Purchase order terms and conditions

17th Jun 2019

These are our terms and conditions for purchase orders for suppliers, as well as telling you what to expect regarding the personal information collected and processed by the Joseph Rowntree Foundation (JRF) and Joseph Rowntree Housing Trust and how we manage it.

As used herein, "Supplier" is the person or entity to which this Joseph Rowntree Purchase Order and its attachments, exhibits and referenced agreements (“Joseph Rowntree Order”) is issued;  "Joseph Rowntree" is Joseph Rowntree Foundation and Joseph Rowntree Housing Trust.  Supplier and Joseph Rowntree agree as follows:

1. SERVICES & GOODS:  Supplier will perform the services ("Services") or provide the goods or service deliverables (collectively referred to as "Goods"), described in this Joseph Rowntree  Order in accordance with these Terms and Conditions and the agreement or work statement or both (if such documents are referenced in this Joseph Rowntree Order) (collectively, “Terms”).  Upon acceptance of this Joseph Rowntree Order, delivery  of Goods or commencement of a Service, Supplier is bound by the provisions of this Joseph Rowntree Order, including the Terms, unless Supplier objects in writing prior to commencing Services or providing Goods.  This Joseph Rowntree Order does not constitute a firm offer and may be revoked at any time prior to acceptance.  Any terms or conditions contained in an acknowledgment, invoice or other communication of Supplier which are inconsistent with these Terms are rejected.  To the extent that this Joseph Rowntree Order might be treated as an acceptance of Supplier's prior offer, such acceptance is expressly made conditional on Supplier’s acceptance of these Terms.  Supplier beginning performance of Services or providing Goods constitutes such acceptance.

2. DELIVERY & PERFORMANCE:

2.1 Time is of the Essence:  Time of delivery and performance of every obligation of Supplier is of the essence.

2.2 Delivery:  Each delivery of Goods must be accompanied by a delivery notice or packing slip describing the contents of each package showing quantity and Joseph Rowntree Order number.  Delivery charges invoiced to Joseph Rowntree by Supplier or any third party will be accompanied by the original receipted bill of the deliverer.  All prices quoted in the Joseph Rowntree Order will include the cost of insurance and delivery; no additional charges of any kind will be allowed, unless otherwise agreed to in writing by Joseph Rowntree.  Joseph Rowntree may reject Goods if Supplier substitutes Goods or delivers more than the quantity of Goods ordered without express written authority from an authorised representative of Joseph Rowntree's Procurement department. The method of delivery and routing must conform to Joseph Rowntree's instructions; any extra costs will be borne by Supplier.  If no method of delivery is specified in this Joseph Rowntree Order, Supplier will use the least expensive means, consistent with safe and timely delivery.  Delivery is not complete until the Goods are received by Joseph Rowntree at the location designated in this Joseph Rowntree Order.

2.3 Records of Inspection:  Supplier must keep detailed records of all activities relating to the provision of the Goods.  Specifically, any inspection or maintenance carried out by Supplier including the date of the visit, any defects found and action taken, and the name of Supplier’s personnel making the inspection.  Upon Joseph Rowntree's request, Supplier will make these records available for review or provide copies to Joseph Rowntree.

2.4 Delay:  If Supplier cannot provide the Goods within the time specified, Supplier must notify Joseph Rowntree immediately of Supplier's earliest provision date (the "Revised Delivery Date").  Joseph Rowntree may, at its option prior to delivery, cancel all or any part of this Joseph Rowntree Order, or accept Supplier's Revised Delivery Date, without prejudice to any other rights Joseph Rowntree may have.

3. RISK OF LOSS & DESTRUCTION OF GOODS:  Supplier assumes all risk of loss until Joseph Rowntree receives the Goods at the location designated in this Joseph Rowntree Order.  Title to the Goods will pass to Joseph Rowntree upon receipt by it of the Goods at the designated destination.  If the Goods ordered are destroyed prior to title passing to Joseph Rowntree, Joseph Rowntree may at its option cancel this Joseph Rowntree Order or require delivery of substitute Goods of equal quantity and quality.  Such delivery will be made as soon as commercially practicable.  If loss of Goods is partial, Joseph Rowntree has the right to require delivery of the Goods not destroyed.

4. ACCEPTANCE & REJECTION:

4.1 Inspection:  Joseph Rowntree has a reasonable amount of time after receipt of Goods and before payment to inspect them for conformity.  Goods received prior to inspection will not be deemed accepted until Joseph Rowntree has run an adequate test to determine whether the Goods conform to the specifications.  Use of a portion of the Goods for the purpose of testing will not constitute an acceptance of the Goods.

4.2 Failure to Conform:  If the Goods fail to conform to Joseph Rowntree's specifications or are otherwise defective, Joseph Rowntree has the right to reject such Goods and any undelivered portion of the Joseph Rowntree Order.  If Joseph Rowntree rejects the Goods, then Supplier must promptly replace them at Supplier's sole expense.  Nonconforming

Goods will be returned to Supplier courier collect and risk of loss will pass to Supplier upon Joseph Rowntree's delivery to the common carrier.  All non-conforming services, including substitutions not approved in writing by Joseph Rowntree, will be considered defective. Supplier must promptly correct such defective services at its sole expense.

4.3 Joseph Rowntree Branded Goods:  Supplier is prohibited from selling or gifting surplus or faulty Goods with Joseph Rowntree’s name or trademark.

4.4 No Waiver of Warranties:  Neither Joseph Rowntree's payment, acceptance of Goods, inspection, nor failure to inspect relieves Supplier of any obligations, representations or warranties.

5. PAYMENT & PRICES:

5.1 Payment Due:  Unless otherwise specified, Supplier must deliver the full quantity of Goods, or complete the Services to the satisfaction of Joseph Rowntree before any payment will become due.  Joseph Rowntree will pay each correct and undisputed invoice within 45 days after its receipt by Joseph Rowntree.  Payment may be delayed if Supplier fails to supply the required documentation and quote the relevant Joseph Rowntree Order Number.

5.2 Taxes:  Supplier will separately list any value added, sales or local taxes, if any, on invoices.

6. OWNERSHIP OF WORK PRODUCT:  If Supplier (alone or with others) makes or creates an idea, method, invention, discovery, design or other work either in performing its obligations or relating to or capable of being used in those aspects of Joseph Rowntree’s business in which Supplier is engaged (“Work Product”), Supplier must disclose promptly full details of the Work Product to Joseph Rowntree and all rights in it will belong to Joseph Rowntree.  At the request and reasonable expense of Joseph Rowntree, Supplier must take lawful actions to vest all rights, title and interest in any Work Product in Joseph Rowntree absolutely as legal and beneficial owner and to secure patent or other appropriate forms of protection for the Work Product worldwide.  Supplier must not disclose or make use of any Work Product without Joseph Rowntree’s prior written consent except to comply with this paragraph or to provide the Services or Goods.  So far as permitted by law, Supplier irrevocably waives any rights Supplier has under copyright and patent law and any foreign corresponding rights in respect of all Work Product.  Rights and obligations under this paragraph will continue in force after termination of this Joseph Rowntree Order in respect of Work Product made during this Joseph Rowntree Order.  Supplier will not do or fail to do any act which would or might prejudice the rights of Joseph Rowntree under this paragraph.  Except to the extent expressly agreed between the parties in an applicable work statement, to the extent that any background intellectual property (i.e. pre-existing and other intellectual property in which Supplier or any of its licensors own or may acquire or assert any proprietary right anywhere in the world, “Background IP”) is necessary or useful for the exploitation of any of the Work Product by Joseph Rowntree, Supplier hereby grants to Joseph Rowntree  a world-wide, non-exclusive, fully paid, royalty free, perpetual licence to use such Background IP in connection with such Work Product.  Subject to the foregoing licence, Supplier or its licensors will retain all right, title and interest in the Background IP.

7. CONFIDENTIALITY:   Supplier, including its subcontractors and agents, shall not (except as strictly necessary in the course of providing the Services or Goods) use or disclose, or allow to be used or disclosed, any Confidential Information of Joseph Rowntree which Supplier received (whether before the date of this Joseph Rowntree Order and in whatever capacity) without the prior written consent of Joseph Rowntree. “Confidential Information” means all information in respect of Joseph Rowntree’s residents, business and financing including, but not limited to, any ideas, business methods, finance, prices, financial marketing development or manpower, plans, market opportunities, product information, design rights, customer information, trade secrets, details, computer systems and software know-how on any medium and software listings of any party and other matters connected with the products or services manufactured, marketed, provided or obtained by Joseph Rowntree.

8. PERSONAL DATA Both the Supplier and Joseph Rowntree will comply with their data protection obligations at Schedule 1 of this Joseph Rowntree Order and acknowledge that the Supplier is a Data Processer and Joseph Rowntree is a Data Controller in respect of Personal Data regarding residents of Joseph Rowntree. The subject-matter and duration of the processing, nature and purpose of the processing, types of Personal Data, and categories of Data Subjects are set out in Schedule 1 to this Joseph Rowntree Order.

8. NO PUBLICITY/TRADEMARKS:  Supplier, including its subcontractors and agents, shall not advertise or make any other public disclosure relating to the supply of Goods or the performance of Services for Joseph Rowntree , or use Joseph Rowntree  trademarks, trade names or service marks without Joseph Rowntree’s prior written consent.

9. JOSEPH ROWNTREE INTELLECTUAL PROPERTY:  To the extent that Joseph Rowntree provides or makes available any Confidential Information or other intellectual property to Supplier, Supplier and its personnel will have a limited, personal, non-exclusive, non-transferable licence to use such Confidential Information and intellectual property solely for the purpose of performing its obligations under this Joseph Rowntree Order and for no other purpose whatsoever.  Except as may be otherwise expressly set forth in a referenced agreement or work statement, no other licence is granted to Supplier under these Terms, by implication or otherwise, with respect to any Confidential Information or other intellectual property that may be provided or made available by Joseph Rowntree.

10. WARRANTIES:

10.1 Services:  Supplier represents and warrants that all Services will be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures.  Further, Supplier represents and warrants that the Services will be completed in accordance with applicable specifications and will be correct and appropriate for the purposes contemplated in this Joseph Rowntree Order.  Supplier represents and warrants that the performance of Services under this Joseph Rowntree Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound.

10.2 Goods:  Supplier represents and warrants that all Goods provided will be new and will not be used or refurbished.  Supplier represents and warrants that all Goods delivered will be of good quality, free from defects in materials and workmanship, non-infringing of third-party intellectual property or other rights, and will conform to all applicable specifications for a period of 12 months from the date of delivery to Joseph Rowntree or for the period provided in Supplier's standard warranty covering the Goods, whichever is longer.  Supplier will make spare parts available to Joseph Rowntree for a period of 5 years from the date of delivery at Supplier’s then current price, less applicable discounts.  Additionally, Goods purchased will be subject to all written and oral express warranties made by Supplier's agents, and to all warranties implied by applicable law.  All warranties will be construed as conditions as well as warranties and will not be exclusive.  Supplier must furnish to Joseph Rowntree its standard warranty and service guaranty applicable to the Goods.  All warranties and service guaranties will run both to Joseph Rowntree and to its customers.  If Joseph Rowntree identifies a warranty problem with the Goods during the warranty period, Joseph Rowntree will promptly notify Supplier of such problems and will return the Goods to Supplier, at Supplier's expense.  Within 5 business days of receipt of the returned Goods, Supplier shall, at Joseph Rowntree's option, either (i) repair or replace such Goods, or (2) provide a refund via check to Joseph Rowntree’s “Bill to” address on the front page of this Joseph Rowntree Order referencing this Joseph Rowntree Order and the invoice number.

Replacement and repaired Goods will be warranted for the remainder of the warranty period or 6 months, whichever is longer.

11. INDEMNITY:  Supplier will indemnify, hold harmless, and at Joseph Rowntree 's request, defend Joseph Rowntree, its affiliates, officers, directors, customers, agents, and employees, against all claims, liabilities, damages, losses and expenses, including legal fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Joseph Rowntree Order, including, without limitation: (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; (ii) any claim (whether related to tax, employment rights or otherwise) that any individual engaged by Supplier in relation to this Joseph Rowntree  Order is deemed to be an employee of Joseph Rowntree; (iii) any claim based on the negligence, omissions or wilful misconduct of Supplier or any Supplier's staff or sub-contractors; and (iv) any claim by a third party against Joseph Rowntree alleging that the Services or Goods, the results of such Services, Work Product or any other products or processes provided under this Joseph Rowntree Order, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes.  Supplier cannot settle any such suit or claim without Joseph Rowntree's prior written approval.  Supplier will pay or reimburse all costs that may be incurred by Joseph Rowntree in enforcing this indemnity, including legal fees.  Should Joseph Rowntree’s use, or use by its subcontractors or customers, of any Services or Goods purchased from Supplier be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Supplier shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Services or Goods; (b) modify the Services or Goods so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for Joseph Rowntree, its subcontractors or customers the right to continue using the Services or Goods; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Services or Goods.

12. LIMITATION OF LIABILITY:  IN NO EVENT WILL JOSEPH ROWNTREE BE LIABLE TO SUPPLIER OR SUPPLIER’S EMPLOYEES OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS JOSEPH ROWNTREE ORDER, WHETHER OR NOT JOSEPH ROWNTREE  WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

13. INDEPENDENT CONTRACTOR:  Joseph Rowntree and Supplier are independent contractors and nothing in this Joseph Rowntree Order will be construed as establishing an employer/employee or other agency relationship, partnership or joint venture between them.

14. RESCHEDULE/CANCELLATION:  Joseph Rowntree reserves the right to reschedule any delivery or cancel this Joseph Rowntree Order at any time prior to commencement of any Services or prior to delivery of Goods.  Unless expressly agreed in writing, Joseph Rowntree will not be subject to any charges or other fees as a result of such cancellation.

15. REMEDIES:  If Supplier breaches this Joseph Rowntree Order, Joseph Rowntree has all remedies available by law and at equity.  For the purchase of Goods, Supplier's sole remedy in the event of breach of this Joseph Rowntree Order by Joseph Rowntree will be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Joseph Rowntree Order.  No alternate method of measuring damages will apply to this transaction.  Supplier has no right to resell Goods for Joseph Rowntree's account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by Joseph Rowntree and any resale so made will be for the account of Supplier.

16. FORCE MAJEURE:  Joseph Rowntree will not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, staff difficulties or shortage, inability to obtain materials, equipment or transportation.  In the event Joseph Rowntree is so excused, either party may terminate this Joseph Rowntree Order and Joseph Rowntree will, at its expense, return any Goods received to the place of delivery.

17. SEVERABILITY:  If any provision of this Joseph Rowntree Order is held by a court of competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of this Joseph Rowntree Order will remain in full force and effect.

18. ASSIGNMENT & SUBCONTRACTING:  Supplier may not assign, delegate or subcontract this Joseph Rowntree Order or any of its rights or obligations under this Joseph Rowntree Order, without the prior written consent of Joseph Rowntree.  Any assignment or transfer without such written consent will be null and void.  This Joseph Rowntree Order will inure to the benefit of, and be binding upon, the successors and assigns of Joseph Rowntree without restriction.

19. NO IMPLIED WAIVER: No waiver of any right under, or breach of, this Joseph Rowntree Order will be effective unless in writing and signed by an authorised representative of the party against whom the waiver is sought to be enforced.  No delay or failure by either party to exercise any right under this Joseph Rowntree Order, and no partial exercise of any right under this Joseph Rowntree Order, will constitute a waiver of that right or any other right. No waiver of any right under, or breach of, this Joseph Rowntree Order will operate as a waiver of any other right or breach, or of the same right or breach on a future occasion.

20. NOTICES:  Except for Joseph Rowntree orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices and other communications will be in writing, and will be addressed to Supplier or to an authorised Joseph Rowntree representative at the address set forth on the face of this order, and will be considered given when (i) delivered personally; (ii) sent by confirmed facsimile; (iii) sent by commercial overnight courier with written verification receipt; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

21. GOVERNING LAW, JURISDICTION & VENUE:  This Joseph Rowntree Order will be governed by and construed in accordance with the laws of England.  Each party consents to the exclusive jurisdiction of the English courts in connection with any dispute or controversy arising out of or in connection with this Joseph Rowntree Order or its subject matter.  The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by the parties and it will not apply to the Terms of this Joseph Rowntree Order.

22. COMPLIANCE WITH LAWS:

22.1 General:  Supplier shall comply fully with all applicable laws in the performance of this Joseph Rowntree Order including, but not limited to, all applicable employment, tax, export control and environmental laws.

22.2 Hazardous Goods:  If Goods include hazardous materials, Supplier represents and warrants that Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.

22.3 Customs:  Upon Joseph Rowntree's request, Supplier will promptly provide Joseph Rowntree with a statement of origin for all Goods and HM Customs and Excise documentation for Goods wholly or partially manufactured outside of the United Kingdom.

23. TERMINATION:  Joseph Rowntree may terminate this Joseph Rowntree Order for its convenience at any time by providing Supplier no less than 10 days prior written notice or in the case of a material breach, immediately upon written notice.

24. SURVIVAL:  Any obligations and duties which by their nature extend beyond the expiration or termination of this Joseph Rowntree Order will survive the expiration or termination of this Joseph Rowntree Order.

25. ENTIRE AGREEMENT, MODIFICATION & ORDER OF PRECEDENCE:  This Joseph Rowntree Order including its attachments, exhibits, referenced work statements and agreements, constitutes the entire agreement between Supplier and Joseph Rowntree with respect to this subject matter.  Subject to the foregoing, any modification, extension or amendment of this Joseph Rowntree Order must be in writing and signed by a duly authorised representative of both parties.  In the event, and to the extent, of any inconsistency between the terms and conditions of this Joseph Rowntree Order and the terms and conditions of a separate written agreement between Supplier and Joseph Rowntree concerning the Goods and Services, that separate agreement will control.

26. RIGHTS OF THIRD PARTIES:  Nothing in this Joseph Rowntree Order is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce a term of this Joseph Rowntree Order and as such, no term of this Joseph Rowntree Order is enforceable by any pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person (other than an affiliate of Joseph Rowntree) which is not a party to it.

Schedule 1 - Information processing agreement

1 DEFINITIONS

1.1 Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, Processing (including "Process" and "Processed") and Special Categories of Personal Data all have the meaning given to them in the Data Protection Legislation;

1.2 Data Protection Impact Assessments means an assessment by the Data Controller of the impact of the envisaged Processing on the protection of Personal Data;

1.3 Data Protection Legislation means, for the periods in which they are in force in the United Kingdom, the Data Protection Act 2018, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and all applicable Laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, in each case as amended or substituted from time to time;

1.4 GDPR means (a) the General Data Protection Regulations (Regulation (EU) 2016/679) which comes into force on 25 May 2018; and (b) any equivalent legislation amending or replacing the General Data Protection Regulations (Regulation (EU) 2016/679);

2 ROLES OF THE PARTIES

2.1 Both Parties shall duly observe all their obligations under the Data Protection Legislation which arise in connection with this Agreement and shall not perform their obligations under this Agreement in such a way as to cause the other Party to breach any of its obligations under the Data Protection Legislation.

2.2 With respect to the Parties' rights and obligations under this Agreement, the Parties agree that Joseph Rowntree is the Data Controller and that the Supplier is the Data Processor.

2.3 The subject-matter and duration of the Processing, nature and purpose of the Processing, types of Personal Data, and categories of Data Subjects are set out in Appendix 1 to this Agreement.

2.4 The Supplier shall notify the Joseph Rowntree immediately if it considers that any of the Joseph Rowntree's instructions infringe the Data Protection Legislation.

OBLIGATIONS OF THE CONTRACTOR

3.1 The Supplier agrees to only Process the Personal Data in accordance with the terms and conditions set out in this Schedule and, subject to the overriding requirements of Data Processing Legislation, undertakes to:

3.1.1 only process the Personal Data for and on behalf of Joseph Rowntree, strictly in accordance with the written instructions of Joseph Rowntree, unless the Processing is required by applicable laws to which Joseph Rowntree is subject, in which case the Supplier shall to the extent permitted by such applicable laws inform Joseph Rowntree of that legal requirement before Processing;

3.1.2 ensure that any personnel with access to Personal Data are subject to a duty of confidentiality (whether contractual or statutory) and ensure that access is strictly limited to those individuals who need to know/access the Personal Data;

3.1.3 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Supplier shall, in relation to the Personal Data, implement appropriate technical and organisational measures, to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR;

3.1.4 only engage subcontractors with the prior written consent of Joseph Rowntree and under a written contract, imposing the same data protection obligations as set out in this Agreement, remaining liable to Joseph Rowntree for compliance of any subcontractor engaged and informing Joseph Rowntree of any changes concerning the addition or replacement of subcontractors giving Joseph Rowntree sufficient opportunity to object to such changes;

3.1.5 assist Joseph Rowntree by appropriate technical and organisational measures, insofar as possible, for the fulfilment of Joseph Rowntree's obligations to respond to requests for exercising the Data Subject's rights laid down in the Data Protection Legislation;

3.1.6 notify Joseph Rowntree within five (5) Working Days if it receives a request from a Data Subject under the Data Protection Legislation in respect of the Personal Data and not respond to any such request without the written authorisation of Joseph Rowntree or as required by the Data Protection Legislation to which the Supplier is subject but only after informing Joseph Rowntree of such legal requirement before responding to the request;

3.1.7 notify Joseph Rowntree without undue delay, and at least within 48 hours, upon becoming aware of a Personal Data Breach, providing Joseph Rowntree with sufficient information to allow it to meet its obligations under the Data Protection Legislation;

3.1.8 assist Joseph Rowntree in ensuring compliance with the obligations pursuant to the Data Protection Legislation taking into account the nature of the Processing for the purposes of this Agreement and the information available to the Supplier, including but not limited to those obligations relating to:

(a) security of processing;
(b) notification of a Personal Data Breach to the Information Commissioner's Office;
(c) communication of a Personal Data Breach to the Data Subject; and
(d) Data Protection Impact Assessments and any subsequent consultations with the Information Commissioner's Office;

3.1.9 on the expiry or termination of this Agreement, promptly upon request from Joseph Rowntree (at Joseph Rowntree's discretion) either:

(a) return all Personal Data to the Employer and delete all existing copies, or procure such deletion; or
(b) securely destroy such Personal Data, unless an applicable law requires storage of the Personal Data but only to the extent and for such period as required by such law;

3.1.10 notify Joseph Rowntree of the deletion of Personal Data in accordance with clause 3.1.9 within 21 days of the expiry or termination of this Agreement;

3.1.11 not transfer Personal Data outside the European Economic Area (EEA) without the prior written consent of Joseph Rowntree; and

3.1.12 make available to Joseph Rowntree on request all information necessary to demonstrate compliance with the Data Protection Legislation, and allow for and contribute to audits, including inspections, by the Employer or an auditor mandated by Joseph Rowntree.

3.2 The Supplier shall, at all times during and after the term of this Agreement, indemnify Joseph Rowntree and keep Joseph Rowntree indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Joseph Rowntree arising from any breach of the Supplier's obligations under this Schedule except and to the extent that such liabilities have resulted directly from Joseph Rowntree's instructions.

3.3 The provisions of this Schedule shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.

Appendix 1 to schedule 1: data processing

This Appendix includes certain details of the Processing of Personal Data as required by the Data Protection Legislation.

1 THE SUBJECT-MATTER, DURATION, NATURE AND PURPOSE OF THE PROCESSING

1.1 The subject-matter and duration of the Processing of Personal Data in accordance with this Agreement shall consist of

1.1.1 Any resident or employee Data which is Processed as a result of the Supplier's obligations under the Joseph Rowntree Order. Any Processing will continue for the Term of the Joseph Rowntree Order.

1.2 The nature and purpose of the Processing of Personal Data in accordance with this Agreement shall consist of:

1.2.1 The purpose of any Data Processing undertaken by the Supplier will be to fulfil their obligations under the Joseph Rowntree Order such as delivery of goods or provision of a service.

2 THE TYPES OF PERSONAL DATA TO BE PROCESSED

2.1 The types of Personal Data that shall be processed in accordance with this Agreement will be:

2.1.1 Information identifying a resident or employee which may include names, telephone numbers and email address, postal address.

3 CATEGORIES OF DATA SUBJECTS TO WHOM PERSONAL DATA RELATES

3.1 The categories of individuals whose Personal Data is Processed in accordance with this Agreement will be:

3.1.1 Residents
3.1.2 Employees.