1. USE OF THE SITE(S)
2. INTELLECTUAL PROPERTY RIGHTS AND UNLAWFUL USE
Export Restrictions. S&P Global does not in any manner warrant or represent that the materials on a Site, including any Content contained therein, are appropriate or available for use in any particular location. If you choose to access a Site including any Content therein, you do so on your own initiative and you are responsible for compliance with all applicable laws.
Committee on Uniform Security Identification Procedures of the American Bankers Association (“CUSIP”). You agree and acknowledge that the CUSIP database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. You agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. You agree that you shall not publish or distribute in any medium the CUSIP database or any information contained therein or summaries or subsets thereof to any person or entity. Your only use of the CUSIP numbers and descriptions shall be in connection with the internal trading and settlement of security transactions. You further agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for yourself or any third-party recipient of such materials and is not intended to create and does not serve in any way as a substitute for any products and services distributed by CGS. All use by you of the CUSIP database and the information contained therein is expressly subject to the disclaimers and limitations set forth herein. In the event you have a direct agreement with CGS, such agreement shall control your use of the CUSIP database and/or any information contained therein.
3. ANTI-HACKING PROVISIONS
You expressly agree not to:
- use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data-mining," "computer code" or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of a Site, any Content found on or accessed through a Site, or any User Content without the prior express written consent of S&P Global;
- obtain or attempt to obtain through any means any Content on a Site that has not been intentionally made publicly available, either by their public display on a Site or through their accessibility by a visible link on a Site;
- violate any measure employed to limit or prevent access to a Site or the Content;
- violate the security of a Site or attempt to gain unauthorized access to a Site, the Content, or data, materials, information, computer systems or networks connected to any S&P Global server, through hacking, password mining or any other means;
- interfere or attempt to interfere with the proper working of a Site or any activities conducted on or through a Site, including accessing any Content prior to the time that it is intended to be available to the public on a Site;
- take or attempt any action that, in the sole discretion of S&P Global, imposes or may impose an unreasonable or disproportionately large load or burden on a Site or the S&P Global infrastructure;
- misuse a Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
4. DISCLAIMER AND LIMITATIONS OF LIABILITY
S&P GLOBAL DOES not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, S&P GLOBAL, AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO A SITE OR ANY CONTENT, INCLUDING INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. A reference to a particular investment or security, a credit rating or any observation concerning an investment or security provided on a Site is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions and does not address the suitability of any investment or security. Content should not be relied on and is not a substitute for the skill, judgment and your experience or the experience of your advisors and/or clients in making investment and other business decisions. S&P Global does not act nor shall be deemed to be acting as a fiduciary in providing a Site or any Content.
NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF A SITE, ANY CONTENT OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO OR THAT A SITE OR ANY CONTENT WILL BE FREE OF VIRUSES, WORMS OR “TROJAN HORSES”. NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN A SITE, INCLUDING CONTENT. EACH SITE, CONTENT CONTAINED THEREIN AND ANY AND ALL COMPONENTS THEREOF, IS PROVIDED ON AN “AS-IS” BASIS AND YOUR USE OF A SITE AND ANY CONTENT IS AT YOUR OWN RISK.
5. LINKS TO OTHER WEB SITES FROM THIS SITE
You may, through hypertext or other computer links, gain access to web sites operated by persons other than S&P Global. Such hyperlinks are provided for your reference and convenience only and are the exclusive responsibility of the owners of each such web site. You agree that S&P Global is not responsible for the content or operation of such web sites, and that S&P Global shall have no liability to you or any other person or entity for the use of third party web sites. Except as described below, a hyperlink from a Site to another web site does not imply or mean that S&P Global endorses the content on such web site or the operator or operations of such web site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from a Site.
6. USER CONTENT
The User grants to S&P Global a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicenseable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon and otherwise exploit all material posted to or received through a Site by, from or on behalf of the User or anyone else using the User’s account (other than third party material transmitted through private electronic mail) (“User Content”) (including, without limitation, any names, voices, likenesses, performances and actions contained therein) for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in S&P Global’s discretion without notice, approval, attribution or consideration to you or to any other person or entity. You represent and warrant that you have all rights necessary to grant the foregoing license, that neither the permission nor consent of any other person or entity is required to enable S&P Global to legally use the User Content in accordance with this license; that all User Content provided to a Site by you or anyone else using your account complies with all applicable laws, rules and regulations; and that S&P Global’s use of the User Content in accordance with this license will not violate or infringe upon the rights of any person or entity.
Users entering material into a Site are responsible for the content of that material. S&P Global does not have any responsibility for User Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from a Site. However, S&P Global retains the right, to review, edit or delete User Content that S&P Global deems to be illegal, offensive or otherwise inappropriate.
You may not input or distribute any material through the Site that is promotional in nature, including solicitations for funds or business, without the prior written authorization of S&P Global.
As part of access to portions of a Site, you may be required to provide certain information, such as, your name and email address. In addition, you may be required to select a username and password. You represent and warrant that any information you provide to S&P Global in connection with a Site shall be accurate and complete. You further agree to keep any passwords/user IDs in connection with a Site in strict confidence and promptly advise S&P Global of any actual or threatened unauthorized disclosure or misuse of a Site or any passwords/user IDs with respect to a Site that come to your attention. You shall cooperate with S&P Global in enforcing the restrictions and limitations set forth herein.
8. COUNTRY CONDITIONS
The terms and conditions set forth in this section (the “Country Conditions”) are the result of various regulatory and/or legal requirements relating to usage of a Site including its Content. Your use of a Site in the specified jurisdictions is subject to these Country Conditions.
9. ADDITIONAL LEGAL TERMS
10. HOW TO CONTACT US
- Terms and Conditions for the United Kingdom
- Purchase Order Terms Conditions
- Standard Terms and Conditions
All orders by S&P Global International (U.K.) Limited or a company which directly or indirectly (a) it wholly owns or controls (b) wholly owns or controls it (a “Parent”) and/or (c) is wholly (“Buyer”) are subject to the terms set forth in this purchase order (“Order”) and any attachments hereto.
If as of the date of this Order, a master or other agreement between Seller and Buyer is in effect (“Master Agreement”), this Order and shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon Buyer unless made in writing, and signed by Buyer’s authorized representative. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.
The agreement arising pursuant to this Order and all matters, issues and disputes arising howsoever in connection with such Order and its performance or non performance in contract or tort or otherwise shall be governed by the laws of England and Wales.
Seller will indemnify and hold harmless Buyer from and against any and all claims, demands and actions against Buyer, its subsidiaries and affiliates and their respective customers, for infringement or alleged infringement of any intellectual property, personal or other right of any third party by the Materials or services furnished under this order, or any part or use thereof. If Seller includes in the materials covered by this Order any content owned by third parties, for which permission is required for use in, and/or publication of, the materials, Seller will obtain all such permissions at Seller’s expense.
If the price is not stated on this Order or included in the Master Agreement or corresponding Statement of Work, Seller agrees to invoice at lowest prevailing market price.
If applicable, Seller shall obtain from Buyer written approval of all off-specifications work Materials are subject to Buyer’s inspection and approval within a reasonable time after delivery. If specifications are not met, or Seller is otherwise unable to produce the deliverables and/or perform the services outlined in this Order, according to specifications and to Buyer’s satisfaction, in addition to other remedies available to Buyer, and at Buyer’s option, material may be returned at Seller’s expense and risk for all damages incidental to the rejection, or Buyer may accept the work and reduce the entire payment due under this Order subject to negotiation. Payment shall not constitute an acceptance of the material nor impair Buyer’s right to inspect or any of its remedies.
The specific quantity ordered must be delivered in full and not be changed without Buyer’s written consent.
In addition to any other rights available to Buyer, Buyer may terminate the Order, in whole or in part, for its convenience by notice to Seller at any time prior to shipment by Seller.
SHIPMENT AND IMPORTATION
Shipment or delivery of goods or items in acceptable form must be made within the time stated on this Order, failing which Buyer reserves the right to cancel all or any part of this Order, without obligation to Seller. If the products covered by this Order are imported from other countries, Seller will be responsible for all legal, administrative and regulatory requirements associated therewith and the payment of any applicable dues, taxes and fees.
Seller agrees to pay any taxes imposed by law upon or on account of the material ordered or services provided hereunder unless otherwise agreed.
COMPLIANCE WITH LAWS AND REGULATIONS
Seller agrees at all times to comply with all applicable federal, ftate and local laws, rules and regulations. To the extent required by law, the terms of all applicable laws and regulations are incorporated into this Order, including the following, all of which have the same force and effect as if they were stated in their full text:
The Seller warrants and represents that it is an equal opportunities employer under all applicable laws and regulations..
WAGES AND HOURS
Seller warrants and represents that in the performance of this Order Seller has complied with all applicable laws and regulations regarding the (A) payment of minimum wages and/or salaries to its employees and (B) days and hours which employees are permitted to work or be compelled to work including without limitation the European Working Time Directive..
BRIBERY & CORRUPTION
The Seller warrants and represents that neither it nor its employees nor those acting on its behalf have done or omitted to any act matter or thing in negotiating or obtaining this Order that are (or would if the Seller was a person resident in England and Wales) in breach of the United Kingdom’s Bribery Act 2010.
SELLER LABOR ON PREMISES
If this Order requires the performance of labor on Buyer’s premises the Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to person or property arising from the performance of this Order.
WARRANTY FOR MATERIALS
In addition to compliance with all specifications concerning this Order, Seller expressly warrants that the materials and articles covered by this Order shall be free from defects in material and/or workmanship, and shall be MERCHANTABLE. Such warranty shall survive delivery and acceptance.
INTELLECTUAL PROPERTY RIGHTS/WARRANTY
If this Order is for the creation of content for Buyer or any provision of services, Seller grants and assigns to Buyer all intellectual property rights to the work performed or content developed hereunder, unless otherwise specified. If applicable, any materials created hereunder by the Seller for the Buyer are work made for hire, unless otherwise specified, provided that if any of such work created for Buyer may not, by operation of law, be a work made for hire, Seller hereby assigns to Buyer all ownership rights, including, without limitation, copyright to such work unless otherwise expressly agreed in writing between Buyer and Seller and Seller waives all rights in or relating to such work insofar as such rights cannot be assigned (including without limitation moral rights) .
If this Order is for the creation of content for Buyer, the Seller warrants that the materials delivered hereunder will contain no material (a) created or derived from other copyrighted works (b) created or authored and designed by persons who are not the employees of the Seller, without the written permission of the owner of such copyrighted material. The Seller will obtain at Seller’s sole expense and bear all cost for such permission and deliver them in writing to Buyer on or before delivery of the materials. The Seller warrants that the work does not and will not infringe upon any copyright, violate any proprietary rights, or contain any libelous, injurious or unlawful matter. In the event of claim, demand or suit against the Buyer by reason of any violation of proprietary right or copyright, or by reason of any libelous, unlawful or otherwise injurious material, contained in the materials delivered under this Order, the Buyer may take any action it deems appropriate for the resolution of such dispute, and unless and until such claim, demand, or suit has been favorably settled or withdrawn, the Buyer may withhold any sums due the Seller under this Order.
Unless otherwise agreed in writing, the payment terms of this Order are net 60 days after the later of receipt of Seller’s valid invoice or receipt by Buyer of acceptable products, materials or services. All invoices against this Order need to be received by Buyer no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. Failure to submit billing during this time period or failure to notify Buyer, in writing, about any overages, may reduce the amount paid by Buyer towards the materials and/or services covered by this Order. Buyer will be released from any obligation to pay Seller any amounts set forth in any invoices under this Order received by Buyer later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.
LIMITATION OF LIABILITY
To the extent permitted by local law, in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. Any limitation or exclusion of liability under this Order shall not limit or exclude any liability for (a) death or personal injury and/or (b) fraud.
- Purchase Order Terms Conditions
STANDARD PURCHASE ORDERTerms and Conditions
All orders by S&P Global Inc. a New York corporation, with a principal place of business at 55 Water Street, New York, New York 10041 (“S&P”) ("BUYER") and affiliates are subject to the terms set forth in this purchase order ("Order") and any attachments hereto. This order is BUYER's offer to SELLER and is not an acceptance by BUYER of any offer to sell by SELLER or of any terms and conditions contained in any such offer. Acceptance of this offer by SELLER should be made by (a) executing the associated
Order, or (b) delivering any of the goods ordered herein or (c) rendering any of the services ordered herein. Any additional or different terms proposed by SELLER are objected to and rejected unless expressly assented to in writing by BUYER.
If as of the date of this Order, a master or other agreement between SELLER and BUYER is in effect ("Master Agreement"), this Order and shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon BUYER unless made in writing, and signed by BUYER's authorized representative
INVOICE AND PAYMENT
Unless otherwise agreed in writing, the payment terms are set in the applicable Purchase Order and are NET after the later of receipt of SELLER's valid invoice or receipt by BUYER of acceptable products, materials or services. All invoices against this Order need to be received by BUYER no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. BUYER will be released from any obligation to pay SELLER any amounts set forth in any invoices under this Order received by BUYER later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.
Unless otherwise specified on this order or controlling contract, no invoice shall be issued prior to shipment of the products, materials or services and no payment shall be made prior to receipt of both the products, materials or services and a correct invoice
Time is of the essence in this order. BUYER reserves the right to cancel this order, or any portion of this order, without liability, if; (1) delivery is not made when and as specified; (b) SELLER fails to meet contract commitments as to exact time, price, quality or quantity; (c) SELLER ceases to conduct its operation in the normal course of business; (d) SELLER is unable to meet its obligations as they mature; (e) proceedings are instituted against SELLER under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by SELLER; or (g) any assignment is made by SELLER for the benefit of creditors. BUYER may terminate all or any part of this Order for convenience at any time by written notice to SELLER. Upon such termination, BUYER's liability will be limited to reasonable termination charges mutually agreed by SELLER and BUYER, provided that SELLER must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if SELLER becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
SELLER expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. SELLER warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. SELLER warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If SELLER knows or has reason to know the particular purpose for which BUYER intends to use the goods or services, SELLER warrants that such goods or services will be fit for such particular purpose. SELLER warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the SELLER's obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. SELLER's warranty shall run to BUYER, its successors, assigns and customers, and users of goods sold by BUYER. SELLER agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to BUYER, when notified of such nonconformity by BUYER, provided BUYER elects to provide SELLER with the opportunity to do so. In the event of failure of SELLER to correct defects in or replace nonconforming goods or services promptly, BUYER, after reasonable notice to SELLER, may make such corrections or replace such goods and services and charge SELLER for the cost incurred by BUYER in doing so.
BUYER may delay delivery or acceptance occasioned by causes beyond its control. SELLER shall hold such goods at the direction of the BUYER and shall deliver them when the cause affecting the delay has been removed. BUYER shall be responsible only for SELLER's direct additional costs in holding the goods or delaying performance of this agreement at BUYER's request. Causes beyond BUYER's control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.
No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon BUYER until its written consent has been obtained. No part of this order may be assigned or subcontracted without the prior written approval of BUYER.
Payment for the goods delivered hereunder shall not constitute acceptance thereof. BUYER shall have the right to inspect such goods and to reject any or all of said goods that are in BUYER's judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to SELLER at its expense and, in addition to BUYER's other rights, BUYER may charge SELLER all expenses of unpacking, examining, repacking, and reshipping such goods. In the event BUYER receives goods whose defects or nonconformity is not apparent on examination, BUYER reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the SELLER from the obligation of testing, inspection and quality control.
SELLER shall defend, indemnify and hold harmless BUYER against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of SELLER, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of SELLER.
In the event that SELLER's obligations hereunder require or contemplate performance of services by SELLER's employees, or persons under contract to SELLER, to be done on BUYER's property, or property of BUYER's customers, the SELLER agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the BUYER. SELLER shall maintain all necessary insurance coverages, including public/general liability, umbrella/excess liability and Workman's Compensation insurance. BUYER may also require SELLER to maintain Professional Liability insurance. BUYER shall be named as Additional Insureds under SELLER’s public/general liability and umbrella/excess liability policies. Certificates of Insurance shall be delivered upon execution of this agreement and, within 10 days after renewal of each policy. All insurance required by this Agreement shall be issued by carrier(s) with an AM Best Rating of A- IX or better. The SELLER shall provide that no less than (30) thirty days prior written notice to its business contact at BUYER and its subsidiaries in the event of material alterations to, or cancellation/non-renewal of the coverage. Certificates of insurance and cancellation/non-renewals notices should be sent to: S&P Global Buying Center at Contracts.Helpdesk@spglobal.com.
CONFIDENTIAL OR PROPRIETARY INFORMATION
Notwithstanding any document marking to the contrary, any knowledge or information that the SELLER has disclosed or may later disclose to BUYER, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by BUYER, be deemed to be confidential or proprietary information, and will be acquired by BUYER, free from any restrictions. SELLER will not transmit to BUYER any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity. SELLER will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by BUYER in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining BUYER's prior written consent. Except as required for the efficient performance of this Order, SELLER will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of BUYER. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, SELLER will promptly return to BUYER all materials incorporating any such information and any copies, except for one record copy. SELLER agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by SELLER without the prior written agreement of BUYER.
SELLER shall establish and maintain appropriate administrative, technical and physical safeguards that are no less protective of Personal Data than Industry-Leading Cybersecurity standards and in compliance with Data Protection laws. BUYER or its designee shall have the right to audit and/or review the foregoing safeguards.
SELLER shall ensure that all Permitted Subcontractors comply with Data Protection Laws and Industry-Leading Cybersecurity Standards. SELLER shall ensure that all Permitted Subcontractors do not do or omit to do anything that would cause or may reasonably be expected to cause BUYER or its affiliates to be in breach or violation of any provision of Data Protection Laws.
If SELLER experiences an actual or suspected Cybersecurity Incident (defined below):
i. SELLER will immediately notify BUYER at + 1 866 810 0436 (or direct + 44 207 176 7999) and via email at S&PGlobalCIRT@spglobal.com no later than 24 hours (or such other earlier period as required by Data Protection Laws) after SELLER becomes aware of the Cybersecurity Incident;
ii. SELLER will as soon as is reasonably possible mitigate, document and remediate the Cybersecurity Incident and where applicable, SELLER’s incident response procedures and BUYER Policies and Procedures;
iii. Unless required by Law, SELLER shall not make any public statement in reference to BUYER with respect to a Cybersecurity Incident without the prior written approval of BUYER;
iv. SELLER shall assist BUYER in complying with its obligations under Data Protection Laws arising from the Cybersecurity Incident, including by facilitating interviews with SELLER personnel and providing information as and when requested;
v. SELLER shall otherwise cooperate with BUYER and its agents at BUYER’s request and at SELLER’s own expense.
The notification shall include at least the following details:
i. The date and approximate time of the Cybersecurity Incident;
ii. A summary of all known relevant facts about the Cybersecurity Incident, including the BUYER data, systems or Confidential Information that may be at risk and the methodology for such investigation by SELLER;
iii. Actions taken or proposed to be taken by SELLER to remediate the Cybersecurity Incident; and
iv. Any technical step that SELLER believes BUYER should take to mitigate the effects of the Cybersecurity Incident.
After a Cybersecurity Incident has occurred, SELLER shall prepare and provide to BUYER a written report of the Cybersecurity Incident, including as applicable measures to prevent the Cybersecurity Incident from reoccurring and mutually-agreeable timelines for remediation.
In this Agreement, “Cybersecurity Incident” means any activity that compromises or otherwise is reasonably likely to result in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to BUYER’s data, systems or Confidential Information, including a personal data breach as defined in GDPR.
WORK ON BUYER'S PREMISES
If SELLER's work under this Order requires SELLER to be on the premises of BUYER or at BUYER’s direction, SELLER will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of BUYER.
COMPLIANCE WITH LAWS AND REGULATIONS
SELLER's performance of the Services shall at all times be in compliance with applicable law, statute, rule or regulation (“Law”), including the Laws regarding the performance of privacy impact assessment(s) and the transfer of personally identifiable information of data subjects of the European Union and execution of model contracts related thereto, and any applicable Compliance Regulation. SELLER shall monitor, at its own cost and expense, changes in applicable Law and Compliance Regulations that may affect SELLER's provision of the Services and shall modify its Services as necessary to remain in compliance with Law and Compliance Regulations. If BUYER identifies any non-compliance with Law or Compliance Regulation or determines that a particular change in Law or Compliance Regulation will require a change or modification of the Services, BUYER shall notify SELLER and SELLER will cooperate with BUYER to modify the Services within a reasonable time period to comply with such Law or Compliance Regulation. In the event changes in Laws or Compliance Regulations prevent or impair SELLER from delivering the Services under an applicable SOW, SELLER shall use commercially reasonable efforts to develop and, upon BUYER's approval (such approval not to be unreasonably withheld), implement a suitable work-around until such time as SELLER can perform the Services under such SOW without such work-around.
This contractor and subcontractor shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
A “Compliance Regulation” means, with respect to any Party, any Law applicable to such Party relating to money laundering or terrorist financing, including currency transaction reporting and currency transaction limits; the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 (the “OECD Convention”); the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended or supplemented (“the FCPA”); the Bribery Act 2010 of the United Kingdom, as amended or supplemented (the "Bribery Act"); and any other Law applicable to such Party which is substantially equivalent to the FCPA or the Bribery Act or was intended to enact the provisions of the OECD Convention and/or other economic sanctions administered or enforced by any other relevant sanctions authority having jurisdiction over a party.
Should any provision of these General Terms and Conditions or any Purchase Order issued hereunder or any remedy provided for herein be held invalid or unenforceable by any court or arbitration panel of competent jurisdiction, the remaining provisions and remedies shall remain in full force and effect. Any provision of these General Terms and Conditions or any Purchase Order which, by its nature, would survive termination or expiration of these General Terms and Conditions or such Purchase Order will survive any such termination or expiration of this Agreement.
Consultant shall not subcontract or delegate any of its obligations hereunder to any third party without BUYER’s prior written consent. In the event that BUYER approves any such subcontracting, Consultant shall remain liable for all of its obligations hereunder and under any SOW and shall be liable for the acts and omissions of any subcontractor. Further, Consultant shall ensure that all sub-contractors have been advised of the terms of this Agreement and have agreed in writing to comply with same. BUYER shall have the right at any time to immediately require that Consultant terminate or remove any third party subcontractors from providing the Services without any penalty or cost to BUYER if BUYER reasonably believes such third party’s acts or omissions are or may cause harm to BUYER.