1. THE ENGAGEMENT
1.1. The Engagement Terms – In these terms of business:
1.1.1. “the Client” means the person or party specified in the acknowledgment of assignment correspondence issued by CT MTS in relation to its engagement by the Client or with whom CT MTS has otherwise contracted to provide its services (the "Engagement”) in respect of the relevant matter, incident, loss or accident (the “Matter”).
1.1.2. “CT MTS” means Charles Taylor Adjusting Limited and any of its divisions or affiliates trading as Charles Taylor – Marine Technical Services, including, but not limited to, CMC Marine Pte Limited, CMC Marine Ltd FZE, Laboratorio Chimico Cosulich SRL, LAD (Aviation) Inc, RJA Ltd, instructed by, or on behalf of, the Client, including any CT MTS personnel (as defined in clause 6.5) involved in the Engagement.
Unless otherwise agreed, these terms of business supersede any other agreement or arrangement (whether written or oral) previously agreed between CT MTS and the Client in relation to the Matter. In the case of a conflict between these terms of business and any other terms agreed with the Client, these terms of business will prevail.
1.2. The CT MTS Team – CT MTS will make reasonable efforts to ensure that those of its personnel notified to the Client are available to work for the Client on the Engagement. CT MTS will endeavour to give the Client reasonable notice of any necessary change in such personnel and provide details of their proposed replacements.
1.3. Timetable – CT MTS will make reasonable efforts to adhere to any timetable agreed in writing with the Client. In the event that the Client has agreed a fixed price for CT MTS’s services over a fixed period and the time taken to provide such services exceeds that fixed period due to circumstances beyond CT MTS’s control, CT MTS will be entitled to charge its standard daily rates for days worked after that fixed period in order to complete the Engagement. For the avoidance of doubt, time is not of the essence to CT MTS' performance of the Engagement, unless CT MTS has expressly agreed otherwise in writing.
1.4. Reporting – CT MTS will report to the Client with appropriate information on the progress of the Engagement as regularly as may be appropriate for the Engagement or as otherwise agreed with the Client. CT MTS will send its reports to the Client at the address notified to CT MTS by the Client from time to time or, where clause 1.5 applies, to the relevant broker or other third party. For the purposes of these terms of business, a “report” means any report, advice or written statement supplied by CT MTS in the course of the Engagement. CT MTS may submit to the Client various types of reports throughout and following completion of the Engagement, including preliminary, survey, and addendum reports. However, the Client should rely only on information contained in written report(s) specifically identified as 'FINAL REPORT". The final report(s) should be considered a snapshot in time, good for only the day that it is done. CT MTS is not responsible for updating reports for events that take place after issuance of the final report(s). CT MTS has the right to issue amended reports if presented with additional or conflicting information or if errors have been discovered in existing reports as can occasionally occur during the normal course of business. Reports provided by CT MTS do not constitute any expressed or implied recommendations to the Client.
1.5. Instructions via third parties – Unless otherwise instructed by the Client, where CT MTS is instructed by a broker or other third party on behalf of the Client, CT MTS shall be entitled to accept and rely on instructions from such broker or third party as if those instructions were given by the Client and the Client hereby expressly authorises CT MTS to liaise and share information (including any of its reports relating to the Matter) with any such broker or third party. For the avoidance of doubt, where CT MTS provides a report to a broker or third party pursuant to this clause, it shall be deemed to have provided such report to the Client.
1.6. CT MTS Sub-Contractors – The Client agrees that CT MTS may engage or use contractors, sub-contractors or other persons to provide the services for which it has been engaged by the Client.
1.7. Third Party Experts – From time to time third party technicians (such as external or consultant surveyors), professional advisers or other experts (such as fire experts or metallurgists) in connection with the Engagement (a “Third Party Expert”). Where the Client appoints a Third Party Expert, or requests CT MTS to appoint such a Third Party Expert on its behalf, the Client hereby expressly authorises CT MTS to instruct, liaise and share information with any such Third Party Expert to the extent CT MTS considers it reasonably necessary in connection with the Engagement. Where CT MTS appoints a Third Party Expert as a sub-contractor, clause 1.6 applies.
1.8. Variations to Engagement – If the Client wishes any variations to be made to the Engagement it must notify CT MTS in writing as soon as possible. CT MTS shall endeavour to make any requested changes and any additional costs thereby incurred shall be due to and invoiced to the Client. If, due to circumstances beyond CT MTS’ control, it has to make any change in the arrangements relating to the Engagement it shall notify the Client forthwith. CT MTS shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
2. THE CLIENT’S RESPONSIBILITIES
2.1. Support – If CT MTS is required to work at / with the Client’s or any third party premises, vessels, work sites, goods, installations and transport, the Client will obtain all consents and / or approvals required for CT MTS personnel to access such premises or vessels, goods, installations and transport and shall ensure that CT MTS’ personnel are provided with such facilities and equipment as are reasonably necessary to enable them to perform the Engagement efficiently and in safety.
2.2. Information – The Client will give CT MTS all information, instructions and assistance reasonably necessary to enable CT MTS to perform the Engagement and the Client will ensure that its appropriate personnel are available to CT MTS for such purposes. The Client hereby acknowledges that CT MTS will rely on such information, instructions and assistance when performing the Engagement and that CT MTS’ ability to perform its services efficiently and effectively depends on this. The Client agrees to inform CT MTS if the Engagement involves, or is reasonably likely to involve, litigation.
2.3. Payment – The Client will pay CT MTS’ fees, disbursements, expenses and applicable local taxes including value added tax (VAT) where appropriate (hereinafter "applicable taxes") in respect of the Engagement in accordance with clause 3 below or as otherwise agreed with the Client.
3. FEES AND PAYMENT
3.1. Method of Calculation – Unless otherwise agreed in writing, CT MTS’ fees will be charged to the Client on a time basis at the applicable hourly rates plus applicable taxes for all CT MTS personnel working on the Engagement. Such fees may include, without limitation, time spent by such CT MTS personnel in connection with the Engagement on travelling, attending meetings and interviews, research, investigation and forensics, working on and preparing reports and associated papers, correspondence and telephone calls. Unless agreed in writing or CT MTS appoints a Third Party Expert as a sub-contractor to which clause 1.6 applies, CT MTS’ fees will exclude any fees payable by the Client for Third Party Experts. All fees for such Third Party Experts will be payable directly by the Client to the relevant Third Party Expert. Upon receipt of an invoice, the Client agrees to pay all disbursements and expenses incurred by CT MTS (including all disbursements and expenses for sub-contractors) in connection with the Engagement.
3.2. Disbursements – CT MTS’ fees will exclude any fees payable by the Client for any Third Party Experts which the Client agrees will, unless otherwise agreed, be payable directly by the Client to the relevant Third Party Expert. Upon receipt of an invoice, the Client agrees to pay all disbursements and expenses incurred by CT MTS in connection with the Engagement including charges for travel, subsistence, accommodation and out of office or on site expenses such as telephone calls and photocopying on an at cost plus applicable taxes basis. In addition, CT MTS shall be entitled to recover from the Client its reasonable incidental expenses in connection with the Engagement.
3.3. Estimates – Any estimate of fees or of the time likely to be involved in performing the Engagement will be given by CT MTS in good faith to the Client for planning or other purposes only and the estimate will not be contractually binding on either party.
3.4. Taxes including VAT – Insofar as any fees, disbursements and expenses are liable to any applicable taxes which CT MTS may be liable under applicable local law to pay or collect in respect of the Engagement, the Client agrees to pay all such taxes and reimburse CT MTS accordingly upon receipt of CT MTS' invoice in respect of such taxes.
3.5. Fee Changes – CT MTS may vary its hourly rates as applicable from time to time including, without limitation, in the event of promotion of CT MTS personnel or as a result of any periodic review of such rates by CT MTS.
3.6. Billing – Unless otherwise agreed, CT MTS normally renders interim invoices on a monthly basis and a final invoice on completion of the Engagement. Each invoice will attach details of the work undertaken and copies of any other invoices for significant disbursements and expenses described in clause 3.2 above. Notwithstanding the foregoing, CT MTS reserves the right to issue interim invoices on a more frequent or some other basis for work performed to date. Unless otherwise agreed, all CT MTS' invoices will be addressed to the Client.
3.7. Payment – All CT MTS' invoices (whether interim or final) are due for payment in full on receipt by the Client as stipulated on the invoice and the Client is liable for their payment to CT MTS. If payment in full is not received by CT MTS within 30 (thirty) days of the Client’s receipt of an invoice, CT MTS will have the right, in addition to any statutory rights available to it (including the right to charge statutory interest at 8% above the current base rate of the Bank of England in terms of the Late Payments of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2013), to suspend the provision of its services and / or to terminate its Engagement in accordance with clause 4.3.1 below and / or to exercise a lien in accordance with clause 4.4.2 below, regardless of whether the Engagement has been terminated or not. CT MTS may require part or full payment up front as a condition of commencing the Engagement.
If arrangements are made for a third party to pay any of CT MTS’ fees or disbursements, the Client shall remain primarily responsible for the payment of any remaining fees or disbursements and any charges that CT MTS may incur to the extent that the third party does not pay CT MTS’ invoice in full, or CT MTS is unable to accept payment from it.
3.8. Disputed Invoices - The Client must notify CT MTS within 7 (seven) days of any invoice dispute, giving full reasons for the disputed portion, and paying the undisputed part as above. The parties shall endeavor to informally resolve the disputed portion without delay.
4.1. Duration – The Engagement will terminate when all amounts invoiced to the Client in connection with CT MTS' Engagement have been received by CT MTS, unless the Engagement is terminated earlier in accordance with clause 4.2 or 4.3 below.
4.2. The Client’s Right to Terminate – The Client may terminate the Engagement at any time by giving not less than 30 (thirty) days’ notice in writing to CT MTS.
4.3. CT MTS’ Right to Terminate – CT MTS may terminate the Engagement immediately by giving written notice to the Client if:–
4.3.1. the Client fails to pay any of CT MTS’ invoices when due or fails to advance to CT MTS any funds requested by CT MTS in accordance with clause 3.4 above;
4.3.2. the Client is unable to pay its debts or has a receiver, administrator or liquidator appointed;
4.3.3. any conflict of interest arises in accordance with clause 5 below;
4.3.4. CT MTS is prohibited from performing the Engagement due to applicable laws and regulations, including sanctions; or
4.3.5. the Client is in breach of any of these terms of business and having received written notice from CT MTS to such effect requiring the Client to remedy such breach within the time reasonably specified in such notice, the Client has failed to remedy such breach in such time.
4.4. Costs and Lien – On termination of the Engagement for any reason:
4.4.1. the Client shall pay to CT MTS forthwith all fees, disbursements and expenses due to CT MTS up to and including the day of termination incurred in connection with the Engagement upon delivery of CT MTS' invoice to the Client; and
4.4.2. until CT MTS has received payment in full for such invoice, CT MTS shall have a lien over and be entitled to retain all the Client's money, records, documents, deeds, storage media, books, papers and any other information in hard copy or stored electronically in CT MTS' possession relating to the Matter and the Engagement or otherwise in CT MTS' control.
5. CONFLICTS OF INTEREST
5.1. Possible Termination – In circumstances where there is or may be a conflict of interest between CT MTS and another party involved in the Matter, CT MTS may be precluded from acting or may have to cease acting for the Client unless all parties involved in the Matter agree in writing that CT MTS shall continue acting in connection with the Matter. CT MTS will make every reasonable effort to identify any such conflict and advise the Client accordingly prior to accepting an Engagement or if identified subsequently, then immediately. In the event that CT MTS subsequently discovers a conflict and is obliged to withdraw from acting for the Client, CT MTS shall be entitled to invoice the Client and be paid in full by the Client for any fees, disbursements, expenses and applicable taxes incurred in the Engagement prior to such withdrawal. In the event that such conflict arises in respect of a Client (re)insured and a Client (re)insurer CT MTS will offer to continue acting for the Client (re)insurer who will become solely responsible for payment of such prior fees, disbursements, expenses and applicable taxes.
5.2. Acting for Other Clients – CT MTS will not be prevented or restricted by anything contained in these terms of business from acting for other clients in connection with the Matter, unless otherwise agreed in writing with the Client.
6. LIMITATION OF LIABILITY
6.1. Skill and Care – CT MTS will exercise reasonable care and skill in the performance of the Engagement in accordance with good marine surveying and consulting practice. All other such warranties and representations, whether express or implied by law, are excluded to the extent permitted by law.
6.2. Limit of Liability – CT MTS' liability to the Client in respect of any claim for breach of contract, negligence, breach of trust or statutory duty or any other claim made against CT MTS or its personnel in connection with the Engagement is limited as follows:
6.2.1. in respect of any claim for personal injury or death caused by CT MTS’ negligence, no limit shall apply;
6.2.2. in respect of any claim which results from any fraudulent act (including theft or conversion) by CT MTS, no limit shall apply;
6.2.3. in respect of any other claim, CT MTS’ total liability in respect of all liability arising in connection with the Engagement shall be limited in the aggregate to the lesser of £1,000,000 (One Million Pounds) or the value of CT MTS' fees excluding disbursements, expenses and applicable taxes incurred in respect of the Engagement, and
6.2.4. in any claim made against CT MTS where parties other than CT MTS also share liability for such claim, CT MTS' liability for such claim shall be limited to that proportion of any loss or damage so claimed for which it would be just and equitable for CT MTS to contribute having regard to the extent of CT MTS’ factual responsibility for such loss or damage, on the basis that those parties shall be deemed to have provided an undertaking in terms no less onerous than this clause.
6.3.1. any indirect or consequential loss or damage including, without limitation, loss of profits, loss of revenue, loss of opportunity and loss of contracts;
6.3.2. any claim for breach of contract, negligence, breach of trust or statutory duty or other claim in respect of any delay or failure by CT MTS to perform any of its obligations under these terms of business or the Engagement where such failure results directly or indirectly from any negligent or wilful act of the Client or a third party;
6.3.3. any loss or damage arising from CT MTS' reliance on any information, instruction or assistance given by the Client or resulting from the Client’s failure to give any relevant information, instructions or assistance in connection with the Engagement;
6.3.4. any loss or damage arising from the Client's reliance on CT MTS’ reports at a later date than that stated on the final report;
6.3.5. any and all claims the Client may have against CT MTS in respect of which proceedings are not brought within 12 (twelve) months of the date when the Client's cause of action arose.
6.4. Liability for Third Party Experts – CT MTS will have no liability to the Client or any third party either for the instructing or performance of, or any opinions, statements, acts or omissions of, any Third Party Expert, nor in respect of its own opinions, statements, acts or omissions insofar as these depend upon, are based upon, are derived from or are a consequence of opinions, statements, acts or omissions of any such Third Party Expert. Further, CT MTS makes no representation or recommendation to the Client as to any Third Party Expert’s experience, suitability or competence.
6.5. Liability of CT MTS Personnel – The Client acknowledges that CT MTS has an interest in limiting the liability of all its personnel involved in the Engagement. Accordingly, the Client agrees not to bring any claim of any kind in connection with the Engagement against any individual employee of CT MTS, any person seconded to CT MTS or any agent, correspondent, subcontractor or self-employed consultant engaged by CT MTS (together "personnel").
6.6. Force Majeure – Neither CT MTS nor the Client will be liable to the other for their failure to fulfil their respective obligations under these terms of business or the Engagement caused by circumstances outside their reasonable control.
6.7. Reasonableness – The Client agrees that the foregoing limitations and exclusions of CT MTS' potential liability are reasonable based on:-
6.7.1. the amount of any likely liability to the Client if a breach by CT MTS occurs
6.7.2. the current and future availability and cost to CT MTS of professional indemnity insurance
6.7.3. the amount of fees payable to CT MTS, and
6.7.4. the level of risk assumed by CT MTS in connection with its obligations
in connection with the Engagement. Should any limitation or provision contained in this clause 6 be held to be invalid under any applicable statute or rule of law, it shall only to that extent be deemed omitted from the terms of business and all other limitations and provisions of such terms shall remain in force.
6.8. Claims – If a claim is made against the Client as a result of, or in connection with, a liability incurred to, or a dispute with, any third party, CT MTS will give the Client all reasonable facilities and co-operation to investigate such claim and will provide the Client with such information and assistance as the Client may reasonably require in connection with such claim, liability or dispute.
6.9. Indemnity – Unless the subject matter of the indemnity provided for by this clause 6.9 has been caused by CT MTS’ breach of these terms of business, the Client undertakes to indemnify CT MTS and keep it indemnified fully at all times against all liability that may arise from time to time, and against all claims, demands, actions, proceedings, damages, losses, costs and expenses which are made, brought or claimed against or incurred by CT MTS in connection with the Engagement.
7.1. Compliance with Applicable Laws – Both parties will comply with all legal and regulatory requirements applicable to them and/or their activities in the jurisdictions in which they operate, including without limitation, any laws or regulations relating to data protection, data privacy, financial crime, bribery and corruption, sanctions and anti-trust. Further, both parties shall maintain adequate policies and procedures to prevent breaches of any such applicable laws or regulations by their employees, representatives and agents. The Client warrants to CT MTS that it has obtained and will maintain throughout the Engagement, all requisite legal, regulatory or other authorisations and approvals to operate in the relevant territory (including via CT MTS) and to appoint CT MTS to perform the services pursuant to the Engagement and that such appointment is compliant with all Applicable Laws.
7.2. The Client acknowledges that CT MTS is an ultimate subsidiary of a US parent company. Consequently, CT MTS is subject to US (OFAC), UK (HMT), EU and UN sanctions lists.
CT MTS has a responsibility to ensure that the Client meets its corporate standards in respect of international sanctions.
The Client represents and warrants that:
in appointing CT MTS to perform the services pursuant to the Engagement, it will not do anything which does or may place CT MTS in breach of any sanctions that are or may be applicable to CT MTS.
it is not on the U.S. Government’s List of Specially Designated Nationals and Blocked Persons (“SDN List”) or owned 50% or more in the aggregate or individually by persons or entities on the SDN List.
The Client shall ensure that it has appropriate systems, procedures, controls and training in place to allow it to comply with sanctions provisions and restrictions applicable to CT MTS and that its employees, agents and contractors receive adequate training on this.
CT MTS reserves the right to screen new and existing insureds, beneficiaries or payees against sanction-related lists promulgated from time to time by the US, the UK, the EU and the UN as may be required by the CT MTS’ sanctions program from time to time. The Client acknowledges that CT MTS shall have no obligation to accept any appointment that would expose CT MTS to any sanction, prohibition or restriction, and shall have the right to block, freeze or reject any instruction in order for CT MTS to meet its legal and/or internal compliance requirements. In the event that Client’s appointment is blocked, frozen or rejected, CT MTS shall promptly inform the Client of the circumstances that led to the block, freeze or rejection.
7.3. Third Parties – The terms of business set out the rights and obligations of the Client and CT MTS only. For the purpose of the Contracts (Rights of Third Parties) Act 1999, nothing in the terms of engagement other than clause 6.5 above shall confer or purport to confer any benefit or right to enforce any of the terms of business on a third party.
7.4. Confidentiality – CT MTS will keep confidential all information obtained from the Client, except insofar as CT MTS is required by law, regulation, a court of competent jurisdiction or any regulatory or governmental authority to disclose such information. This clause does not apply to documents or information which CT MTS obtains or develops independently of the Engagement or other work done for the Client, which it receives from a third party which as far as it is aware is not under a duty of confidentiality to the Client or which are already in the public domain.
7.5. Waiver and Amendment – No waiver of or amendment to any of these terms of business will be effective unless it is made or confirmed in writing and signed by both CT MTS and the Client.
7.6. Soliciting Personnel – Without CT MTS’ approval, the Client shall not, during the Engagement or within six months after its termination or expiry, offer employment to or otherwise solicit any CT MTS personnel involved in the Matter.
7.7. Record Retention – Unless the Client instructs otherwise in writing beforehand, CT MTS will be at liberty to destroy all records, files and papers including electronic records, to the extent technically and legally permissible, but excluding title deeds relating to the Matter and/or the Engagement, following expiry of 6 (six) years from the end of the Engagement.
7.8. E-mail and the Internet – CT MTS and the Client recognise that e-mail transmissions and the Internet cannot be guaranteed as a 100% secure or error-free communications medium, as information may be intercepted, corrupted, lost, destroyed, arrive late, be incomplete, or contain viruses or other malware. CT MTS monitors the contents of e-mails sent and received via its network for viruses or other malware and unauthorised use of email is controlled through access and delegation controls. E-mail messages sent to or from CT MTS’ systems are not confidential to any named individual at CT MTS and CT MTS reserves the right to read them without prior notice. CT MTS recommends that recipients should also check e-mail messages for viruses or other malware in accordance with good IT practice.
7.9. Data Protection – The handling of personal data by CT MTS and the Client shall be in accordance with Schedule 1.
7.10. Software – All software programs used by CT MTS, or made available to the Client by CT MTS, in the course of the Engagement (including any modifications, enhancements or upgrades thereto) shall remain at all times the property of CT MTS. To the extent that Client provides CT MTS with access to any of its software programs in the course of the Engagement, these shall remain at all times the property of the Client.
7.11. Complaints Procedure – If the Client has any complaint to make about CT MTS’ performance of the Engagement, the Client should first raise it with its primary CT MTS contact and, if the complaint is still not resolved to the Client’s satisfaction, with CT MTS’ Chief Executive Officer at Charles Taylor Adjusting Limited, The Minster Building, 21 Mincing Lane, London EC3R 7AG, United Kingdom (e-mail: firstname.lastname@example.org) who will investigate the complaint and seek to resolve it with the Client.
7.12. Governing Law and Jurisdiction – These terms of business (and any non-contractual obligations arising out of or in connection with them) will be governed by and interpreted in accordance with the laws of England and Wales and the parties to such terms agree that any unresolved dispute or difference arising in connection with these terms of business (and any non-contractual obligations arising out of or in connection with them) will be subject to the exclusive jurisdiction of the Courts of England and Wales.
© Charles Taylor Adjusting Limited 2021 Registered Office: The Minster Building 21 Mincing Lane
London EC3R 7AG United Kingdom
Telephone +44 20 7623 1819
Facsimile +44 20 7623 1817
Registered in England under # 01994696
Processing of Personal Data
1. Definitions and interpretation
1.1. “Data Protection Legislation” means all applicable data protection and privacy laws, legislations and regulations relating to the processing of personal data and privacy in force applying to CT MTS and the Client or as amended, re-enacted, replaced or superseded from time to time, including where applicable, the mandatory guidance and mandatory codes of practice issued by the relevant national data protection authorities in the jurisdictions in which they operate.
1.2. “Data Subject” means the individual to whom the Personal Data relates.
1.3. “Notifiable” means where, in the opinion of CT MTS acting reasonably, a security breach is sufficiently serious to merit notification to either the Data Subject or the Regulator.
1.4. “Personal Data” means any information relating to an identified or identifiable Data Subject. An identifiable Data Subject is one who can be identified, directly or indirectly (including in combination with other information), including whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.
1.5. “Process” or “Processing” means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction.
1.6. “Regulator” means a “supervisory authority” as defined under applicable Data Protection Legislation.
1.7. “Sub-processor” means any third party appointed by or on behalf of CT MTS to Process Personal Data on behalf of the Client in connection with the Engagement.
1.8. “Security Breach” means any notifiable loss, unauthorised or unlawful destruction, alteration, or unauthorised disclosure of, or access to the Personal Data (accidental or otherwise) and/or any other notifiable irregularity in processing the Personal Data.
2. Obligations of the Client
2.1. The Client warrants that, at the point of provision of the Personal Data under this Schedule it has all the necessary consents and legal bases for processing in respect of all Data Subjects whose Personal Data will be processed by CT MTS under this Schedule.
2.2. The Client further warrants that it has, where necessary, provided information to all relevant Data Subjects as to how their Personal Data is to be processed.
2.3. The Data Controller shall immediately (and, in any event, without undue delay) notify the Data Processor in the event that it becomes aware of any issues relating to the accuracy of the Personal Data.
2.4. The Client indemnifies CT MTS in respect of any and all claims, complaints and/or regulatory intervention arising as a result of any breach in respect of 2.1 to 2.3 above or the Data Protection Legislation on the part of the Client.
3. Obligations of CT MTS
3.1. CT MTS shall:
3.1.1. comply with all applicable Data Protection Legislation in relation to the Processing of Personal Data; and, where acting as a data processor, clauses 3.1.2 to 12 below shall apply.
3.1.2. not Process Personal Data other than on the relevant Client’s documented instructions unless Processing is required by applicable laws, in which case CT MTS shall to the extent permitted by applicable laws inform the Client of that legal requirement before the relevant Processing of that Personal Data.
3.1.3. ensure that all persons authorised by CT MTS to process the Personal Data have been informed of the confidential nature of the Personal Data provided and are contractually committed to comply with the obligations of confidentiality of CT MTS or are otherwise under a statutory obligation of confidentiality under applicable law.
3.1.4. maintain and provide to the Client on demand records of all Data Processing activities undertaken under this Schedule.
4.1. CT MTS shall not sub-contract without the prior specific written authorisation of the Client. Such written instructions shall include a requirement that the sub-contractor shall be instructed pursuant to a contract containing equivalent data protection obligations as provided for in this Schedule.
4.2. The Client grants CT MTS a general authorisation to engage sub-processors for the purposes of providing local assistance to CT MTS in the management of claims. Any sub- processor engaged pursuant to this general authorisation will be subject to a contract providing equivalent data protection obligations as provided for in this Schedule.
5.1. 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, CT MTS and the Client shall implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in applicable Data Protection Legislation.
6. Data Subject Rights
6.1. Taking into account the nature of the Processing, CT MTS shall assist the Client by implementing appropriate technical and organisational measures, to enable the Client to respond to requests to exercise Data Subject rights under the Data Protection Legislation.
6.2. CT MTS shall:
6.2.1. promptly notify Client if it receives a request from a Data Subject under the Data Protection Legislation in respect of Personal Data; and
6.2.2. not respond to that request except on the documented instructions of the Client.
7. Enquiries from a Regulatory Body
7.1. CT MTS will fully co-operate with and promptly respond to all enquiries from a Regulator so that the Client can respond promptly to any enquiry made in respect of the Personal Data. In the event that CT MTS is directly contacted by a Regulator in respect of its services provided to the Client, CT MTS undertakes to promptly inform the Client of all details relating to the same, unless prohibited from doing so by any applicable legal obligation.
8. Personal Data Breach
8.1. If CT MTS suspects or becomes aware of a notifiable Security Breach, it shall:
8.1.1. Without undue delay [and in any event within forty-eight (48) hours of becoming aware] notify the Data Controller;
8.1.2. Provide the Client (as soon as is possible, and in no circumstance more than 72 hours after becoming aware) with:
as soon as such information can be collected or otherwise becomes available (as well as periodic updates to this information and any other information that the Client may reasonably request relating to the Security Breach);
9. Rights of audit
9.1 CT MTS shall submit and contribute to inspections and audits undertaken by the Client, any agent appointed by the Client and/or any Governmental or supervisory body in relation to its data processing activities. This includes providing access (subject to the appropriate security controls) to any premises (on reasonable notice (except in the case of an emergency or crisis situation in which case CT MTS must provide immediate access) and during normal working hours) under its control where processing under this Schedule is undertaken.
10.1. CT MTS shall notify the Client immediately upon it becoming aware that it is or is likely to become unable to comply with either its obligations under this Schedule or Data Protection Legislation, and/or the Client’s requirements or instructions (whether specific or general) regarding the processing of the Personal Data.
11. Deletion or return of Personal Data
11.1. Upon termination of the Agreement, CT MTS shall return all Personal Data obtained pursuant to this Schedule to the Client save for one complete copy of the Personal Data which CT MTS shall be entitled to retain subject to clauses 11.2 to 11.5 below, unless CT MTS is authorised to retain the Personal Data by law.
11.2. The Personal Data retained by CT MTS post termination of this Agreement shall be retained on an archived basis only and shall not be held as an active record. The data shall be encrypted with strictly limited access to the information.
11.3. The Personal Data retained by CT MTS post termination of this Agreement shall not be processed by CT MTS (other than continued archive retention) unless CT MTS becomes aware that it is, or is to be, subject to a claim or any other action resultant upon its processing operations under this Agreement.
11.4. In the event that further processing pursuant to 11.3 above is required, CT MTS will be entitled to process the Personal Data solely for the purposes of defending itself against any claim or complaint brought.
11.5. CT MTS undertakes to permanently delete any retained Personal Data upon the expiry of a term of 7 years commencing on the date of the last activity undertaken in relation to that Personal Data, unless any applicable legal obligation upon CT MTS means that retention of a copy of said data is necessary.
12. International Transfer of Personal Data
12.1. It is acknowledged by both the Client and CT MTS that there may be occasions where Personal Data (including Special Categories of Personal Data) will be required to be transferred outside of its country of origin in order to perform the Engagement. Where such a transfer is required, it is conditional upon CT MTS and/or the Client taking such steps to ensure there is adequate protection for such Personal Data in accordance with applicable Data Protection Legislation, which may include CT MTS (or, where applicable, CT MTS’ affiliate, sub-processor or other relevant third party) and/or the Client entering into, with the recipient of the Personal Data, the standard contractual clauses set out in:
(i) the European Commission’s Decision 2004/915/EC of 27 December 2004 for the transfer of Personal Data to Controllers established in third countries or (ii) the European Commission’s Decision 2010/87/EU of 5 February 2010 for the transfer of Personal Data to Processors established in third countries.
DETAILS OF PROCESSING OF CLIENT PERSONAL DATA
Subject matter and duration of the Processing of Personal Data
The subject matter and duration of the Processing of the Personal Data are set out in these terms of business and this Schedule.
The nature and purpose of the Processing of Personal Data
This personal data is processed for the purposes of performing the Engagement.
The types of Personal Data to be Processed
The categories of Data Subject to whom the Personal Data relates
The obligations and rights of the Client
The obligations and rights of Client are set out in these terms of business and this Schedule.