuss Customer’s concerns and Capita shall

use reasonable endeavours to propose an alternative arrangement (along with any additional charges); and

(b) if the Parties agree an alternative arrangement, then any changes to the Services or Charges required to implement such arrangement will be documented in accordance with the Change Control Procedure.

17.4.6 Where Capita engages a Sub-Processor to perform any of the Processing Activities in accordance with clause 17.4.5, Capita shall: (a) remain responsible for the performance of the Processing

Activities notwithstanding the appointment of a Sub-Processor; and

(b) to the extent relevant to such Processing Activities, ensure that the relevant Sub Processor includes obligations on the Sub-Contractor which are no less onerous than those set out in clauses 17.4.1 and 17.4.2.

17.5 Data Breach Notification 17.5.1 Capita shall notify Customer without undue delay after having becoming

aware of a Personal Data Breach. Such notification shall: (a) describe the nature of the Personal Data Breach, including where

possible the categories and approximate number of Data Subjects concerned and the categories and approximate number of the Customer Personal Data records concerned; and

(b) describe the measures taken or proposed to be taken by Capita to address the Personal Data Breach, including where appropriate measures to mitigate its possible adverse effects,

provided that where, and in so far as, it is not possible for Capita to provide the above information at the same time, the information may be provided in phases without undue further delay. Customer acknowledges and agrees that, as at the GDPR Effective Date, the Personal Data Breach process that the Capita has in place is appropriate to the risk associated with the Processing Activities, having regard to the Security Considerations.

17.5.2 Subject to clause 17.7.1, Capita shall assist Customer in ensuring compliance with its obligations under Articles 33 (notification of a personal data breach to the Supervisory Authority) and 34 (notification of a personal data breach to the Data Subject) of the GDPR, to the extent relating to


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Customer Personal Data Processed by Capita under this Agreement and taking into account the nature of the Processing Activities and the information available to Capita.

17.5.3 In order to mitigate the impact of a Data Protection Breach, Customer shall, where practicable, prior to communicating details of a Personal Data Breach to a Supervisory Authority or any Data Subject: (a) consult with Capita and implement any Capita proposal on the

form and content of such notification, including without limitation in relation to the description (including the description of the likely consequences) of the Data Security Breach and the measures referred to in sub-clause 17.5.3(b) below; and

(b) afford Capita a reasonable opportunity (having regard to the circumstances of the Personal Data Breach) to propose and implement measures to address the Personal Data Breach.

17.6 International Transfers 17.6.1 Capita shall be entitled to transfer Customer Personal Data to a third

country provided that any such transfer is carried out in compliance with the Data Protection Legislation. For the avoidance of doubt, this includes the entitlement to transfer Customer Personal Data to the United Kingdom.

17.7 Chargeable assistance and change 17.7.1 Subject to clause 17.7.2, and notwithstanding anything to the contrary in

this Agreement (including without limitation pursuant to clause 10.9 , Customer acknowledges that the following tasks, activities and responsibilities are excluded from the Charges and shall be additionally chargeable by Capita on a time and materials basis:

(a) Capita’s obligations set out in clause 17.4.2; (b) save to the extent arising from a Personal Data Breach by Capita,

Capita’s obligations set out in clause 17.5.2; and (c) any request by Customer for assistance, information, reporting

and/or other project activity relating to Customer’s other obligations under the Data Protection Legislation including, without limitation, relating to accountability and transparency and data portability.

17.7.2 NOT USED 17.7.3 Notwithstanding anything to the contrary in this Agreement (including

without limitation pursuant to clause 10.9, if Capita’s efforts or costs in performing the Services (including the Processing Activities) increase as a result of: (a) any change to the Data Protection Legislation (including without

limitation as a result of, or following, Brexit); (b) any new, clarified or amended guidance or other policy issued by

a relevant Supervisory Authority; (c) any requirement following the GDPR Effective Date for Capita to

enhance, supplement or modify the Processing Security Measures: (i) at Customer’s request,


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(ii) in order to maintain compliance with clause 17.4.4; or (iii) in order to maintain compliance with the Data Protection

Legislation (including without limitation resulting from a change in law or a change in the Security Considerations); and/or

(d) (save to the extent arising from a breach by Capita of its obligations under this clause 17 (Data Protection) or under the Data Protection Legislation) any order, direction or instruction by a Supervisory Authority (whether relating to Customer or Capita) in respect of the Services (including the Processing Activities),

then such increased effort or costs shall be additionally chargeable and (where the same constitute a Change) shall be documented and agreed in accordance with the Change Control Procedure.

17.8 Indemnity and relief from liability 17.8.1 Subject to clause 17.8.2:

(a) each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, fines, or expenses (including reasonable legal fees) incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 1 (Data Protection).

(b) Customer agrees to indemnify and keep indemnified and defend at its own expense Capita against all costs, claims, damages, fines or expenses (including reasonable legal fees) incurred by Capita or for which Capita may become liable due to Capita’s compliance with any direction, instruction or requirement of Customer in relation to the Processing Activities or Customer Personal Data (including without limitation Capita’s compliance with any technical and organisational security measures mandated by Customer).

17.8.2 Nothing in this clause shall restrict or limit either party’s general obligation at law (and, in the case of Customer, pursuant to clause 17.5.3) to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity or otherwise.

17.8.3 Capita shall be entitled to relief from liability [for any failure to comply with its obligations under this Agreement (including any failure to perform the Services and Processing Activities) to the extent such failure results from: (a) a claim or complaint made by a Data Subject or a Supervisory

Authority with regards to Capita's performance of the Processing Activities to the extent that such actions result from instructions received from Customer; and/or

(b) (save to the extent arising from a breach by Capita of its obligations under this clause 1 (Data Protection) or under the Data Protection Legislation) any order, direction or instruction by a Supervisory Authority (whether relating to Customer or Capita) in respect of the Services (including the Processing Activities).


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18 Non-Solicitation 18.1 Both parties agree not to solicit or entice away or engage any personnel of the other

party or offer or cause to be offered any employment to any such personnel (other than by way of general advertisement) both during the term and for a minimum period of twelve months following the expiry or termination of this Agreement. If either party breaches this restriction, the party in default will pay as compensation to the other a sum equivalent to the annual salary paid to the relevant personnel by the non-breaching party.

19 Dispute Resolution 19.1 If a dispute arises in relation to any aspect of this Agreement, the representatives of

the Customer and Capita responsible for the administration of this Agreement shall first consult and discuss in good faith in an attempt to come to an agreement in relation to the disputed matter. If the parties fail to resolve the dispute at that level within a reasonable period of time (having due regard for the nature of the dispute and the operational necessity for its resolution), the dispute shall be escalated to the respective responsible company directors within each party for resolution.

19.2 If the dispute remains unresolved between the parties after fourteen (14) days after it has been referred to the directors of the parties pursuant to Clause 19.1 above, then: 19.2.1 if the parties so agree, the parties may proceed to mediation

provided by the Centre for Dispute Resolution (or such other body as the parties may agree); or

19.2.2 if the parties so agree, the parties may proceed to arbitration by an arbitrator recognised by the Chartered Institute of Arbitrators; or

19.2.3 the parties may employ any other method or procedure for the resolution of disputes as may be agreed between them; and

19.2.4 if no such agreement is reached between the parties pursuant to clauses 19.2.1 to 19.2.3 above within a period of seven (7) days, both parties shall be entitled to pursue the matter in law.

20 Force Majeure 20.1 If an event of Force Majeure hinders the performance of the Services or causes the

cessation of or substantial interference with the performance of the Services the performing party shall not be deemed to be in breach of this Agreement provided that if the delay continues for a period in excess of three months either party may, unless before the expiry of such period the Customer and Capita have agreed terms for the continued performance of the Agreement, terminate this Agreement in accordance with Clause 12.4.

21 Warranties 21.1 Capita warrants that it will at all times supply the Services by appropriately qualified

and trained personnel who will carry out the Services with reasonable skill and care. 21.2 The Customer warrants that it is entitled itself to commission Capita to perform the

Services pursuant to the Agreement. 21.3 Save as expressly specified in this Agreement, all other terms, conditions, warranties,

representations, or guarantees which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by


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statute, common law or otherwise, are hereby excluded, including, without limitation, the express or implied conditions, warranties or other terms relating to the use of reasonable skill and care, or the performance, satisfactory quality or fitness for purpose of any part of the provision of the Services.

22. General 22.1 This Agreement constitutes the entire agreement and supersedes any previous

agreements, prior representations (except for fraudulent representations), arrangements and understandings between the parties relating to the subject matter of this Agreement.

22.2No failure or delay by either party to exercise any right or remedy under this Agreement shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by either party of any breach of this Agreement shall be considered as a waiver of a preceding or subsequent breach.

22.3If a court or administrative organisation with competent jurisdiction decides that a clause in this Agreement is not valid this will not affect the rest of this Agreement. The parties shall endeavour to agree on a suitable clause to replace the one which is not valid. The new clause should, as far as possible, achieve the same economic, legal and commercial aims of the invalid one.

22.4Nothing in the Agreement shall be construed as creating a partnership or joint venture or a relationship of principal and agent between the parties.

22.5Nothing in this Agreement is intended to confer any right or benefit on any third party or any right to enforce a provision contained in this Agreement and the Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded.

22.6In the course of performing this Agreement Capita shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, regulation or other similar instrument relating to discrimination (whether in relation to race, gender, disability, religion or otherwise) in employment.

22.7Any land or premises (including temporary buildings) made available to Capita by the Customer in connection with this Agreement shall be made available to Capita free of charge and shall be used by Capita solely for the purpose of performing this Agreement. Capita shall have the use of such land or premises as licensee and shall vacate the same upon the termination or expiry of this Agreement.

22.8 To give notice under this Agreement, a letter must be delivered personally or sent by pre-paid first class post to the postal or e-mail address set out below or to any other postal or e-mail address specified in writing. A notice delivered by hand is served when delivered, a notice sent by first class post is served 48 hours after posting and a notice served by e-mail is served when the e-mail is sent.

Capita Business Services Limited 71 Victoria Street Westminster London SW1H 0XA


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Fax No: 020 7976 0839 For the attention of: Commercial Director the Customer Address: [ ] Fax No: [ ] For the attention of:

22.9 Capita shall be entitled to audit at its own expense the Customer use of the Services

save that any such audit is carried out by appointment and with reasonable prior notice and in a reasonable way so as not to have an adverse effect on the business of the Customer.

22.10 Save as required by law, no publicity or advertising shall be released by either Party in connection with the subject matter of this Agreement without the prior written approval of the other which shall not be unreasonably withheld.

22.10 A variation of or amendment to this Agreement shall be valid only if has been documented in accordance with the Change Control Procedure.

22.11 Capita shall be entitled to assign or sub-contract any of its rights or obligations under this Agreement. Save as provided in this Agreement, the Customer shall not be entitled to assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Capita (not to be unreasonably withheld).

22.12 In the event of any disagreement or dispute the parties shall seek to resolve the matter by discussions between the authorised representatives of each party. In the event that they are unable to resolve the disagreement or dispute in a reasonable period of time it shall be escalated for resolution to the parties’ senior representatives. If the disagreement or dispute remains unresolved or if either party reasonably believes that it is unlikely to be resolved, the matter may, by agreement between the parties be referred to Mediation through the Centre for Effective Dispute Resolution (CEDR) Alternative Dispute Resolution (ADR) Process.

22.13 Capita reserves the right to upgrade or amend the software solution during the time to time.

22.14 The Customer confirms that they will not utilise the software outside the UK without the written permission of Capita.

22.15 This Agreement is governed by and shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

23. TUPE 23.1 The parties acknowledge that it is intended by the parties that the Transfer of

Undertakings (Protection of Employment Regulations) 2006 as amended from time to time (“TUPE”) will not apply in relation to the commencement of this Agreement. The Customer hereby warrants, undertakes and represents to Capita that the information provided to Capita regarding the non applicability of TUPE is complete and accurate and the Customer hereby agrees to indemnify Capita against any loss, liability, cost, damage, expense or fee suffered or incurred by reason of any breach of this warranty, undertaking and representation by the Customer.


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23.2 The Customer undertakes to Capita that it will indemnify and fully reimburse on demand Capita against all awards, losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) which Capita may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any action, claim or other legal recourse of any kind by any present or former employee of the Customer or any trade union or staff association recognised by the Customer in relation to such present or former employees arising from any act or omission or continuing act or omission of the Customer (including without limitation the termination of any such employee’s employment) on, prior to or following the Commencement Date.

23.3 If any contract of employment or any collective agreement has effect after the

Commencement Date as if originally made between Capita and any present or former employee of the Customer or as if originally made between Capita and any trade union by virtue of TUPE, Capita shall within ninety (90) days of becoming aware of any such contract of employment or collective agreement be entitled to terminate such contract or agreement forthwith and the Customer shall indemnify and reimburse Capita in respect of all losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) arising out of or in relation to such contract or collective agreement (whether arising before, on or after the Commencement Date) or the termination thereof.

23.4 The Customer shall indemnify Capita and keep it indemnified against any claim

against Capita arising from any failure on the part of the Customer to comply with any of its obligations pursuant to Regulation 13 of TUPE including all costs, awards and expenses in connection therewith.

23.5 Capita shall within thirty (30) days of receiving a written request from the Customer

to that effect, provide the Customer with the terms and conditions of employment of each and every employee involved wholly or substantially in the provision of the Services including in respect of which employee name, job title, age, length of service, details of all remuneration payable, details of hours of work and all terms and conditions of employment.

23.6 If any contract of employment or any collective agreement has effect after this

Agreement expires or is terminated for any reason whatsoever as if originally made between the Customer or any new provider of the Services ("the New Service Provider") and any employee or former employee of Capita or as if originally made between the New Service Provider and any trade union by virtue of TUPE the New Service Provider shall within 60 days of becoming aware of any such contract of employment be entitled to terminate such contract or agreement forthwith and Capita shall indemnify and reimburse the New Service Provider in respect of all losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) arising out of or in relation to such contract or collective agreement or the termination thereof (whether arising before, on or after the termination of this Agreement). For the avoidance of doubt in this clause any reference to the New Service Provider shall include the Customer. The parties acknowledge that it is intended that the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time (“the Regulations”) apply in relation to the transfer of certain employees of the Customer to Capita pursuant to this Agreement. The parties agree that the terms of Schedule 5 (TUPE) shall apply to any such transfer.


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24. Compliance with Relevant Requirements

24.1 Each party shall: (i) comply with all applicable laws, statutes, regulations relating to anti-bribery and

anti corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

(ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

(iii) have and shall maintain in place throughout the term of their agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010 to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

IN WITNESS WHEREOF the parties hereto have signed by their duly authorised representatives on the date first above written:

For Capita Business Services Limited For [ ]: -

Signature: ___________________________

Signature: ___________________________

Name: ______________________________

Name: ______________________________

Position: ____________________________

Position: ____________________________

Date: _______________________________

Date: _______________________________


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Schedule 1

Services


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Schedule 2

Charges, Pricing and Rates


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Schedule 3

CHANGE CONTROL PROCEDURE

Procedure: 1. Discussion between Customer and Capita concerning a Change shall result in either

no further action being taken or a request by Customer for a Change or a request by Capita for a Change subject to the procedure described herein.

2. Where a written request for a Change is received from Customer, Capita shall, unless otherwise agreed, submit two copies of a Change Control Note (“CCN”) as set out below signed by Capita to Customer following the appropriate evaluation.

3. A request for a Change originated by Capita shall be submitted direct to Customer in the form of two copies of a CCN signed by Capita.

4. Each CCN shall contain: 4.1 the title or reference number of the Agreement; 4.2 the originator and date of the request for the Change; 4.3 the reason for the Change;

4.4 full details of the Change including any changes to the Services ; 4.5 the change to the Charges, if any, and schedule of payments of the Change; 4.6 a timetable for implementation together with any proposals for acceptance of

the Change; 4.7 details of the likely impact, if any, of the Change on other aspects of the

Services including but not limited to the term and timescales of the Transition Plan, the Charges and payment details, and other contractual issues;

4.8 any personnel to be provided 4.9 any documentation to be provided; 4.10 any training to be provided; 4.11 the date of expiry of validity of the CCN. 5. For each CCN submitted, Customer shall within 5-working days evaluate the CCN

and as appropriate; 5.1 request further information; or

5.2 arrange for two copies of the CCN to be signed by or on behalf of Customer and return one of the copies to Capita; or

5.3 provide notification to Capita of the reason for any rejection of the CCN. 6. Should either Party require a longer period of time to either prepare, evaluate or

agree any CCN then they shall make a request for such extension to the other party with an indication of the extension time required. The other party shall not unreasonably refuse this request.

7. In the event that Customer does not approve a CCN within the given time in 5 above and has not requested an extension of time as in 6 above, the CCN in question will lapse and Capita shall proceed no further with the request. Work will not proceed on


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any CCN until both Parties have signed it at which stage it shall constitute an amendment to the Agreement.

8. In the event of any changes to the Services to be provided the relevant Change Control Note in the form set out below shall be signed by the authorised representatives of both parties to signify their approval to the change.


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CHANGE CONTROL NOTE (CCN)

Between Customer and Capita 1. The Services are to be varied as follows:

Agreement Ref:

Change Control No: Originator:

Type of Change: Requirement: Method of Change: Cost of Change: Timetable: Attached documents:

2. Words and expressions in this CCN shall have the meanings given to them in the

Agreement. 3. The Agreement, including any previous CCN, shall remain effective and unaltered

except as amended by this CCN, Signed for and on behalf of Customer: Signed for and on behalf of Capita: By .............................................. By .............................................. Name ......................................... Name........................................... Title ............................................ Title.............................................


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SCHEDULE 4

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1. Overview

1.1 This Schedule sets out the data processing that Capita is authorised to carry out in accordance with this Agreement.

1.2 The Customer shall advise Capita of any further written instructions with respect to the processing by Capita.

2. Contact details {please complete}

Data Controller Key Contact Name Key Contact Title Key Contact Email Account Owner (Capita) Account Owner (Capita) Email

3. Lawful basis for the processing

3.1 Capita is acting as a Data Processor under the Agreement. The Legal Basis for Processing data subject personal data is to be defined by the Customer and is to be confirmed in this Schedule by the Customer who is acting as the Data Controller.

4. Description of processing

Description Details Subject matter of the processing {please complete}

Capita is instructed to process the data to:


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Description Details Service Description (Processing) please complete e.g.

• Collection • Recording • Organisation • Structuring • Storage • Retrieval • Consultation • Use • Disclosure by

transmission, dissemination or otherwise making available

• Alignment or combination

• Restriction • Erasure or

destruction

Nature of processing:

Type of Personal Data being held please complete e.g.

• [Name • Address • Date of Birth • National

Insurance Number

• Complaint history

• Banking and payment details

• Email Addresses]

Categories of Data Subject please complete e.g. Consumers


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Description Details Plan for return and destruction of the data once the processing is complete UNLESS requirement under union or member state law to preserve that type of data

Capita shall, no later than 30 days after the expiry or earlier termination of this Agreement, destroy the Customer Data

5. Sources of personal data

5.1 Capita shall receive Personal Data in the manner set out below:

Please confirm how personal data will be sent to Capita

e.g. via SFTP

6. Location of personal data

6.1 Customer Data is held electronically in Capita secure data centres or the Microsoft Azure cloud and manual records are kept in secure Capita locations.

7. Existence of automated decision making, including profiling

7.1 [Please confirm if applicable ]

8. Transfers to third countries, and transfer mechanism safeguards

8.1 Capita retains all Personal Data within the UK unless agreed in writing.

9. Right to Erasure

9.1 Capita will act upon written instructions from the Customer where the right to erasure has been exercised by the Data Subject.

10. Right to Rectification

10.1 The Customer shall advise Capita of any requirement to rectify inaccurate personal data concerning Data Subjects without delay where an error is reported.

11. Data Retention Period

11.1 Unless otherwise agreed Capita will store Customer Data for no more than 30 days following the process for which this was provided. Alternative retention lengths for data shall be agreed in writing.

If you require or wish to supply any further detailed information, please contact your Capita Account Owner/Customer Relationship manager.


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