NEC PURCHASE TERMS

The National Exhibition Centre Limited – Terms and Conditions for the Purchase of Goods and/or Services (“Conditions”)

1. Definitions

In these Conditions, the following definitions apply:

1.1 Contract: the contract between NEC and the Supplier for the sale and purchase of Goods and/or Services in accordance with these

Conditions;

1.2 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and

organisational measures: as defined in the Data Protection Legislation.

1.3 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the

retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and

regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and

the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority.

1.4 Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of

or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures,

computer programs, data, specifications and reports (including drafts);

1.5 Domestic Law (for the purposes of clause 24): the law of the United Kingdom or a part of the United Kingdom.

1.6 Goods: the goods (or any part of them) set out in the Order;

1.7 NEC: the National Exhibition Centre Limited;

1.8 Order: NEC’s order for the supply of Goods and/or Services, as set out in NEC’s purchase order form; or, where there is no

purchase order form, NEC’s acceptance of the Supplier’s quotation; or overleaf as the case may be;

1.9 Services: the services, including without limitation the Deliverables, to be provided by the Supplier as set out in the Order or any

Service Specification;

1.10 Service Specification: the description or specification for Services agreed in writing by NEC and the Supplier;

1.11 Supplier: the person or firm stated in the Order from whom NEC purchases the Goods and/or Services.

2. Basis of Contract

2.1 The Order constitutes an offer by NEC to purchase the Goods and/or Services in accordance with these Conditions.

2.2 The Order shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Order and the Supplier

doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence (“Commencement Date”).

NEC may withdraw the offer to purchase at any time prior to the Contract coming into existence.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or

which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, no terms or conditions endorsed

upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of Order, specification or similar

document will form part of the Contract.

2.4 All Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any

documents of the Supplier that is inconsistent with these Conditions.

3. Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:

(i) conform in every respect with their description and any specification, including any related plans and drawings, that is agreed in

writing by NEC and the Supplier;

(ii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made

known to the Supplier by NEC, expressly or by implication, and in this respect NEC relies on the Supplier’s skill and judgment;

(iii) be free from defects in design, materials and workmanship and remain so for 12 months after delivery or such longer period agreed

between NEC and the Supplier; and

(iv) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling

and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits

that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 NEC shall be entitled to rely on any representation made to NEC by or on behalf of the Supplier concerning the Supplier or any

aspect of the Goods.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

(i) the Goods are properly packaged and secured as to enable them to reach their destination in good condition and labelled in

accordance with NEC’s instructions;

(ii) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type

and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if

the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(iii) if the Supplier requires NEC to return any packaging material for the Goods to the Supplier, the fact is clearly stated on the delivery

note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

(i) on the date specified in the Order or, if no such date is specified, then within 5 days of the date of the Order;

(ii) to the delivery location as set out in the Order or as instructed by NEC before delivery (“Delivery Location”);

(iii) during NEC’s normal hours of business or as instructed by NEC.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any third party carrier appointed to deliver the Goods shall be deemed to be agent of the Supplier and not of NEC.

4.5 If for any reason NEC is unable to accept delivery when the Supplier is ready willing and able to deliver, and the date for delivery

has passed, at the written request of NEC the Supplier shall store and keep safe the Goods until delivery is made.

4.6 The Supplier shall not deliver the Goods in instalments without NEC’s prior written consent. Where it is agreed that the Goods are

delivered by instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall

entitle NEC to the remedies set out in clause 7.

4.7 Title and risk in the Goods shall pass to NEC on completion of delivery.

5. Supply of Services

5.1 The Supplier shall, from the Commencement Date (or the date set out in the Order), provide the Services in accordance with the

terms of the Contract and shall meet any performance dates for the Services specified in the Order or notified to the Supplier by

NEC. Time is of the essence in relation to any performance dates specified in an Order or notified to the Supplier.

5.2 In providing the Services, the Supplier shall:

(i) co-operate with NEC in all matters relating to the Services, and comply with all instructions of NEC;

(ii) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or

trade;

(iii) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that

the Supplier's obligations are fulfilled in accordance with this Contract;

(iv) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification,

and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by NEC;

(v) provide all equipment, tools, vehicles and such other items as are required to provide the Services;

(vi) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials

supplied and used in the Services or transferred to NEC, will be free from defects in workmanship, installation and design;

(vii) obtain and at all times maintain all necessary licences and consents;

(viii) observe all health and safety rules and regulations and any other security requirements that apply at any of NEC's premises;

(ix) hold all materials, equipment and tools, drawings, specifications and data supplied by NEC to the Supplier (“NEC Materials”) in safe

custody at its own risk, maintain NEC Materials in good condition until returned to NEC, and only dispose or use NEC Materials in

accordance with NEC's written instructions or authorisation; and

(x) not do or omit to do anything which may cause NEC to lose any licence, authority, consent or permission upon which it relies for the

purposes of conducting its business, and the Supplier acknowledges that NEC may rely or act on the Services; and

(xi) comply with any additional obligations as set out in the Service Specification.

6. Compliance with policies and laws

6.1 In performing its obligations, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in

force which shall include, but not be limited to, those detailed in the remainder of this clause 6.

6.2 Anti-Slavery & Human Trafficking. The Supplier shall:

(i) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force

including, but not limited to, the Modern Slavery Act 2015 (“Anti-Slavery Requirements”);

(ii) establish, maintain and enforce policies and procedures to ensure compliance with the Anti-Slavery Requirements; and

(iii) notify NEC (in writing) if it becomes aware of any breach, or potential breach, of the Anti-Slavery Requirements or any actual or

suspected slavery or human trafficking in a supply chain which has a connection with this Contract.

6.3 Anti-Bribery & Corruption. The Supplier shall:

(i) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, but not limited

to, the Bribery Act 2010 (“Anti-Bribery Requirements”);

(ii) establish, maintain and enforce policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure

compliance with the Anti-Bribery Requirements; and

(iii) notify NEC (in writing) if it becomes aware of any breach of this clause 6.3 or has reason to believe that it has received a request or

demand for any undue financial or other advantage.

6.4 For the purpose of clause 6.3, the meaning of adequate procedures and whether a person is associated with another person shall

be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and

section 8 of that Act respectively.

6.5 Anti-Fraud. The Supplier shall:

(i) not engage in any activity, practice or conduct which would constitute fraud, including but not limited to a fraud offence under section

199(6) of the Economic Crime and Corporate Transparency Act 2023;

(ii) establish, maintain and enforce policies and procedures to prevent the commission of fraud and to ensure compliance with clause

6.5(i); and

(iii) notify NEC in writing if it becomes aware of any breach of clause 6.5(i) or has reason to believe that it has received or demand to

commit a fraud offence within the meaning of section 199(6) of the Economic Crime and Transparency Act 2023 in connection with

the performance of this Contract.

6.6 Anti-Facilitation of Tax Evasion. The Supplier shall:

(i) not engage in any activity, practice or conduct which would constitute either (a) a UK tax evasion facilitation offence under section

45(5) of the Criminal Finances Act 2017, or (b) a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances

Act 2017;

(ii) establish, maintain and enforce policies and procedures as are reasonable to prevent the facilitation of tax evasion by another

person and to ensure compliance with clause 6.6(1); and

(iii) notify NEC in writing if it becomes aware of any breach of clause 6.6(1) or has reason to believe that it has received a request or

demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017.

6.7 For the purposes of clause 6.6, the meaning of reasonable prevention procedure shall be determined in accordance with any

guidance issued under section 47 of the Criminal Finances Act 2017.

6.7 Upon request, the Supplier shall certify to NEC in writing signed by an officer of the Supplier, compliance with clauses 6.2, 6.3, 6.5

and 6.6 by the Supplier and all persons in its supply chain. The Supplier shall provide such supporting evidence of compliance as

NEC may reasonably request.

6.8 The Supplier shall ensure that any of its agents, consultants, contractors, subcontractors or other persons engaged in performance

of the Supplier's obligations under this Contract do so only on the basis of a written contract which imposes on and secures from

such person terms equivalent to those imposed on the Supplier in this clause 6 (“Relevant Terms”). The Supplier shall be

responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to NEC for any

breach by such persons of any of the Relevant Terms.

6.9 NEC may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of

this clause 6.

7. Remedies

7.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, delivers Goods that do not comply with

the undertakings in clause 3.1, or if the Supplier has supplied Services that do not comply with clause 5.2(iv) then, without limiting

any of its other rights or remedies, NEC shall have the right to any one or more of the following remedies, whether or not it has

accepted the Goods:

(i) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(ii) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk

and expense;

(iii) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;

(iv) where NEC has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been

delivered by the Supplier, to have such sums refunded by the Supplier;

(v) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

(vi) to recover from the Supplier any costs incurred by NEC in obtaining substitute goods and/or services from a third party;

(vii) to claim damages for any other costs, loss or expenses incurred by NEC which are in any way attributable to the Supplier's failure to

comply with its obligations under the Contract

(viii) to require the Supplier to provide repeat performance of the Services at no additional cost to the NEC, or to provide a full

refund of the price paid for the Services

7.2 NEC’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the

Supplier.

8. Access & Information. NEC shall provide the Supplier with (i) reasonable access at reasonable times to NEC’s premises for the

purpose of providing the Services; and (ii) such information as the Supplier may reasonably request and NEC considers reasonably

necessary for the purpose of providing the Services.

9. Price and Payment

9.1 The price of the Goods shall be the price set out in the Order (or, if no price is quoted, the price (excluding VAT) set out in the

Supplier's published price list in force as at the Commencement Date and shall be inclusive of the costs of packaging, insurance and

carriage of the Goods, unless otherwise agreed in writing by NEC. No extra charges shall be effective unless agreed in writing and

signed by NEC.

9.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect

of the performance of the Services. Unless otherwise agreed in writing by NEC, the charges shall include every cost and expense of

the Supplier directly or indirectly incurred in connection with the performance of the Services.

9.3 The Supplier may invoice NEC on or at any time after completion of delivery of the Goods or provision of the Services in accordance

with the Contract. Each invoice shall include such supporting information required by NEC to verify the accuracy of the invoice,

including but not limited to the relevant purchase order number.

9.4 NEC shall pay undisputed invoiced amounts by the first working day of the third month following the month in which the correctly

rendered invoice is received from the Supplier.

9.5 All amounts payable by NEC under the Contract are exclusive of VAT. Where any taxable supply for VAT purposes is made under

the Contract by the Supplier to NEC, NEC shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such

additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is

due for the supply of the Goods and/or Services.

9.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, the defaulting party shall

pay interest on the overdue amount at the rate of 2% per annum above National Westminster Bank plc's base rate from time to time.

Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before

or after judgment. This clause shall not apply to payments that the defaulting party disputes in good faith.

9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the

Services and the Supplier shall allow NEC to inspect such records at all reasonable times on request.

9.8 NEC may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to NEC against any

liability of NEC to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either

liability arises under the Contract.

10. Intellectual Property Rights

10.1 In respect of the Goods and any goods that are transferred to NEC as part of the Services under this Contract, including without

limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items,

and that at the date of delivery of such items to NEC, it will have full and unrestricted rights to sell and transfer all such items to NEC.

10.2 The Supplier assigns to NEC, with full title guarantee and free from all third party rights, all copyright, design right and all other

intellectual property rights in the products of the Services, including for the avoidance of doubt the Deliverables.

10.3 The Supplier hereby waives or agrees to procure the waiver of any moral rights subsisting in the products of the Services (including

the Deliverables).

10.4 The Supplier shall, promptly at NEC's request, do (or procure to be done) all such further acts and things and the execution of all

such other documents as NEC may from time to time require for the purpose of securing for NEC the full benefit of the Contract,

including all right, title and interest in and to the intellectual property rights assigned to NEC in accordance with clause 10.2.

10.5 All NEC Materials are the exclusive property of NEC.

11. Indemnities - IMPORTANT: THE SUPPLIER IS ADVISED TO READ THIS CLAUSE CAREFULLY

11.1 The Supplier shall keep NEC indemnified against all liabilities, costs, expenses, damages and losses (whether direct, indirect or

otherwise and including, but not limited to, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a

full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by NEC as a result of or in

connection with:

(i) a breach of Contract by the Supplier;

(ii) any claim made against NEC for actual or alleged infringement of a third party's intellectual property rights arising out of, or in

connection with, the supply or use of the Goods, or receipt, use or supply of the Services;

(iii) any claim made against NEC by a third party arising out of, or in connection with, the supply of the Goods or provision of the

Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the

Contract by the Supplier, its employees, agents or subcontractors; and

(iv) any claim made against NEC by a third party for death, personal injury or damage to property arising out of, or in connection with,

defects in Goods.

11.2 This clause 11 shall survive termination of the Contract.

12. Insurance. The Supplier shall at all times maintain in force, with a reputable insurance company, professional indemnity insurance,

product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract,

and shall, on NEC's request, produce both the insurance certificate giving details of cover and the receipt for the current year's

premium in respect of each insurance.

13. Confidential Information.

13.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes

or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors,

and any other confidential information concerning the disclosing party's business, its products or its services which the receiving

party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents or

subcontractors who need to know the same for the purpose of discharging the receiving party's obligations under the Contract, and

shall ensure that such employees, agents or subcontractors shall keep such information confidential. The receiving party may also

disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory

authority or by a court of competent jurisdiction.

13.2 The Supplier shall not be permitted to use any logo, branding or other intellectual property rights of NEC, or to make any reference

to the fact that it is a supplier of NEC, in any marketing or promotional material or otherwise in connection with the promotion of its

business, goods or services without the prior written consent of NEC.

14. Termination

14.1 In addition to any rights NEC may have under these Conditions or at law, NEC shall be entitled to terminate the Contract:

(i) in respect of the supply of Services, by giving the Supplier one month’s written notice; and

(ii) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the

Supplier, whereupon the Supplier shall discontinue all work on the Contract. NEC shall pay to the Supplier fair and reasonable

compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of

anticipated profits or any consequential loss.

14.2 NEC may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(i) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability

to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act

1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either

case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the

foregoing apply;

(ii) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a

proposal for or enters into any compromise or arrangement with its creditors;

(iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the

Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies

or the solvent reconstruction of the Supplier;

(iv) the Supplier is the subject of a bankruptcy petition or order;

(v) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such

process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not

discharged within 14 days;

(vi) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an

administrator is given or if an administrator is appointed over the Supplier;

(vii) a floating charge holder over the Supplier's assets has become entitled to appoint or has appointed an administrative receiver;

(viii) a person becomes entitled to appoint a receiver over the Supplier's assets or a receiver is appointed over the Supplier's assets;

(ix) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect

equivalent or similar to any of the events mentioned in clause 14.2(i) to clause 14.2(viii) inclusive; or

(x) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its

business or the Supplier's financial position deteriorates to such an extent that, in NEC's opinion, the Supplier's capability to

adequately fulfil its obligations under the Contract has been put in jeopardy; or

(xi) the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the

Contract is in jeopardy.

13.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at

termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13.4 On termination of the Contract for any reason, the Supplier shall immediately deliver to NEC all Deliverables whether or not then

complete, and return all NEC Materials. If the Supplier fails to do so, then NEC may enter the Supplier's premises and take

possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and

will not use them for any purpose not connected with this Contract.

15. Force Majeure

15.1 Neither party shall be liable to the other for any delay or non-performance of its obligations under the Contract to the extent that such

failure results from events, circumstances or causes beyond its reasonable control (excluding any strike of the Supplier’s workforce

or any other failure in the Supplier’s supply chain).

15.2 The Supplier shall use all reasonable endeavours to mitigate the effect of an event of force majeure on the performance of its

obligations. If such performance is prevented, hindered or delayed for a continuous period of more than four weeks, NEC may

terminate the Contract immediately by giving written notice to the Supplier.

16. Assignment

16.1 NEC may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations

under the Contract.

16.2 The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations

under the Contract without NEC's prior written consent.

17. Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of

any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by

law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any

other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any

other right or remedy.

18. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed

modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant

provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause

shall not affect the validity and enforceability of the rest of the Contract.

19. Notices

19.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that

party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that

party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by

pre-paid first class post, recorded delivery or commercial courier.

19.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to

in clause 19.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting; or if

delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

19.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture

between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as

agent for, or to bind, the other party in any way.

21. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
22. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and

conditions, shall be effective unless it is agreed in writing and signed by NEC.

23. Governing Law and Jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter

or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law,

and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

24. Data Protection.

24.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 24 is in addition to, and does

not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

24.2 The parties acknowledge that for the purposes of the Data Protection Legislation, NEC is the Controller and the Supplier is the

Processor.

24.3 Without prejudice to the generality of Clause 24.1, NEC will ensure that it has all necessary appropriate consents and notices in

place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.

24.4 Without prejudice to the generality of Clause 24.1, the Supplier shall, in relation to any Personal Data processed in connection with

the performance by the Supplier of its obligations under the Contract:

(i) process that Personal Data only on the documented written instructions of NEC unless the Supplier is required by Domestic Law to

otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal

Data, the Supplier shall promptly notify NEC of this before performing the processing required by the Domestic Law unless the

Domestic Law prohibits the Supplier from so notifying the NEC;

(ii) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the NEC, to protect

against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to,

Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss,

destruction or damage and the nature of the data to be protected, having regard to the state of technological development and

the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting

Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability

of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating

the effectiveness of the technical and organisational measures adopted by it);

(iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(iv) not transfer any Personal Data outside of the UK unless the prior written consent of the NEC has been obtained and the following

conditions are fulfilled:

(a) the NEC or the Supplier has provided appropriate safeguards in relation to the transfer;

(b) the Data Subject has enforceable rights and effective legal remedies;

(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to

any Personal Data that is transferred; and

(d) the Supplier complies with reasonable instructions notified to it in advance by the NEC with respect to the processing of the

Personal Data.

(v) assist the NEC, at the Supplier's cost, in responding to any request from a Data Subject and in ensuring compliance with its

obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and

consultations with supervisory authorities or regulators;

(vi) notify the NEC without undue delay on becoming aware of a Personal Data Breach;

(vii) at the written direction of the NEC, delete or return Personal Data and copies thereof to the NEC on termination of the Contract

unless required by Domestic Law to store the Personal Data; and

(viii) maintain complete and accurate records and information to demonstrate its compliance with this Clause 24 and allow for audits by

the NEC or the NEC's designated auditor and immediately inform the NEC if, in the opinion of the Supplier, an instruction infringes

the Data Protection Legislation.

24.5 The NEC does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.