1. THESE TERMS
These terms & conditions of business (Terms) together with the Letter of Engagement form a binding legal contract and govern the relationship between Evoke Management Limited (incorporated in England and Wales with company number 09410766, with registered office 85 Great Portland Street, London, England, W1W 7LT) (Evoke Management) and Evoke Management’s client. Evoke Management provide Services as specified in the Letter of Engagement to the client and these Terms and Conditions of Business apply to the Services supplied to the Client.
2. DEFINITIONS AND INTERPRETATION
Consultant: means an independent contractor within Evoke Management’s pool of experienced consultants. Where the Consultant provides services to Evoke Management via a personal services company, references to Consultant in these Terms include the personal services company and the individual working for that company.
Data Protection Legislation: the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (GDPR) and all applicable laws and regulations relating to the processing of personal data and privacy, and its/their successors or equivalents.
Excluded IP: pre-existing or independently developed templates and other materials, models, documents and know-how owned by the Consultant or Evoke Management, as well as all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of Evoke Management as well as its customers and/or business contacts, and any equipment, keys, hardware or software provided by Evoke Management for the Consultant’s use in providing the Services.
Letter of Engagement: means any letter issued to the Client confirming acceptance by Evoke Management to provide the Services to the Client and the details of such Services, as set out in clause 3.2.
Services means the consultancy services provided to the Client by Evoke Management via a Consultant in accordance with the Client’s instructions or the instructions of those authorised by the Client and/or any scope of work agreed between the parties and as may be more specifically set out in the Letter of Engagement and/or as otherwise agreed with the Client.
Evoke Management and the Client are referred to herein as a party or the parties.
Headings are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.
Unless the context otherwise requires, references to the singular include the plural and feminine includes masculine and vice versa.
3. BASIS OF THE CONTRACT AND SERVICES
3.1 Evoke Management will discuss the requirements with the Client and will (in conjunction with the Client) determine the appropriate Consultant to assist with delivering the Services. Evoke Management will use reasonable endeavours to ensure the suitability of its Consultants but gives no warranty as to the suitability or availability of such Consultant. It is the Client’s responsibility to satisfy itself as to such matters.
3.2 Evoke Management will provide the Client with a Letter of Engagement setting out the scope of the Services, the Consultant who will be allocated to perform the Services, the period during which the Services will be performed (including relevant days and times for the provision of the Services) and the agreed price for the Services (based on project price/agreed daily or hourly rate as applicable). Any changes or addition to the Services will be agreed between the parties in writing.
3.3 Evoke Management and the Consultant will work on the basis of information provided by the Client and/or others authorised by the Client to provide the Services. The Client must ensure that all relevant information, instructions and documents are provided to Evoke Management and the Consultant at the commencement of the Services or as soon as they are available.
3.4 The Services are performed on a business to business basis. The manner in which Evoke Management and Consultants deliver the Services is at their individual absolute discretion. Consultants are independent contractors providing consultancy services. Consultants are not and will not be subject to (or entitled to) supervision, direction and control by Evoke Management, the Client or any third party, including customers of the Client. Accordingly, nothing in these Terms will render the Evoke Management Consultant an employee, worker, agent or partner of either Evoke Management or the Client. For the avoidance of doubt, Evoke Management is not an employment business or agency, so is not providing work finding services to Consultants, nor is it acting as a recruitment agency for the Client.
3.5 The Services:
(a) are more particularly described in the Letter of Engagement, but will consist of advice provided to the Client on matters that might reasonably be considered to be the responsibility of a part time director and/or part time regional director of the Client;
(b)will not include the signing of a Companies House form AP01 (formerly 288) appointing the Consultant as a director of the Client where the Client is a limited company;
(c) will not include any functions or actions that might be interpreted as the Consultant acting as a shadow director of the Client;
(d) will be provided by the Consultant identified in the Letter of Engagement however Evoke Management will be entitled to, in accordance with clause 8.4(a) below, substitute the Consultant identified in the Letter of Engagement;
(e) will be provided at such times and at such locations as the client and the Consultant shall agree from time to time;
(f)will commence on the date set out in the Letter of Engagement and shall continue until termination of the Terms in accordance with clause 8 or as otherwise may be set out in the Letter of Engagement.
3.6 Where Services are to be performed at the Client’s premises the Client agrees to provide the Consultant and Evoke Management and its employees, agents, consultants and sub-contractors, with access to the Client’s premises and other facilities as may reasonably be required by Evoke Management and/or the Consultant.
3.7 Evoke Management will provide Services on the basis of information and instructions given to them by the Client and/or others authorised by the Client. The Client should not assume any knowledge of facts of its business on Evoke Management’s part.
3.8 The Client shall ensure that all relevant information, instructions and documents are provided to Evoke Management at the commencement of the Services or as soon as they are available. In particular, the Client shall:
(a) keep Evoke Management promptly informed of any proposals or developments in its business relevant to the Letter of Engagement or the Services;
(b) provide Evoke Management promptly with all further information and documents that appear to be relevant to the Letter of Engagement or Services; and
(c) let Evoke Management know about any relevant changes (or intended changes) to its business so that the implications of such changes on the Letter of Engagement or the Services can be assessed.
4. FEES AND INVOICING
4.1 The Client agrees to pay Evoke Management’s fees for the Services at the rate and intervals set out in the relevant Letter of Engagement. Subject to clause 4.3 below, any other changes to fee rates will be agreed in writing and will take effect from the agreed date.
4.2 The Consultant will record hours/days spent (as applicable) providing the Services and will submit such records to Evoke Management, based upon which, the Client will be invoiced.
4.3 The fees shall be reviewed on the anniversary of the Letter of Engagement each year and Evoke Management shall give the Client 30 days written notice of any increase (save for where the only increase to the fees is in line with the Retail Price Index, in which case Evoke Management shall not be obliged to notify the Client of such increase).
4.4 Expenses travelling to the Client’s premises and subsistence at the Client’s premises, as referred to in the Letter of Engagement shall be included in the invoice, unless otherwise stated in the Letter of Engagement or as may be otherwise agreed between the parties. Any other expenses incurred in the provision of the Services will be agreed with the Client in advance by the Consultant and will be charged in the Evoke Management monthly invoices.
4.5 Unless otherwise set out in the Letter of Engagement or as otherwise agreed between the parties, Evoke Management will invoice monthly with respect to Services provided to the Client. Where necessary, Evoke Management will charge VAT on its invoices at the applicable rate. All payments to Evoke Management shall be made by bank transfer by the 7th day of the month immediately following the invoice date. Evoke Management reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 on all outstanding sums.
4.6 Any payments or bank transfers that incur bank charges (including the receiving bank’s charges) are the Client’s responsibility. The Client should check what these charges are and add them to the amount the Client transfers. If the Client does not, Evoke Management reserve the right to include these charges on its invoices to the Client.
4.7 All queries about fees and expenses must be raised in writing within 7 days of the Evoke Management invoice being received, otherwise the invoice will be deemed to be accepted.
4.8 Evoke Management reserve the right to suspend and/or terminate provision of the Services should fees remain outstanding over 30 days. Evoke Management will tell the Client if it decides to suspend and/or terminate our Services in these circumstances. If Evoke Management terminates the Services for any reason, the fees and expenses incurred up to that date and remaining un-billed will then be invoiced to the Client.
5. DELIVERY OF SERVICES AND STATUS
5.1 The Client acknowledges and confirms (for itself and those working for and/or connected with the Client, including its customers) that it will not, at any time, exert supervision, direction (other than for the purpose of outlining Service deliverables or complying with its health and safety duties), or control over the manner in which the Services are provided.
5.2 The Client acknowledges that it is responsible for providing the Consultant (as a contractor) with a safe working environment during any time that the Consultant provides the Services at the Client’s premises. To comply with health and safety legislation, the Client will carry out such risk assessments and provide such comprehensive information to the Consultant as may be required to ensure that the Consultant is made aware of any particular risks arising out of the provision of the Services.
5.3 Consultants are not employees of Evoke Management nor of the Client, so the Consultant will be responsible for the payment of all employment taxes and national insurance contributions (where relevant) with respect to the Consultant. In the event that the Client breaches clause 5 of these Terms giving rise to a claim by HMRC against Evoke Management or the Client under PAYE and NICs legislation, the Client will indemnify Evoke Management with respect to all costs, claims, expenses and any interest arising from any such claim as set out in clause 7.7 of these Terms.
6. NON-POACHING OF A CONSULTANT
6.1 Consultants are assigned on the understanding that, unless agreed otherwise in writing by Evoke Management, the Client will not engage them independently of Evoke Management (whether directly or indirectly, on a permanent or temporary basis, under a contract of service or for services, through a company, agency, license, franchise or partnership arrangement, or any other engagement) (“Engage or Engagement”) during the term the Services are provided and for the 12 month period following the end of the provision of Services. In addition, the Client will not introduce them to any third party during the term the Services are provided and for the 18 month period following the end of the provision of Services (non-poaching period).
6.2 If the Client Engages a Consultant within the non-poaching period (or where Evoke Management agrees in writing to such Engagement within the non-poaching period), the Client will be liable for a fee (representing loss of Evoke Management income). The fee will be calculated at the rate of 25% of the Consultant’s annual base salary (plus benefits, plus VAT). The Client agrees that they will forthwith provide details of the annual base salary payable to the Consultant as soon as an offer of Engagement is accepted by the Consultant. If the Client fails to provide this information, the Client agrees to pay Evoke Management a fee at the rate of 25% of a notional annual base salary based on the market rate for comparable roles at the time of the Engagement (as determined by Evoke Management in its sole discretion).
6.3 If the Client Engages a Consultant on an independent contractor basis in the non-poaching period (or where Evoke Management agrees in writing to such Engagement within the non-poaching period) the Client agrees to pay Evoke Management the greater of:
(a) An amount equivalent to 25% of the total fees received from the Client in the last 12 month period during which Services were provided; or
(b) 25% of the Consultant’s last known standard day rate multiplied by the average number of days worked by the Consultant on Services provided to the Client in the last 12 month period during which Services were provided to the Client; or
(c) [£30,000 (plus VAT)].
6.4 Consultant details are confidential and must not be passed on to third parties without Evoke Management written consent. If the Client does introduce a Consultant to a third party which results in an Engagement of the Consultant by that third party within the non-poaching period referred to in clause 6.1, the Client will be liable to pay a fee to Evoke Management of 15% of the net invoiced activity completed by the Consultant for the third party. Where the net invoiced amount is not known, Evoke Management will charge a fee equivalent to 15% of the Consultant’s last known standard day rate for the average number of days worked by the Consultant during the last 12 months during which Services were provided to the Client.
7. LIABILITY & INDEMNITY
7.1 Evoke Management will use reasonable endeavours to ensure that its Consultants have the required standard of skill, but, subject to clause 7.6, Evoke Management is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of an Consultant to perform the Services or for any negligence, whether wilful or otherwise, acts or omissions, misconduct or lack of skill of an Consultant howsoever arising.
7.2 The aggregate liability of Evoke Management, its directors, partners, Consultants, consultants, agents, sub-contractors and employees for all losses, including without limitation for negligence, breach of contract, misrepresentation or otherwise on its or their part in relation to any Services performed hereunder shall not exceed the total fees received from the Client in the twelve month period prior to the incident giving rise to the liability.
7.3 Subject to clause 7.6 below, all liability for the following is hereby excluded:
(a) any loss or damage which does not arise as a direct and natural consequence of the default in question, including indirect, special, exemplary, punitive or consequential loss or damage;
(b) loss of profits;
(c) loss of anticipated savings;
(d) depletion of goodwill;
(e) loss of revenue or business.
7.4 Evoke Management will not be responsible for any loss or damage to the Client resulting from inadequate, incomplete or erroneous information supplied by the Client or on the Client’s behalf. Unless Evoke Management agrees otherwise and so consents in writing, the Services are provided to the Client to whom Evoke Management have provided Services and Evoke Management will be under no liability to any third party in respect of the Services provided to the Client.
7.5 Except as set out in these Terms, all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms and Letter of Engagement.
7.6 Nothing in any Engagement Letter or these Terms excludes or limits in any way whatsoever the liability of Evoke Management or its directors, consultants, Consultants, agents, sub-contractors and employees for: death or personal injury caused by the negligence of Evoke Management, its directors, consultants (including Consultants), agents, sub-contractors or employees; or fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.
7.7 The Client agrees to indemnify and keep indemnified Evoke Management against any costs, claims, liabilities or losses incurred directly or indirectly by Evoke Management arising out of or in connection with these Terms including (without limitation) as a result of:
(a) any breach of these Terms by the Client (including by its employees, subcontractors and agents);
(b) any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC) pursuant to any of the provisions of the Income Tax (Earnings and Pensions) Act 2003 or the national insurance contributions legislation (and/or any supporting or consequential secondary legislation) arising out of any Services or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Client;
(c) any breach by the Client, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).
8. DURATION AND TERMINATION
8.1 The engagement commences on the date of the Engagement Letter or the date on which the Client first instructs Evoke Management to provide Services, whichever is earlier. The Client acknowledges that they accept the Terms and the Letter of Engagement by signing and returning a copy of the Letter of Engagement or by otherwise instructing Evoke Management to provide Services to the Client. The Terms and Letter of Engagement apply retrospectively to any Services provided prior to the Client’s acceptance of the Letter of Engagement.
8.2 The Client and Evoke Management can terminate the Services at any time by providing the period of notice set out in the Letter of Engagement. Where no such period is provided in the Letter of Engagement, either party may terminate the Services by giving 30 days’ notice in writing to the other party.
8.3 These Terms may be terminated immediately by either party by giving to the other notice in the event that the other is in material breach of these Terms (and such material breach cannot be rectified within a reasonable time period, or where the other party has committed a serious breach of their obligations under the Terms) or goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed. Evoke Management may terminate immediately by giving the Client notice if Evoke Management has reasonable grounds to believe that the Client will not pay Evoke Management’s invoice within the payment terms agreed within clause 4.
8.4 Evoke Management may at its absolute discretion and at any time:
(a) substitute a Consultant with another suitably qualified and similarly skilled Consultant on providing reasonable notice to the Client prior to such substitution;
(b) terminate the Services upon immediate notice where in the opinion of Evoke Management, the Consultant who has been providing the Services is no longer suitable to provide the Services.
8.5 Upon termination of the Services for any reason, all fees and expenses incurred up to the date of termination and remaining unbilled will be immediately due and payable.
8.6 Any provisions of the Terms and Letter of Engagement which expressly or by implication are intended to continue in force after termination, including without limitation clauses 4, 6, 7, 9, 10, 11,13 shall remain in full force and effect.
9. CONFIDENTIALITY
9.1 Each of Evoke Management and the Client undertakes that it shall not at any time disclose to any person any confidential information concerning the Consultant, the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
(c) and in accordance with clause 10.
9.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under or in connection with these Terms.
9.4 Evoke Management shall use reasonable endeavours to ensure that the Consultant enters into an agreement which contains an obligation on the Consultant to keep confidential all confidential information of the Client obtained during the provision of the Services. For the purposes of this clause, confidential information is confidential if it is clearly marked confidential or if the Client states it is confidential clearly in writing to the Consultant.
10. DATA PROTECTION
10.1 For the purposes of this clause 10 and the Data Processing Schedule, the terms data subject, data controller, personal data, personal data breach and process have the meanings as set out in, and will be interpreted in accordance with the Data Protection Legislation.
10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 and the Data Processing Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
10.3 Without prejudice to the generality of 10.2 the Client will ensure that it has in place and shall at all times maintain all necessary and appropriate consents and notices to enable lawful transfer of the personal data to the Client for the duration and purposes of this Agreement.
10.4 Where Evoke Management processes personal data as part of the Services on behalf of the Client the Data Processing Schedule (Data Processing) shall apply.
10.5 In relation to the personal data of the Consultant:
(a) Evoke Management and the Client acknowledge that the Client is a Data Controller, but Evoke Management and the Client are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between them;
(b) the parties acknowledge that Evoke Management is a data controller in respect of the personal data of the Consultant and provides such personal data to the Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms and Letter of Engagement.
(c) In relation to the personal data of the Consultant, the Client agrees: it will only process personal data of the Consultant for the agreed purpose pursuant to these Terms and Letter of Engagement; undertakes to abide by the provisions of the Data Protection Legislation in receiving and processing such personal data at all times; will not do anything to cause Evoke Management to breach any of its obligations under the Data Protection Legislation; treat such personal data as and confidential information; and has in place and shall at all times maintain all necessary consents and notices in place to lawfully process such personal data.
11. INTELLECTUAL PROPERTY
11.1 Intellectual Property (IP) specifically and exclusively and on a bespoke basis created for the Client by Evoke Management and the Consultant as part of Services (not including any Excluded IP) will be the property of the Client.
11.2 Any and all rights in the Excluded IP shall at all times remain vested with Evoke Management, the Consultant or the relevant third-party licensor and nothing in these Terms shall be construed as transferring such rights to any other party, including the Client.
11. 3 With respect to IP defined in clause 11.1, Evoke Management shall use reasonable endeavours to ensure that the Consultant enters into an agreement which contains an obligation on the Consultant to assign to Evoke Management (for onward assignment to the Client) or directly to the Client (as directed by the Client to Evoke Management), the Consultant’s IP rights (not including the Consultant’s Excluded IP) and, if capable of registration, whether registered or not, in all documents or other material and data or other information and processes provided or created by the Consultant in the provision of the Services.
11. 4 Evoke Management may use both during and after the duration of these Terms, and the Client hereby grants Evoke Management a fully paid-up, non-exclusive, perpetual licence to use, the Client’s name, logo and other Client assets for the purpose of carrying out the Services, and otherwise for the purpose of promoting the business of Evoke Management.
12. COMMUNICATION VIA EMAIL
12.1 Evoke Management may communicate by email and the Client consents to Evoke Management and the Consultant sending and receiving emails to/ from the Client and third parties in relation to the Services (unless otherwise communicated to Evoke Management in writing). The Client understands and accepts that communication by email may not be secure or error free. Emails and their attachments may be delayed, corrupted, intercepted, changed or otherwise lost for reasons outside Evoke Management’s control. Evoke Management shall not be responsible for any loss or claim arising out of or in accordance with the sending or receipt of e-mails and attachments whether by the Client, Evoke Management the Consultant or any third party in connection with the Services except to the extent that any losses or claim are caused by Evoke Management’s negligence or wilful default.
13. GENERAL
13.1 Terms. These Terms apply to any Services performed by Evoke Management, subject to any variation agreed between the parties in any Letter of Engagement or otherwise.
13. 2 Sole use. All advice, documentation, etc. that Evoke Management provide to the Client is for the Client’s sole use and must not be communicated to any third party. Evoke Management accept no responsibility to any third party for any aspect of its Services or work.
13. 3 No Partnership. The parties are independent contractors. Nothing in the Terms or Letter of Engagement is intended to, or shall be deemed to, constitute a partnership, joint venture or employment relationship of any kind between the parties, nor constitute any party an employee or the agent of another party for any purpose. No party shall have authority to act as employee or agent for the other party in any way, unless otherwise agreed in writing.
13.4 Force majeure. Save for in relation to the Client’s payment obligations hereunder, neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms or Letter of Engagement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.5 Assignment. Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms or Letter of Engagement without the prior written consent of the other party.
13.6 Third Party Rights. A person who is not a party to these Terms or Letter of Engagement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms or Letter of Engagement.
13.7 Waiver. The failure of Evoke Management to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms or Letter of Engagement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect Evoke Management’s right later to enforce or to exercise it.
13.8 Severance. If any provision or part-provision of these Terms or Letter of Engagement 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 shall not affect the validity and enforceability of the rest of the Terms or Letter of Engagement.
13.9 Entire Agreement. These Terms and Letter of Engagement contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of Evoke Management or as set out in a Letter of Engagement, these Terms prevail over any other terms of business or purchase conditions put forward by the Client in relation engaging with consultants within their business.
13.10 Variation. No variation or alteration to these Terms or Letter of Engagement shall be valid unless the details of such variation are agreed between Evoke Management and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
13.11 Governing law and jurisdiction. These Terms and/or Letter of Engagement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales, and the parties irrevocably agree to the jurisdiction of the English courts.
14. DATA PROCESSING SCHEDULE
14.1. Under any Letter of Engagement, Evoke Management will provide Services which may involve the processing of personal data on behalf of the Client, including personal data relating to customers, clients or staff of the Client or other individuals with whom the Client deals in the course of its business. Where personal data is being processed under the Letter of Engagement and as part of the provision of the Services on behalf of the Client, the Client and Evoke Management acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Evoke Management is the data processor. The duration of the processing will be throughout the period Evoke Management perform the relevant Services under the Letter of Engagement. The purpose of the processing is to enable Evoke Management to perform the relevant Services under the Letter of Engagement.
14.2. Without prejudice to the generality of clause 10.2 of the Terms, Evoke Management shall, in relation to any personal data processed in connection with the performance by Evoke Management of its obligations under the Terms and Letter of Engagement:
(a) process that personal data only on the documented written instructions of the Client or in accordance with the Terms unless Evoke Management is required by applicable laws to otherwise process that personal data;
(b) ensure that it has in place appropriate technical and organisational measures 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;
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
(i) the Client or Evoke Management has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies; and
(iii) Evoke Management complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
(e) assist the Client, at the Client’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;
(f) notify the Client without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this Data Processing Schedule and immediately inform the Client if, in the opinion of Evoke Management, an instruction infringes the Data Protection Legislation.
14.3. The Client consents to Evoke Management appointing third party processors of personal data under the Terms and/or Letter of Engagement. Evoke Management confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this Data Processing Schedule and in either case which Evoke Management confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and Evoke Management, Evoke Management shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Data Processing Schedule.
