Purchase Order Terms (UK)

1. DEFINITIONS

1. “Affiliate” means any company, corporation or other entity that controls DFIN, is controlled by DFIN or is under common control with DFIN; ‘control’ and ‘controlled’ means ownership of 50% or more of the voting shares or the power to direct its management;
2. ‘’Goods’’ and ‘Services’ means the goods, materials, machinery, plant, equipment or, as appropriate, work or services described in the Order, whether original or substituted or additional, and any part or parts thereof;
3. ‘‘Contract’’ means this contract for the supply of Goods and/or Services comprised of these terms and conditions and the Order;
4. “Data Protection Legislation” means the Data Protection Act 2018 (or any subsequent legislation including the General Data Protection Regulations (EU) 2016/679, and the UK-GDPR) and any other data protection or privacy legislation which applies to the parties or to the Services in any jurisdiction, including any sub-ordinate legislation, regulation or guidance issued by the regulator responsible for data protection in such jurisdiction;
5. ‘’Effective date’’ means the commencement date for the Services as set out in the Order;
6. “Employment Claims and Liabilities” means all losses, compensation, orders, damages, costs (including the costs of enforcement), actions, awards, penalties, fines, proceedings, claims, demands, liabilities (including without limitation any liability to tax and any liability to pay a redundancy payment, whether statutory or contractual), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), and expenses (including, without limitation, legal (on a full indemnity basis) and other professional fees and expenses) which DFIN incurs or suffers, whenever arising or brought, arising directly or indirectly in connection with employment or termination of employment;
7. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
8. “Local” means England or English as applicable;
9. “DFIN” means Donnelley Financial Solutions UK Limited (No.02669185) whose registered office is Third Floor, 138 Cheapside, London, EC2V 6BJ or any of its affiliated companies;
10. “Supplier” means the party with whom the Order is placed;
11. “Order” means this Purchase Order;
12. “Personal Data” means all Personal Data (as such term is defined under the Data Protection Act 2018 or as any equivalent term is defined in any other Data Protection Legislation) in any information supplied by or on behalf of DFIN to the Supplier;
13. “Specifications” includes any plans, drawings, data, artwork, film or other information relating to the Goods and/or Services;
14. “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006
15. ‘’UK-GDPR’’ means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. BASIS OF CONTRACT

(a) Either the issue of the Order and commencement of provision of Goods or Services by the Supplier, or the return by the Supplier of a signed duplicate copy of the Order, will constitute a Contract for the supply of the Goods and/or Services subject to these Terms and Conditions.

(b) These Terms and Conditions will have precedence over any of the Supplier’s terms and conditions, whether notified to DFIN before or on or after the date hereof and irrespective of any clause in the Supplier’s conditions stating that they have precedence over these conditions. In particular, any conditions of sale or supply printed on any acknowledgement or acceptance of the Order which the Supplier may make are expressly excluded and will be of no effect.

(c) Any form of acknowledgement which attempts to vary or add to the Order or these Conditions of Purchase will have no validity and no contractual effect.

(d) There shall be no obligation on either DFIN or any of Affiliates to purchase minimum volume or order or the Goods or Services or guarantee any revenue to the Supplier.

3. CONFORMITY

(a) All Goods and Services provided must be to the required Specification (if any), and as otherwise set out in the Order, together with any appendices thereto.

(b) Where there are no stated Specifications, the Goods and Services are to be the best of their kind and suitable for the specified and/or reasonable requirements of DFIN and will not in any case be inferior to the standards laid down in any applicable Local or other relevant EU legislation.

(c) All Goods and Services and workmanship must be provided to DFIN’s satisfaction.

(d) The Supplier warrants that the design, construction, quality or performance of the Goods and Services comply in all respects with all requirements of applicable Local statutes, standards, and relevant EU legislation. The Supplier shall otherwise comply with all laws, rules, and regulations, applicable to the Supplier and to the performance of its obligations under the Contract.

(e) Deviations from any Specifications and all quantities will not be permitted without the prior written consent of DFIN. DFIN will have no liability to the Supplier in respect of any item or items which exceed the specified quantity or quantities.

(f) Supplier Code of Conduct. At all times during the term of this Agreement, Supplier and any subcontractors of the Supplier will comply with the DFIN’s Supplier Code of Conduct ("Code of Conduct"), as amended by DFIN from time-to-time, available from DFIN’s public website https://www.dfinsolutions.com/suppliers. The Supplier will promptly implement corrective action to remedy any material non-conformance with the Code of Conduct. Notwithstanding the foregoing, Supplier’s failure to comply with the Code of Conduct will constitute a material breach of this Agreement entitling DFIN to terminate the Agreement immediately.

4. INSPECTION

(a) Before delivery, the Supplier will inspect and test all Goods to ensure that such Goods meet the requirements of the Order. DFIN reserves the right to reject after delivery any Goods which do not comply with such requirements. Rejected Goods will be returned to the Supplier at the Supplier’s risk and expense, whereupon the Supplier will immediately, at DFIN’s direction, either replace such rejected Goods with Goods which comply with the requirements of the Order, or repay to DFIN the full purchase price, together with any costs of transportation and packing.

(b) DFIN reserves the right to reject any Goods and Services which are not satisfactory, and any such rejected Goods and Services will be replaced, redelivered or re- performed without cost to DFIN.

(c) The exercise of any right of rejection under this clause will in no way prejudice any other rights of DFIN.

5. DELIVERY, TITLE AND RISK

(a) All Goods will be properly packed and delivered to the address as specified in the Order. Until delivery has been made and Goods accepted by DFIN, the Goods remain at the risk of the Supplier. If, after further inspection by DFIN, any Goods are rejected by DFIN as not being in accordance with the Order or as being defective in any way, such Goods will, after notice to the Supplier, be held by DFIN at the Supplier’s risk and be returnable at the Supplier’s expense.

(b) Title to the Goods will pass to DFIN upon procurement or manufacture by or on behalf of the Supplier pursuant to an Order and the Supplier will (as long as the Goods remain in its or its contractors’ premises) store them in such a way as to preserve their value and be readily identifiable as property of DFIN.

(c) Time is of the essence in the delivery of all Goods and Services. The Supplier will notify DFIN immediately of any foreseeable delay in the delivery, dispatch or completion of Goods or Services and, without prejudice to DFIN’s other rights and remedies, DFIN will be entitled to terminate this Contract if delay in delivery or dispatch or completion of Goods or Services exceeds (one) 1 day from the time contracted for delivery, dispatch or completion of Goods or Services as the case may be.

(d) Should DFIN’s normal course of business be interrupted, restricted, hindered or delayed by any industrial dispute or by any cause beyond its control, it will be entitled to direct that delivery of the Goods or any part thereof will be postponed or re-directed without compensation to the Supplier or any sub-contractor of the Supplier until after the end of the interruption or other matter as aforesaid and delivery will be suspended accordingly.

(e) If the Goods are to be delivered in installments, or the Services to be performed by installments, this Contract will be treated as a single contract and not severable.

6. INTELLECTUAL PROPERTY

(a) Supplier IP. If in the course of performing the Services, or providing the Goods, the Supplier incorporates any Supplier IP into any Goods or any Supplier IP is necessary for DFIN to access and use the Services or the Goods as contemplated by this Agreement, Supplier hereby grants DFIN an exclusive, fully paid-up, royalty-free, perpetual, irrevocable, worldwide, transferable license, with right of sublicense through multiple tiers, to make, have made, modify, use, advertise, market, promote, sell, offer to sell, import, copy, distribute, make derivative works of, publicly perform, publicly display, and otherwise exploit such Supplier IP solely as necessary for and in conjunction with the use and exploitation of the Services, Goods, and derivative works thereof (and not separate therefrom).

(b) Supplier shall indemnify DFIN against all costs and damages that may be awarded or agreed to be paid to any third party in respect of any claim or action that possession or use of the Goods and/or Services by DFIN or its customers infringes any Intellectual Property Rights of that third party.

(c) DFIN Materials and Data. As between the Supplier and DFIN, DFIN owns and shall retain all right, title, and interest in all Confidential Information, content, data, and other materials of DFIN and its Affiliates (“DFIN Materials”) provided to the Supplier or to which the Supplier has access in the course of performing the Services or providing the Goods. Supplier shall have no rights in the DFIN Materials other than the limited right to use the DFIN Materials as required for the performance of the Services and/or the provision of the Goods in accordance with this Agreement and the applicable Order. Except as expressly set forth in this Section, DFIN expressly reserves all rights in the DFIN Materials.

7. PRICE

(a) The price of the Goods and/or Services (the “Price”) is as stated on the Order and, unless otherwise agreed in writing, will be:

(i) Exclusive of VAT (which will be payable by DFIN subject to receipt of a valid value added tax invoice); and

(ii) Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts or levies, other than value added tax.

(b) No increase in the Price may be made without the prior written consent of DFIN.

8. PAYMENT

(a) Unless otherwise stated in the Order or agreed in writing between DFIN and the Supplier, payment becomes due for the Goods and/or Services on (ninety) 90 days from the date of acceptance of the Goods or completion of the Services, or receipt of the invoice, whichever is later.

(b) DFIN will be entitled to set off any sums owed to DFIN by the Supplier against amounts payable to the Supplier.

9. DELIVERY ADVICE AND INVOICING

Each delivery of Goods against this Order will be accompanied by an advice note which refers to the items by stock code number (if any) and description and identifies the Order number against which they were ordered (“Advice Note”). At the time of dispatch, a separate copy of the Advice Note must be sent to DFIN quoting the relevant Order reference number. Instructions for procedures and controls for delivery into a warehouse (of DFIN or otherwise) will be set out under the Local DFIN Goods In Delivery Specification.

10. INSOLVENCY OF SUPPLIER

If the Supplier becomes bankrupt, enters into insolvency, goes in to liquidation, becomes subject to an administration order, makes any composition with its creditors or if a receiver or administrator is appointed over any of its assets, DFIN may:

(a) cancel the Order summarily by notice in writing without liability to the Supplier;

(b) give any such trustee, liquidator, receiver, administrator or other person the option of carrying out the Order; or

(c) recover the Goods and DFIN or its agents may enter upon the Supplier’s (or its contractors) premises to affect such recovery and the Supplier hereby grants DFIN (or its agents) a license to so enter and recover (irrespective of whether such Goods can be specified or attributed to corresponding Orders).

11. INDEMNITY

The Supplier indemnifies DFIN against all costs and damages that may be awarded or agreed to be paid to any third party in respect of any claim or action that:

(a) possession or use of the Goods or Services by DFIN or its customers infringes any Intellectual Property Rights of that third party; and

(b) any defects in, or delay in the delivery of, the Goods or Services have caused a customer of DFIN to suffer a loss or to invoke a service credit against DFIN.

12. CONFIDENTIALITY

(a) All Orders placed by DFIN are strictly confidential.

(b) The Supplier must not publish or cause to be published by any means whatsoever any details concerning the Goods and Services without the previous consent in writing of DFIN.

(c) Any information deriving there from or otherwise communicated to the Supplier in connection with any Order will be regarded as confidential and will not be made use of or divulged by the Supplier to any third party without the prior written consent of DFIN.

(d) The Supplier will ensure that its employees, servants or agents are informed of the provisions of this clause and that such employees, servants or agents will be bound by the terms hereof in the same way as the Supplier.

(e) The Supplier agrees to indemnify DFIN against any costs, damages and fees incurred by DFIN arising out of any breach of this clause whether by itself, its employees, servants or agents.

13. ANTI CORRUPTION & BRIBERY LAWS

1. The Supplier shall comply with the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, international anti-bribery conventions, and all other applicable Local anti-corruption and bribery laws. The Supplier warrants that it and its officers, employees, contractors, agents, advisors and any other service providers have not and will not give, promise, offer or authorise, or accept, request, receive or agree to receive, any payment, gift reward, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in contravention of any such laws. The Supplier shall implement appropriate anti- corruption and bribery policies and procedures and shall maintain true and accurate records consistent with the requirements of all applicable laws. The Supplier shall immediately notify DFIN in the event it becomes aware of any violation of any applicable anti-corruption or bribery laws in the performance of the Contract.
2. Supplier represents, warrants and undertakes that;
1. None of its officers or employees have been convicted of any offence under any applicable Local anti-corruption and bribery laws;
2. No charges relating to bribery or corruption have been brought against the Supplier or any person engaged by it;
3. It will promptly notify DFIN in writing of any suspicion of any breach or any alleged breach of any bribery and corruption legislation, to the extent that such report is not prohibited by the operation of any relevant money laundering laws or other applicable legal prohibitions on the disclosure of information.

14. MODERN SLAVERY ACT

1. The Supplier shall implement and maintain adequate policies and due diligence procedures for its own suppliers, contractors and other participants in its supply chains to ensure that there is no slavery or human trafficking in its supply chains and will prepare and deliver to DFIN, within (one) 1 calendar month of the end of such a request, copies of any training or policies it has implemented in order to ensure that human rights abuses and modern slavery are not part of its supply chain.
2. The Supplier undertakes, warrants and represents that:
   1. neither the Supplier nor any of its officers or employees have:
   2. committed an offence under the Modern Slavery Act 2015 or equivalent anti-slavery and human trafficking laws, statutes and regulations in any jurisdiction in which, or from which, the Supplier provides services under this Contract (a “Offence”); or
   3. been notified that it is subject to an investigation relating to an alleged Offence or prosecution under the Modern Slavery Act 2015;
   4. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged Offence or prosecution under the Modern Slavery Act 2015;
   5. it shall notify DFIN immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, contractors have breached or may have breached any of the Supplier’s obligations under clauses 13(a) to 13(b) (inclusive). Such notice shall set out full details of the circumstances concerning the breach or suspected breach of the Supplier’s obligations.
3. Without limiting any other rights or remedies of DFIN or any Affiliate, a breach by the Supplier of Clause 13(a) to 13(b) shall be a material breach not capable of remedy and shall entitle DFIN to terminate this Contract with immediate notice.

15. EMPLOYMENT PROVISIONS

The parties do not believe that on termination of this Contract for any reason there will be any “relevant transfer” within the meaning of TUPE. Notwithstanding this, in the event that on termination of this Contract such a relevant transfer occurs or in the event that on commencement of this Contract an employee claims to have transferred under TUPE from the Supplier to DFIN:
(a) DFIN may terminate the employment of such employee and the Supplier hereby fully indemnifies DFIN in respect of Employment Claims and Liabilities arising out of such termination; and
(b) the Supplier hereby indemnifies DFIN in respect of any actual or threatened Employment Claims or liabilities in respect of such employee which arose prior to the date of such transfer provided that DFIN will:
(i)   promptly notify the Supplier of any claim or legal proceeding which gives rise to such right and make no admission or settlement with respect thereto;
(ii)  afford to the Supplier the opportunity to participate in and control any compromise, settlement or other resolution or disposition of such claim or proceedings; and
(iii) at the Supplier’s expense fully co-operate with the reasonable requests of the Supplier in the Supplier’s control of any compromise, settlement, resolution or other disposal of such claim or proceeding.

16. DATA PROTECTION

1. In respect of Personal Data (where applicable) the parties acknowledge that DFIN is a data controller and the Supplier is a data processor (both terms as defined in the Data Protection Legislation). In respect of any Personal Data processed pursuant to this Contract, each of the parties will:
   1. respond to enquiries regarding Personal Data and deal with any such enquiries promptly in accordance with the Data Protection Legislation; and
   2. comply in full with Data Protection Legislation.
2. Supplier will only process DFIN Personal Data in order to perform the Services and carry out its obligations under this Contract. Supplier shall immediately inform DFIN if, in its opinion, an instruction from DFIN infringes Data Protection Legislation.
3. The Supplier shall implement appropriate technical and organizational measures:
   1. in such a manner that processing will meet the requirements of the Data Protection Legislation and ensure the protection of the rights of the data subject; and
   2. in relation to the processing to ensure a level of security appropriate to the risk (taking into account the nature, scope, context and purposes of processing the Personal Data), including by (as appropriate):
      1. pseudonymizing and encrypting Personal Data and ensuring the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
      2. being able to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
      3.  regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing (and having a suitable process to do so);
   3. and when assessing the appropriate level of security for such Personal Data the Supplier shall take into account the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access or damage to such Personal Data.
4. If the Supplier becomes aware of any breach of any security measure relating to Personal Data belonging to DFIN, the Supplier will promptly:
   1. notify DFIN of such breach (and in any event, within (twenty-four) 24 hours);
   2. identify the cause of the breach;
   3. use reasonable endeavours to remedy any breach and its consequences;
   4. use reasonable endeavours to prevent the breach from re-occurring; and
   5. provide a report to DFIN detailing the cause of and procedure for correcting the breach of security, including the nature of, and facts relating to, the Data Breach together (where possible) with categories and approximate numbers of the data subjects and Personal Data records concerned, the likely consequences, and the name and contact details of the data protection officer or other contact point where more information can be obtained.
5. The Supplier warrants that it has all necessary consents and authorisation from DFIN to process the Personal Data in the manner and for the purposes (which are solely determined by DFIN) in accordance with the terms of this Contract. DFIN further warrants that the Personal Data has been obtained and is being processed in accordance with Data Protection Legislation. The Supplier shall indemnify and keep DFIN indemnified against all demands, costs (including legal costs on a full indemnity basis) expenses and liabilities incurred by DFIN arising out of Supplier’s breach or failure to comply with this clause 15(e).
6. The Supplier shall maintain written records of all categories of personal data processing activities carried out on behalf of DFINcontaining the information prescribed in relation to data processors by the General Data Protection Regulation (the "GDPR"), provided that this obligation shall only apply with effect from the date that the GDPR is entered into force (being the date that is two years and twenty days following its publication in the Official Journal of the European Union) and provided that the Supplier shall provide DFIN with all relevant information about the personal data that it requires DFIN to process under this Contract to enable DFIN to maintain such records. The Supplier shall make these records available to any supervisory or government body, including the Information Commissioner's Office if, and when, required.
7. Supplier shall take reasonable steps to ensure the reliability of any Supplier Personnel who have access to any Personal Data, and ensure that the Personal Data shall only be accessible by Supplier Personnel:
   1. to the extent necessary to properly perform their duties in relation to the Services;
   2. who are informed of its confidential nature and the security procedures relating to it, and who are contractually bound to maintain its confidentiality; and
   3. who have received appropriate data protection and security training.
8. The Supplier shall not transfer Personal Data outside the European Economic Area (‘’EEA’’) or the United Kingdom (‘’UK’’) without the prior written consent of DFIN and, where DFIN consents to such transfer, the Supplier shall:
   1. only do so in compliance with DFIN’s documented instructions and the Data Protection Legislation;
   2. and on DFIN’s request, enter into, and procure that each relevant Sub-Processor enters into, a Contract with DFIN on any then current standard contractual clauses for the transfer of personal data from a data controller in the EEA to a data processor outside of the EEA as approved by the European Commission (or such other relevant authority of the European Union or its constituent member states).
      

17. SUB-CONTRACTING

1. Supplier may not sub-contract any part of this Contract without DFIN’s prior written consent.
2. Where Supplier wishes to sub-contract any of its obligations in accordance with clause 16(a) above, it will perform adequate due diligence on the proposed Sub-contractor and provide DFIN with the following:
   1. Name and contact details of the proposed sub-contractor;
   2. Subject matter of the sub-contract;
   3. Any other additional information reasonably required by DFIN.
3. Supplier shall not be relieved of any of its obligations under this Contract by entering into any sub-contract or otherwise delegating the performance of any part of the Services, and the Supplier shall remain fully liable to DFIN for the performance of any Sub-contractor’s obligations, and for its acts and omissions (as if they were the acts and omissions of the Supplier).

18. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the DFIN and the Supplier in respect of the subject matter hereof. Neither party restricts its liability for any representations made fraudulently.

19. APPLICABLE LAW

This Contract is subject to the law and jurisdiction of the Local courts.

20. SECURITIES LEGISLATION

As a regular feature of its financial communications business, DFIN receives registration statements, prospectuses and many other corporate documents (and information or data with respect to such matters) from its clients before any public announcement has been made regarding their plans to buy, sell or exchange securities, merge or take other actions to which their printing or other financial communications jobs relate. Supplier understands and agrees that disclosure of the confidential contents of any such document (or such information or data) by or through Supplier prior to its public announcement violates US securities laws, as well as the securities laws of other countries, and breaches DFIN’s confidentiality policies. In addition to other adverse consequences, if rumours circulate respecting a customer’s confidential plans, DFIN may be forced by law to disclose those plans to the public before it is desirable to do so, or even to abandon those plans. Further, Supplier understands and acknowledges that laws in the US and elsewhere severely penalise insider trading in publicly-held securities, including criminal penalties of very substantial fines and prison sentences for each offence. If Supplier has knowledge of non-public plans or operations of a client or even of DFIN itself that might affect the market value of a capital stock, and if Supplier uses such knowledge for personal enrichment by trading in that stock, Supplier will be subject to investigation by government authorities, criminal prosecution, and termination. Even informal disclosures made to family, friends or anyone other than representatives of DFIN or DFIN’s customer violate securities laws, even though in releasing such information Supplier may have intended no harm and sought no personal benefit. In such a case, Supplier understands that Supplier may be subject to civil liability to third parties as well.

21. BACKGROUND CHECKS

As part of compliance process for financial, regulatory and client purposes, DFIN reserves the right to conduct reasonable background checks relevant to the services which Supplier is providing for DFIN, prior to Supplier’s appointment and may conduct such checks from time to time during the term of Supplier’s appointment.

22. TERM AND TERMINATION

1. This Contract shall have an initial term commencing on the Effective Date and continuing for the period set out in the Order.
2. Notwithstanding the foregoing, DFIN may terminate this Contract and/or any applicable Order for convenience at any time, upon giving the Supplier thirty (30) days’ written notice (including electronic mail).
3. DFIN may terminate this Contract immediately for breach if:
   1. the Supplier is in material breach of this Contract and/or the applicable Order and fails to cure that breach within thirty (30) days after receipt of written notice (including electronic mail);
   2. or if the Supplier is in material breach of this Contract and/or the applicable Order more than two (2) times notwithstanding any cure of such breaches.

23. GENERAL

(a) No waiver by DFIN of any breach of this Contract by the Supplier will be considered a waiver of any subsequent breach of the same or any other provision.

(b) Any notice given by either party to the other under this Contract will be in writing and addressed to the other at its registered or chief office or principal place of business or such other address as may be notified to the party giving from time to time. Any notice will be deemed effective immediately (if served in person) or after three (3) days following the date of postage if sent by pre-paid post.

(c) Any Specification supplied by DFIN to the Supplier, or specially produced by the Supplier for DFIN in connection with this Contract, together with the intellectual property rights in the Specification will be the exclusive property of DFIN and must be returned to DFIN when requested. The Supplier will not disclose to any third party or use the Specification except to the extent that it is necessary for the purpose of this Contract.