General Terms and Conditions for Shepper Customers
1.        INTERPRETATION

1.1.     In these Terms:

“Asset” means the property or other asset in respect of which the Customer requests Shepper to carry out or provide the Service;

“Booking” means a booking request made by the Customer for a Shepherd to Inspect an Asset that has been accepted by Shepper in accordance with clause 4;

“Booking Period” means the period applicable to Minimum Bookings, as set out in the Term Sheet;

“Business Day”  means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Contract” means the contract comprising the front sheet, the Term Sheet, these Terms and the Data Processing Addendum;

“Customer Materials” means all documents, images, drawings, specifications, data and other materials supplied by the Customer to Shepper;

“Data Processing Addendum” means the Data Processing Addendum set out below;

“Fees” means the fees payable under the Contract, as set out in the Term Sheet;

“Initial Term” means the initial term as set out in the Term Sheet;

“Inspection Report” means a digital report created in respect of each Inspection;

“Inspection Time” means the date and time for the Inspection to be performed, as agreed in the Booking;

“Inspection” means the carrying out of an on-demand visual inspection of an Asset or the provision of other check or check-in service relating to an Asset, as detailed in the Term Sheet and a Booking, and “Inspect” shall have the same meaning;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Minimum Bookings” means the minimum number of Bookings to be placed by the Customer in each Booking Period as set out in the Term Sheet (if any);

“Term Sheet” means the Term Sheet agreed (online, by email or by hard copy) between Shepper and the Customer;

“Service Levels” means the service levels (if any) set out in the Term Sheet;

“Service” means the carrying out or provision by a Shepherd of Inspections;

“Shepherd” means a person employed or engaged by Shepper to carry out Inspections;

“Shepper IPRs” means all Intellectual Property Rights subsisting in the Service and the Inspection Reports, excluding any Customer Materials incorporated in them;

“Terms” means these General Terms and Conditions.

1.2.     In these Terms:

1.2.1.     clause headings are inserted for ease of reference only and do not affect construction;

1.2.2.     words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof;

1.2.3.     a reference to “writing” or “written” includes email.

1.3.     The terms of the Contract apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.        COMMENCEMENT AND TERM

2.1.     The Contract shall commence on the date when it has been signed by both parties and (subject to clause 14) shall continue for the Initial Term, and automatically thereafter unless or until terminated by either party giving to the other not less than three months’ written notice to terminate, such notice to expire on or at any time after the expiry of the Initial Term.

3.        SERVICE

3.1.     Shepper shall supply the Service from the Service Start Date in accordance with the Contract.

3.2.     In supplying the Service, Shepper shall:

3.2.1.     perform the Service with reasonable care and skill;

3.2.2.     use reasonable endeavours to perform the Service in accordance with the Service Levels;

3.2.3.     ensure that the Inspection Reports, and all materials, standards, and techniques used in providing the Service are of satisfactory quality and are fit for purpose;

3.2.4.    observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to Shepper, provided that Shepper shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

3.3.     The Customer shall:

3.3.1.     co-operate with Shepper in all matters relating to the Service;

3.3.2.     provide, in a timely manner, such information as Shepper may require, and ensure that it is accurate and complete in all material respects;

3.3.3.     use the Service for lawful purposes only and shall not use the Service (a) in any way that breaches any applicable local, national or international law or regulation; or (b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

3.4.     The Customer acknowledges and agrees that:

3.4.1.     the Inspection Reports are based solely upon the visual observation and opinion of the Shepherd carrying out the Inspection;

3.4.2.     Shepherds are not experts in any field, and do not possess any particular technical skill, knowledge, or expertise;

3.4.3.     Inspections and any photographs included within an Inspection Report are subject to factors beyond Shepper’s control, such as accessibility, weather conditions, lighting conditions, and other factors which may reduce the accuracy of the Inspection and clarity of photos;

3.4.4.     the Inspection Reports will only cover Service provided strictly in accordance with the Customer’s instructions and, unless previously agreed with Shepper in writing, will not cover any facts, observations, information or events that:

3.4.4.1.     fall outside of the scope of the Booking; or

3.4.4.2.     do not form part of the scope of the Service offered by Shepper in accordance with the Contract.

3.5.     The Customer further acknowledges and agrees that:

3.5.1.     if following the Customer’s instructions, a Shepherd cannot locate the Asset or the Asset is not available for Inspection the Customer will be charged a no-show fee equal to the total Fees for the Booking;

3.5.2.     the Customer will be responsible for making the Booking and issuing instructions to Shepper;

3.5.3.     the Customer shall not at any time communicate directly with a Shepherd in relation to the Service or other similar Service;

3.5.4.     if fulfilment of the Booking requires access to private property, the Customer shall be responsible for obtaining consent and permission from all relevant parties, such as the owner or tenant of the property. The Customer shall indemnify Shepper in respect of any and all claims, liabilities, costs, expenses, damages or losses which Shepper may suffer or incur in connection with the access to private property, other than where resulting from the default or negligence of Shepper;

3.5.5.     where the Service are to be performed in a remote location and/or with restricted access (including military bases, mountainous locations, island, or locations with limited population densities) subject to Shepper notifying the Customer, the Customer may be charged an additional fee, including when return trips are required, in addition to the total Fees for the Booking.

3.6.     Shepper shall use all reasonable efforts to carry out the Inspection within the Inspection Time. However, time shall not be of the essence in carrying out the Inspection.

3.7.     If Shepper’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Shepper shall:

3.7.1.     not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

3.7.2.     be entitled to payment of the Fees despite any such prevention or delay; and

3.7.3.     be entitled to recover any additional costs, charges or losses Shepper sustains or incurs that arise directly or indirectly from such prevention or delay.

3.8.     During the term of the Contract and for a period of twelve months’ following termination of the Contract, the Customer agrees not to request the performance of the Service or any other Service substantially similar to the Service from Shepherds directly or in any manner other than through Shepper.

3.9.     Inspection Reports are prepared solely for the benefit of the Customer. No liability is accepted to any third party.

3.10.     Shepper may make any changes to the Service which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Service, and Shepper shall notify the Customer in any such event.

4.        BOOKING PROCEDURE

4.1.     The Customer may request to make a Booking by contacting Shepper by the booking procedure agreed in the Term Sheet or by email.

4.2.     When the Customer requests to make a Booking, the Customer warrants that:

4.2.1.     the Customer is acting on the Customer’s own behalf and not for the benefit of any other person. If the Customer is acting on behalf of another person, the Customer shall notify Shepper as soon as possible;

4.2.2.     the Customer is the legal owner or mortgagee of the Asset or is otherwise legally authorised to instruct Shepper to carry out an Inspection of the Asset; and

4.2.3.     upon Shepper’s request the Customer will promptly produce evidence of the Customer’s ownership or authority to request the Service in respect of the Asset.

4.3.     Following receipt of a request to make a Booking in accordance with clause 4.1, the Customer will be notified by Shepper that the Booking request has been received. Shepper reserves the right to refuse a request for a Booking at its discretion. Shepper’s acceptance of the Booking takes place only when Shepper confirms its acceptance of the Booking in writing.

4.4.     All Bookings are made and accepted upon and subject to the terms of the Contract.

5.        MINIMUM BOOKINGS

5.1.     The Customer shall place not less than the Minimum Bookings in each Booking Period during the term of the Contract.

5.2.     If in any Booking Period the Customer places Bookings equal to or in excess of the Minimum Bookings, but for any reason Shepper is unable to accept all such Bookings, then number of Bookings which Shepper was unable to accept will count towards the Minimum Bookings for such Booking Period.

5.3.     If in any Booking Period the Customer does not place Bookings equal to or in excess of the Minimum Bookings, Shepper will nevertheless be deemed to have carried out the minimum number of Inspections during that Booking Period and accordingly:

5.3.1.     Shepper will be entitled to charge and the Customer shall pay the full Inspection Fees for the minimum number of Inspections;

5.3.2.     the minimum number of Inspections will be deemed to have been carried out by Shepper for the purpose of the Service Levels.

6.        FEES AND PAYMENT

6.1.     In consideration for the provision of the Service, the Customer shall pay Shepper the Fees, and any additional amounts payable by the Customer under the Contract, in accordance with this clause 6.

6.2.     All amounts payable by the Customer exclude value added tax (“VAT”), which the Customer shall additionally pay to Shepper at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3.     Shepper shall submit invoices for the amounts payable plus VAT (if applicable) to the Customer monthly in arrears. Each invoice shall include all reasonable supporting information required by the Customer.

6.4.     The Customer shall pay each invoice due and submitted to it by Shepper within 14 days of receipt to a bank account nominated in writing by Shepper.

6.5.     If the Customer fails to make any payment due to Shepper under the Contract by the due date for payment, then, without limiting Shepper’s remedies under clause 14:

6.5.1.     the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

6.5.2.     Shepper may suspend all Service until payment has been made in full.

6.6.     All amounts due under the Contract from the Customer to Shepper shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.        CHANGE REQUEST

7.1.     If the Customer wishes to change the scope or execution of the Service either (i) as a whole, or (ii) in respect of a particular Booking, the Customer shall submit details of the requested change to Shepper in writing.

7.2.     Where a written request for such a change is received by Shepper, Shepper shall, within a reasonable time after receipt of such request, notify the Customer in writing of:

7.2.1.     he likely time frame required to implement the requested change;

7.2.2.     any variations of the Fees arising from the requested change;

7.2.3.     the likely effect of the requested change on any agree timescales;

7.2.4.     the likely effect of the requested change on the Service Levels; and

7.2.5.     any other impact of the requested change on the Contract or on the particular Booking (as applicable).

7.3.     The Customer shall notify Shepper in writing either that it accepts or rejects the requested change on the terms notified by Shepper within a reasonable time after receipt of such notification.

7.4.     The parties acknowledge and agree that there shall be no change to the scope or execution of the Service either (i) as a whole, or (ii) in respect of a particular Booking, unless both parties accept the requested change.

7.5.     Where both parties accept the requested change, the requested change shall take place in accordance with the likely time frame required to implement the requested change set out in clause 7.2.1.

8.        CANCELLATIONS

8.1.     Shepper may cancel the Booking at any time if (i) the Customer breaches any of the terms of the Contract; or (ii) Shepper has any other valid reason to do so.

8.2.     The Customer may cancel the Booking or amend the date for the Inspection by using the booking procedure agreed in the Term Sheet or by emailing support@shepper.com at least 24 hours’ prior to the Inspection Time.

8.3.     There will be no Fee payable for a Booking cancelled by the Customer 24 hours or more before the Inspection Time and such Booking will not count towards the Minimum Bookings or be included in the number of Inspections undertaken by Shepper for the purpose of the Service Levels.

8.4.     If the Customer cancels a Booking with less than 24 hours’ notice:

8.4.1.     Shepper will be entitled to charge and the Customer shall pay the full Inspection Fee for the cancelled Booking;

8.4.2.     the Booking will count towards the Minimum Bookings and will be included in the number of Inspections undertaken by Shepper for the purpose of the Service Levels.

9.        DISCLAIMER

9.1.     While Shepper shall use all reasonable efforts to ensure that all material issues concerning the Asset that are apparent based on a visual inspection are recorded in the Inspection Report, Customer acknowledges and agrees that the Inspection Report is intended to be a general overview and that Shepper shall not be liable for any errors or omissions in the Inspection Report.

9.2.     Except as expressly set out in the Contract, Shepper gives no warranties and makes no representations in relation to the Service and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

10.        LIABILITY

10.1.     Shepper does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by Shepper’s negligence or the negligence of Shepper’s employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

10.2.     Subject to clause 10.1, Shepper’s liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract or in respect of an Inspection is limited as follows:

10.2.1.     in respect of loss of or damage to physical or real property, including the Asset, directly caused by the Shepherd when carrying out an Inspection and which is covered by Shepper’s public liability insurance, £1,000,000 per claim or series of claims resulting from or attributable to a single source or the same original, repeated or continuing cause;

10.2.2.     for any other loss or damage relating to the Service, an amount equal to the Fees paid for the relevant Inspection.

10.3.     Subject to clause 10.1, Shepper will not in any event be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract or in respect of an Inspection for any:

10.3.1.     loss or damage which was not reasonably foreseeable at the time of the Booking, regardless as to how such loss or damage was caused;

10.3.2.     loss of profits, sales, business, or revenue;

10.3.3.     business interruption;

10.3.4.     loss of anticipated savings;

10.3.5.     loss of business opportunity, goodwill or reputation; or

10.3.6.     indirect or consequential loss or damage.

11.        PRIVACY

11.1.     Shepper uses and processes the Customer registration data and other personal information Shepper collects about the Customer in accordance with Shepper’s Privacy Policy as in force from time to time, which can be accessed at www.shepper.com/privacy.

11.2.     If, in the course of provision of the Service, Shepper processes any personal data as processor on behalf of the Customer, the provisions of the Data Processing Addendum shall apply.

12.        CONFIDENTIALITY

12.1.     The parties will protect each other’s confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”) from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.

12.2.     The Customer and Shepper may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.

13.        INTELLECTUAL PROPERTY RIGHTS

13.1.     Shepper and its licensors shall retain ownership of all the Shepper IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

13.2.     Shepper grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Shepper IPRs for the purpose of receiving and using the Service and the Inspection Reports in the Customer’s business during the term of the Contract.

13.3.     The Customer grants Shepper a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Service to the Customer in accordance with the Contract.

14.        TERMINATION

14.1.     Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

14.1.1.     the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

14.1.2.     the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.1.3.     the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

14.2.     Without affecting any other right or remedy available to it, Shepper may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

14.3.     On termination of the Contract for whatever reason:

14.3.1.     the Customer shall immediately pay to Shepper all of Shepper’s outstanding unpaid invoices and interest and, in respect of Service supplied but for which no invoice has been submitted, Shepper may submit an invoice, which shall be payable immediately on receipt;

14.3.2.     any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and

14.3.3.     termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.        GENERAL

15.1.     Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract and in making a Booking it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.2.     Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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

15.3.1.     A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.4.     Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

15.5.     Assignment and other dealings: The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Shepper’s prior written consent. Shepper may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

15.6.     No partnership or agency:  Nothing in the Contract constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

15.7.     Severance. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

15.8.     Notices. Any notice required or authorised to be given under the Contract shall be in writing and may be served by personal delivery; by recorded delivery post; or by email. Notices shall be deemed served: in the case of a notice delivered personally, at the time of delivery; in the case of a notice sent by recorded delivery post, on the second Business Day following the day of posting; in the case of a notice sent by email, one hour after transmission, or if not sent on a Business Day, on the next Business Day.

15.9.     Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.10.     Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

15.11.     Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

Data Processing Addendum
1.        DEFINITIONS

1.1.        In this Data Processing Addendum:

1.1.1.     Terms such as “process/processing”, “data subject”, “processor”, “controller”, “personal data”, “personal data breach” and “data protection impact assessment” shall have the same meaning ascribed to them in Data Protection Laws;

1.1.2.     “Authorised Sub-processors” means (a) those Sub-processors (if any) set out in the Annex to this Data Processing Addendum (Authorised Sub-processors); and (b) any additional Sub-processors consented to in writing by the Controller in accordance with section 6.1;

1.1.3.     “EEA” means the UK or the European Economic Area;

1.1.4.     “GDPR” means Regulation (EU) 2016/679 (General Data Protection Regulation);

1.1.5.     “Sub-processor” means any data processor (including an affiliate of Shepper) appointed by Shepper to process personal data on behalf of the Controller.

2.        APPLICATION

2.1.        This Data Processing Addendum shall apply where, in the course of providing the Service, Shepper processes any Personal Data as processor on the Customer’s behalf.

  1. SCOPE

3.1.        The subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects are set out in the Annex to this Data Processing Addendum.

3.2.        The Customer warrants that it has all necessary rights to provide the Personal Data to Shepper for the purposes of the performance of the Service.

4.        CONFIDENTIALITY

4.1.        Shepper shall treat all Personal Data as strictly confidential and shall inform all its employees, agents, contractors and/or Authorized Sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.

4.2.        Shepper shall take reasonable steps to ensure the reliability of any employee, agent, contractor and Authorized Sub-processor who may have access to the Personal Data, ensuring in each case that access is limited to those persons or parties who need to access the relevant Personal Data, as necessary for the purposes of the performance of this Agreement in the context of that person’s or party’s duties to Shepper.

4.3.        Shepper shall ensure that all such persons or parties involved in the processing of Personal Data:

4.3.1.     are subject to confidentiality undertakings or are under an appropriate statutory obligation of confidentiality; and

4.3.2.     have undergone adequate training in the use, care, protection and handling of Personal Data.

5.        SECURITY

5.1.        Shepper shall implement appropriate technical and organisational measures to ensure a level of security of the Personal Data appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed, and shall take all measures required pursuant to Article 32 GDPR.

6.        SUB-PROCESSING

6.1.        Subject to section 6.3, the Customer provides its general authorisation to Shepper to engage any Sub-processor selected by Shepper.

6.2.        As at the date of this Data Processing Addendum, Shepper has engaged those Sub-processors set out in the Annex to this Data Processing Addendum (Authorised Sub-processors). Shepper shall give the Customer not less than thirty (30) days’ prior written notice of any intended change concerning the addition or replacement of a Sub-processor, thereby giving the Customer the opportunity to object to such changes.  Each such notice shall include details of the processing activities to be undertaken by the additional or replacement Sub-processor and the identity and location of the Sub-processor.

6.3.        With respect to each Sub-processor, Shepper shall:

6.3.1.     carry out adequate due diligence on each Sub-processor to ensure that it is capable of providing the level of protection for the Personal Data as is required by this Data Processing Addendum including without limitation sufficient guarantees to implement appropriate technical and organisational measures in such a manner that Processing will meet the requirements of Data Protection Laws and this Data Processing Addendum;

6.3.2.     include terms in the contract between Shepper and each Sub-processor which are equivalent to those set out in this Data Processing Addendum, and shall supervise compliance thereof;

6.3.3.     remain fully liable to the Customer for any failure by each Sub-processor to fulfil its obligations in relation to the Processing of any Personal Data.

7.        DATA SUBJECT RIGHTS

7.1.        Shepper shall without undue delay notify the Customer if it receives a request from a data subject under any Data Protection Laws in respect of Personal Data, including requests by a data subject to exercise rights in Chapter III of GDPR, and shall provide full details of that request.

7.2.        Shepper shall co operate as reasonably requested by the Customer to enable the Customer to comply with any exercise of rights by a data subject under any Data Protection Laws in respect of Personal Data and to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of Personal Data or this Agreement.

8.        INCIDENT MANAGEMENT

8.1.        In the case of a Personal Data Breach, Shepper shall without undue delay notify the Personal Data Breach to the Customer providing the Customer with sufficient information which allows the Customer to meet any obligations to report a Personal Data Breach under Data Protection Laws.

9.        DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

9.1.        Shepper shall, at the Customer’s request, provide reasonable assistance to the Customer with any data protection impact assessments which are required under Article 35 GDPR and with any prior consultations to any Supervisory Authority of the Customer or any of its affiliates which are required under Article 36 GDPR, in each case in relation to processing of Personal Data by Shepper on behalf of the Customer and taking into account the nature of the processing and information available to Shepper.

10.        DELETION OR RETURN OF CONTROLLER PERSONAL DATA

10.1.      Shepper shall promptly and in any event within 90 (ninety) calendar days of the earlier of: (i) cessation of processing of Personal Data by Shepper; or (ii) termination of this Agreement, at the choice of the Customer either:

10.1.1.  return a complete copy of all Personal Data to the Customer by secure file transfer in such format as notified by the Customer to Shepper and securely wipe all other copies of Personal Data processed by Shepper or any Authorised Sub-processor; or

10.1.2.  securely wipe all copies of Personal Data processed by Shepper or any Authorised Sub-processor,

and in each case provide written certification to the Customer that it has complied fully with this section 10.

11.        AUDIT RIGHTS

11.1.      Shepper shall make available to the Customer on request all information necessary to demonstrate compliance with this Data Processing Addendum and Data Protection Laws and allow for and contribute to audits, including inspections by the Customer or an independent auditor mandated by the Customer of any premises where the processing of Personal Data takes place.

11.2.      Shepper shall permit the Customer or an independent auditor mandated by the Customer during normal working hours and on reasonable prior notice to inspect, audit and copy any relevant records, processes and systems in order that the Customer may satisfy itself that the provisions of Data Protection Laws and this Data Processing Addendum are being complied with.

11.3.      Shepper shall provide reasonable co operation to the Customer in respect of any such audit and shall at the request of the Customer, provide the Customer with evidence of compliance with its obligations under this Data Processing Addendum and Data Protection Laws.

12.        INTERNATIONAL TRANSFERS

12.1.      Shepper shall not (permanently or temporarily) process the Personal Data nor permit any Authorised Sub-processor to (permanently or temporarily) process the Personal Data in a country outside of the UK or the EEA without an adequate level of protection unless Shepper provides appropriate safeguards (such as entering into (or procuring that any relevant Sub-processor of Shepper enters into) an agreement with the Customer on Standard Contractual Clauses (as adopted by the European Commission)), and on condition that enforceable data subject rights and effective legal remedies for data subjects are available in accordance with Article 46 GDPR.

13.        COSTS

13.1.      Shepper shall be entitled to charge the Customer reasonable costs based on its standard billing rates for providing any support or carrying out requests made under this Data Processing Agreement.