ࡱ> qtnop9 bjbj ;|h|h.Q8!pd#d#"###%'(x]______$fX)%%"X)X)##H";;;X)>##];X)];;*#00Z7RI<ݞ0~80B0٠p X)X);X)X)X)X)X) :X)X)X)X)X)X)X)0X)X)X)X)X)X)X)X)X)X ^:  DATED 2024 S4C (2) AGREEMENT FOR THE PROVISION OF PENSION ADVISORY SERVICES CONTENTS Definitions and Interpretation The Services 2A. Welsh Language Standards Records Communications Procedure and Review Meetings Staffing Key Person Warranties Financial Matters Indemnity Insurance Termination Effects of Expiry or Termination TUPE Obligations on Termination Assignment and Sub-Contracting Force Majeure Set-Off Notices Remedies and Waiver Announcements and Confidentiality Data Protection and FOIA Prevention of Corruption and Fraud Construction Schedules Services Warranties Key Person Fee Processing, Personal Data and Data Subjects THIS AGREEMENT is made the day of 2024 BETWEEN: S4C of Canolfan S4C Yr Egin, Carmarthen SA31 3EQ (S4C); and (2) (the Company). INTRODUCTION: S4C wishes to enter into an agreement with the Company for the provision of the Services (defined below) on the terms and conditions set out in this Agreement. IT IS AGREED as follows: Definitions and Interpretation In this Agreement: the following words and expressions shall have the following meanings unless the context otherwise requires: Actthe Copyright, Designs and Patents Act 1988; Accreditatation Associateship of the Chartered Insurance Institute (ACII) and Associate of the Personal Financial Society (PFS); Agreementthis agreement including the Introduction, Schedules and any document referred to in this agreement, completed or to be completed in accordance with its provisions; Applicable Lawsall regional, national or international laws, rules regulations and standards including those imposed by any governmental or regulatory authority and all applicable industry standards and practice guidelines determined by any self-regulatory body which apply from time to time to the provision of the Services including without limitation the Data Protection Laws; DPAData Protection Act 2018; Data Protection Laws(i) the DPA and the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018, (iii) any new national data protection laws; Effective Date8 April 2024; Encumbrancesliens, charges, mortgages, pledges, equities, encumbrances securing any obligation of any person, preferential arrangements (including retention of title arrangements) and other rights, interests and claims of any nature whatsoever; Feethe fee for the Services being as set out in Schedule 4; FOIAthe Freedom of Information Act 2000; Fraudany offence under any laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Agreement or defrauding or attempting to defraud or conspiring to defraud S4C; GDPRGeneral Data Protection Regulation EU 2016/679]/[has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; Good Industry Practicethe degree of skill, care, diligence and prudence reasonably and ordinarily expected from experienced and competent persons engaged in the same type of undertaking as that of the Company under the same or similar circumstances; using methods, standards, practices and procedures conforming to all Applicable Laws and using appropriately qualified and skilled personnel; Group Companyany subsidiary or holding company from time to time and any subsidiary of such holding company from time to time (as such terms are defined in Section 1159 of the Companies Act 2006); Insurance Policiesthe insurance policies required to be maintained by the Company in accordance with clause 10; Key Personthe key person employed by the Company listed in Schedule 3; Ofcom The Office of Communications or any successor body; Personal Datahas the meaning given to that term in Data Protection Laws; Policiescollectively all of the S4C policies expressly referred to in this Agreement as updated from time to time, including the S4C Compliance Notice and S4Cs Commitment to Diversity; Quartera period of 3 calendar months ending on 30 June, 30 September, 31 December or 31 March in any calendar year from the date of this Agreement; Regulationsmeans the Environmental Information Regulations 2004; Relevant Employeesthose employees who are assigned (as the term assigned is defined in TUPE) to the provision of the Services immediately before the expiry or termination of this Agreement whose employment transfers to a Successor Company pursuant to TUPE; S4C Compliance Notice the S4C Compliance Notice in respect of the Welsh language standards as included on the S4C Authority website; S4C Confidential Informationcollectively any and all information, data and know-how of a confidential nature (in whatever form and on whatever media) relating to the intellectual property and/or the business of S4C and/or its Group Companies, its staff provided to the Company by S4C and/or any member of its Staff which is disclosed or made available for the purposes of or generated under this Agreement and whether before, on or after the Effective Date, together with the existence or subject matter of this Agreement and/or any information which has been designated as confidential by S4C in writing or that ought to be considered as confidential and/or all personal data and sensitive personal data within the meaning of the Data Protection Laws; S4C Employeeall S4C employees who are on part-time or full-time, fixed-term or permanent contracts and have been employed by S4C for at least 3 months, but excluding (unless otherwise expressly agreed) any contract workers who are eligible for auto-enrolment into the S4C pension scheme; S4C RepresentativeElin Morris or such other persons as notified by S4C to the Company in writing from time to time during the Term; Servicesthe supply of pension advisory services further details of which are set out in Schedule 1; Staffall persons engaged by the Company or contributing to the Services whether on an employed or self-employed basis including the Key Personnel; Successor Companyeach and every company who shall provide any similar service equivalent to the Services after expiry or earlier termination of this Agreement; Termthe period of 2 years from the Effective Date during which this Agreement is in force and effect subject to the provisions of clause 11; Termination Datethe date of expiry or termination of this Agreement howsoever arising; TUPEthe Transfer of Undertakings (Protection of Employment) Regulations 2006; VATValue added tax; Warrantiesthe representations and warranties set out in Schedule 2; and Warranty shall be construed accordingly; Working Dayany day other than a Saturday, Sunday or public holiday in Wales. words and expressions (including words and expressions defined in clause 1.1) in the singular shall include the plural and vice versa; references to a party or the parties shall mean S4C and/or the Company as the context requires; references to any gender shall include every gender; references to a person shall be construed so as to include any individual, firm, corporation, government, state or agency of a state or any joint venture, trust, association or partnership (whether or not having separate legal personality) and any combinations of any one or more of the foregoing; headings are for convenience only and shall not affect the construction or interpretation of this Agreement; references to Schedules and clauses are to schedules to, and clauses of, this Agreement and references to sub-clauses are to sub-clauses of the clause in which the reference appears; a reference to any statute or statutory provision shall include any subordinate legislation made thereunder and shall be construed as a reference to such statute, statutory provision or subordinate legislation as it may have been, or may from time to time be amended, modified or re-enacted (with or without modification); the words include or including shall be construed and interpreted without limitation; the rule known as the ejusdem generis rule shall not apply and accordingly general words introduce by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; in case of any conflict between this Agreement and the Policies or any other document purporting to deal with the provision of the Services, the terms of this Agreement shall take precedence; and time shall be of the essence in respect of the Companys obligations hereunder. The Services S4C hereby engages the Company and the Company agrees to provide the Services from the Effective Date for the duration of the Term on the terms and conditions set out in this Agreement unless and until this Agreement is terminated by either party in accordance with its terms or otherwise expires. In performing its obligations under this Agreement, the Company shall and shall procure that the Staff shall at all times during the Term comply with all Applicable Laws, Policies and all reasonable instructions and directions of S4C from time to time. The Company shall ensure that the Staff shall at all times provide the Services in a professional, courteous, timely, conscientious, and effective manner and in accordance with the standards required by S4C. The Company and its Staff shall hold all the necessary regulatory permissions, qualifications and licences to enable them to provide the Services to S4C for the duration of the Term. This includes, but is not limited to, authorisation and regulation of the Company by the Financial Conduct Authority. The Company shall not and shall ensure that the Staff do not communicate with the press or make any statements on financial or constitutional matters relating in any way to S4C or its Group Companies or any member of S4C staff. The Company shall not enter into any obligation to any person whether express or implied which would or might conflict with the full and proper performance of its obligations to S4C under this Agreement. The Company shall immediately notify S4C in writing if it is for any reason unable to perform any of its obligations under this Agreement. Any such notification shall be without prejudice to any rights which S4C may have whether under this Agreement or otherwise at law in respect of such inability of the Company to perform any of its obligations. The Company shall and shall ensure that all Staff shall at all times during the Term act in S4Cs best interests and the best interests of the S4C Employees and in particular and without limitation shall not do or omit to do anything or enter into any agreements with any person which may conflict with S4Cs best interests, adversely impact on S4Cs goodwill or reputation and/or the Companys obligations under this Agreement. 2A. Welsh Language Standards To the extent that they are relevant to the provision of the Services, the Company shall comply with the Welsh Language (Wales) Measure 2011 and the standards with which S4C is liable to comply in accordance with the S4C Compliance Notice, as if the Company were S4C. In particular, the Company shall send any paper correspondence addressed to S4C Employees personally in Welsh if so requested. The Company shall report to S4C promptly of any complaints of difficulties indicated by Service users or staff of the Company in delivering the Services in compliance with Welsh language obligations. Records The Company shall provide, upon request from S4C from time to time, a non-confidential description of the work undertaken in relation to this Agreement. This should include, but is not limited to, the number of meetings held by the Company when delivering the Services. Communications Procedure and Meetings The Company shall meet with S4C at such times and dates reasonably requested by S4C from time to time during the Term to discuss any matter arising out of the provision of the Services. The Company shall use all reasonable endeavours to ensure that such Staff as may reasonably be requested by S4C shall attend such a meeting. Staffing The Company agrees to employ or engage the services of a sufficient number of Staff with the appropriate skills and experience, including Welsh speaking staff where appropriate and if required by S4C, to ensure that the Services are provided in accordance with Good Industry Practice and the requirements of this Agreement. The Company shall ensure that all Staff sign a confidentiality agreement with the Company to ensure that all information they receive in relation to performing and delivering the Services in this contract remains confidential. 6. Key Person The Company will make every reasonable effort to ensure that the Key Person remains employed and available to contribute to the provision of the Services throughout the Term. The Company shall notify S4C in writing of any matters or circumstances which could affect the availability of the Key Person promptly upon becoming aware of the same. If the Key Person is unavailable at any time during the Term the Company shall propose a suitable replacement to S4C in writing. No replacement for the Key Person shall be permitted to participate in the provision of the Services unless S4C has given its prior written approval of such replacement. If no replacement acceptable to S4C can be found, S4C shall be entitled by notice in writing to the Company to terminate this Agreement with immediate effect. In the event that the Key Person ceases to maintain any of the necessary Accreditatation to perform the Services S4C will have the right to terminate in accordance with clause 11.1.1. Warranties The Company represents, warrants and undertakes to S4C in the terms set out in Schedule 2. The Company accepts that S4C enters into this Agreement in reliance upon each of the Warranties. Each of the Warranties shall be construed as a separate and independent warranty and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other provision of this Agreement. Financial Matters In consideration of the Services and the performance by the Company of its obligations under this Agreement and following receipt from the Company of a valid invoice S4C shall pay the Company the Fee. The Fee shall be exclusive of VAT which shall be payable in addition by S4C subject to receipt of appropriate VAT invoices. The Fee shall be inclusive of all costs and expenses incurred by the Company in providing the Services and S4C shall not be liable to meet any costs over and above the Fee. The Company will invoice S4C Quarterly in advance for the amount set out in Schedule 4. Indemnity The Company shall indemnify and hold harmless and keep indemnified and held harmless S4C on demand from and against any and all actions, claims, demands, proceedings, fines, costs, expenses (including legal expenses on a solicitor own client basis), charges, losses, damages and other liabilities of whatsoever nature and howsoever suffered, incurred or sustained by S4C as a result of or in connection with the performance or non-performance by the Company of any of its obligations under this Agreement or breach by the Company of any of the Warranties or any negligence or wilful act or omission on the part of the Company or any member of Staff or any claim by any person that the use or exploitation by S4C or any of its successors, assigns or licensees of the intellectual property infringes the rights of any person. Insurance Prior to delivery of the Services, the Company undertakes to effect suitable insurance policies with reputable insurance companies or underwriters against all risks normally insured against in accordance with industry custom and practice and the specific circumstances of the Services for the duration of the Term and for a period of 7 years after termination or expiry of this Agreement. Without prejudice to the generality of the foregoing such insurance shall include adequate professional indemnity insurance cover with a reputable insurance company to a minimum indemnity limit of 1,000,000 per claim and 5,000,000 in aggregate per annum. The Company undertakes to comply with the terms, conditions and limitations of the Insurance Policies throughout the Term, including prompt payment of all premiums, and that it will not do, or omit to do, anything to vitiate either in whole or in part any of the Insurance Policies. The Company shall promptly on request provide S4C with full information and documentation relating to all Insurance Policies and all modifications additions and extensions of such Insurance Policies. The Company shall forthwith advise S4C in writing of the happening of any event which might give rise to a claim under any of the Insurance Policies and which may prevent the Company from complying with its contractual responsibilities under this Agreement. Termination S4C may at any time by notice in writing to the Company terminate this Agreement: 11.1.1 the Company is in material breach of any of its obligations under this Agreement which (a) is incapable of remedy; or (b) if capable of remedy is not remedied within seven (7) days of S4C bringing such breach to the Companys attention (or such longer period as S4C may agree); or 11.1.2 any of the following occurs: the presentation of a petition, or the convening of a meeting for the purpose of considering a resolution, for the winding up or dissolution of, the passing of any resolution for the winding up or dissolution of, or the making of a winding up order against or order for the dissolution of the Company; the appointment of a receiver, administrative receiver, receiver and manager, administrator, sequestrator or similar officer over all or any of the assets or undertaking of the Company, the making of an administration application, or the making of an administration order or presentation of an administration petition, in relation to the Company; the proposal of, application for or entry into of a compromise or arrangement or voluntary arrangement, or any other scheme, composition or arrangement in satisfaction or composition of any of its debts or other arrangement for the benefit of its creditors generally, by the Company with any of its creditors (or any class of them) or any of its members (or any class of them) or the taking by the Company of any action in relation to any of the same or the filing of any documentation for the purpose of obtaining a moratorium pursuant to section 1A and paragraph 7 of schedule A1 of the Insolvency Act 1986 in relation to the Company; the taking by any creditor (whether or not a secured creditor) of possession of, or the levying of distress or enforcement or some other process upon, all or part of the property, assets or undertaking of the Company; the deemed inability of the Company to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (with the words proved to the satisfaction of the court eemed to be omitted from that section for these purposes); the suspension of payment of debts by the Company or the inability or admission of inability of the Company to pay its debts as they fall due; the ceasing by the Company to carry on the whole or a substantial part of its business; in the case of an individual or partnership, the presentation of a petition for bankruptcy, or the making of a bankruptcy order, in respect of the Company, the occurrence of circumstances in respect of the Company which would enable the presentation of a bankruptcy petition under Part IX of the Insolvency Act 1986 or the making of an application for an interim order or the making of an interim order under section 252 of the Insolvency Act 1986 in relation to the Company, or, where the Company is a partnership, the occurrence of any of the foregoing events in relation to any individual partner in the partnership; the Company ceases to be authorised and regulated by the Financial Conduct Authority for the purposes of providing the Services; the occurrence of an event or circumstance in relation to the Company similar to any of those referred to in paragraphs (a) to (h) above in any jurisdiction other than England and Wales; or there is a change of control (as control is defined in Section 1124 of the Corporation Tax Act 2010) of the Company. S4C shall be entitled to terminate this Agreement by providing to the Company at least three (3) months written notice. Effects of Expiry or Termination Upon expiry or termination of this Agreement howsoever arising and subject always to the provisions of this clause 12 all rights and obligations hereunder shall immediately cease and determine without prejudice to any rights of action then accrued hereunder including any rights which either party may have in respect of a claim for damages for breach by the other party or under any indemnity. S4Cs obligation to pay the Company shall be limited to such payment as is attributable to the Services actually and properly provided by the Company to the reasonable satisfaction of S4C in accordance with the terms of this Agreement up to the date of expiry or termination. The Company shall immediately after the Termination Date deliver at its cost to S4C: all property belonging to S4C in its power, possession, custody or control including any and all S4C Confidential Information together with all copies thereof or extracts therefrom; all other documentation relating to this Agreement, save for any documents covered under 12.3.3; any documentation belonging to a member of S4C staff or any information that is confidential to them should be returned to the individual together with all copies thereof or extracts therefrom; and if requested to do so by S4C, provide all such assistance as S4C may reasonably require to enable S4C or any other Company(s) appointed by S4C to complete the provision of any Services. The Company acknowledges that the Company shall have no claim in respect of loss of opportunity to enhance reputation or otherwise howsoever if S4C terminates this Agreement. Where this Agreement is terminated by S4C pursuant to clause 11.1.1 and the total cost (including any VAT) to S4C of completing the provision of the Services (whether in-house or via a third party) exceeds that part of the Fee that would have been payable to the Company had this Agreement not been terminated the Company shall pay to S4C on demand such sum as equals the amount of the excess. The following clauses shall survive the expiry or termination of this Agreement howsoever arising: 1 (Definitions), 7 (Warranties), 9 (Indemnity), 12 (Effects of Expiry or Termination), 16 (Set off), 18 (Remedies and Waiver), 19 (Announcements and Confidentiality), 20 (Data Protection and FOIA), 22 (Construction) and Schedule 2 (Warranties). TUPE Obligations on Termination TUPE may apply to the expiry or termination of this Agreement and the parties agree that in the event that TUPE does so apply, the contracts of employment of the Relevant Employees shall transfer to a Successor Company as at the Termination Date. In the event that TUPE does apply the Company shall: ensure that all wages, salaries and other benefits including without limitation all holiday pay, payments of PAYE, national insurance contributions and pension contributions of Relevant Employees and other employees including former employees of the Company who have been engaged in the provision of the Services up to the Termination Date are satisfied; indemnify and keep indemnified S4C (for itself and for the benefit of any Successor Company) from and against all actions and proceedings and all liability, loss, damages, injury, claims, costs and expenses (including legal expenses) arising from any claim whatsoever by any current or former employee of the Company in respect of or in any way relating to any period prior to and including the Termination Date; comply with its obligations under Regulation 11 and 13 TUPE and shall indemnify S4C (for itself and for the benefit of any Successor Company) against all liability, loss, damages, injury, claims, costs and expenses (including legal expenses) as a result of or in connection with any breach by the Company of Regulation 11 and/or 13 of TUPE. In the event that TUPE does apply S4C shall or shall use its reasonable endeavours to procure that any Successor Company shall be responsible for the payment of all salaries and the provision of all other benefits (together with relevant deductions) for Relevant Employees from the Termination Date and shall use reasonable endeavours to procure that any Successor Company agrees to indemnify and keep indemnified the Company from and against all actions and proceedings and all liability, loss, damages, injury, claims, costs and expenses (including legal expenses) awarded or incurred by the Company arising directly or indirectly in connection with the employment or termination of employment by the Successor Company of the Relevant Employees. In the event that TUPE does not apply on expiry or termination of this Agreement, the Company shall be responsible for any ongoing costs (including redundancy payments) in relation to all of its employees and shall indemnify S4C (for itself and on behalf of any Successor Company) against all direct claims, costs, demands, liabilities and expenses (including legal expenses) arising from any claim whatsoever by or on behalf of any current or former employee of the Company or person who is or has at any time been engaged in the provision of the Services prior to the Termination Date or otherwise. The Company shall within a period of six (6) months prior to the expiry of this Agreement or following notification by S4C to the Company of its intention to terminate or re-tender this Agreement: provide to S4C promptly and at no cost full and accurate details regarding the number, identity, age, sex, length of serve, job title and terms and conditions of employment, which shall include all employee liability information under Regulation 11 TUPE, in respect of and other matter affecting any person employed or engaged by the Company in the provision of the Services (Company Assigned Employees) who it is expected, if they remain in the employment of the Company until immediately before the Termination Date, would be Relevant Employees (Retendering Information); notify S4C forthwith in writing of any material changes to the Retendering Information as and when such changes arise; be precluded from making any increase or decrease in the numbers of Company Assigned Employees without the prior written consent of S4C (such consent not to be unreasonably withheld); be precluded from transferring any of the Company Assigned Employees to another part of its business or moving other employees from elsewhere in its business who have not previously been employed or engaged in providing the Services without the prior written consent of S4C (such consent not to be unreasonably withheld); and be precluded from making any increase in the remuneration or other change in the terms and conditions of employment of the Company Assigned Employees without the prior written consent of S4C (such consent not to be unreasonably withheld). The Company shall indemnify and keep indemnified in full S4C and/or any Successor Company against all losses arising from any claim by any party as a result of the Company failing to provide or promptly to provide S4C with any Retendering Information or failing to provide full Retendering Information or as a result of any material inaccuracy in or omission from the Retendering Information. Assignment and Sub-Contracting This Agreement is personal to the Company. Accordingly, the Company shall not assign, novate, sub-contract or otherwise dispose of its rights or obligations under this Agreement or any part thereof without the prior written consent of S4C which may be withheld or refused in S4Cs reasonable discretion. Force Majeure "Force Majeure" shall mean any of the following events or circumstances: fire, flood, national calamity, riot, pandemic or endemic and associated restrictions, act of God, act of terrorism, war or armed conflict, the enactment of any act of parliament which changes S4Cs status as broadcaster or any direction to S4C by Ofcom. If an event of Force Majeure occurs the party affected shall notify the other party thereof in writing without delay and, to the extent that any inability to observe or perform any obligation under this Agreement results from that event of Force Majeure, performance of the obligations so affected shall be deemed to be suspended from the date of service of such notice until such inability is removed or until earlier termination of this Agreement in accordance with clause 17.3. Both parties undertake to use reasonable endeavours to minimise and reduce any period of suspension and all costs and expenses occasioned by an event of Force Majeure. If an event of Force Majeure occurs and continues for a period of thirty (30) days or more S4C shall have the right to terminate this Agreement on notice in writing to the Company. Set-off S4C shall have the right to set off any and all monies due it from the Company against any amount owed by S4C to the Company whether under this Agreement or any other agreement between the parties, or as a result of any settlement or judgment under which damages or indemnity in connection with this Agreement are due, whether such debt is owed now or at any time in the future, whether it is liquidated or not and whether it is actual or contingent. Any exercise by S4C of its rights under this clause will not prejudice any other right or remedy available to it, whether under this Agreement or otherwise. Notices Any notice given or made under or in connection with this Agreement shall be in writing and shall be given or made to the recipient named in clause 17.3. Every notice addressed in accordance with the provisions of clause 17.3, shall be deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the recipient party, if sent by prepaid first class post, two (2) Working Days after the date of posting, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Working Day or after 5.30pm on a Working Day, such notice shall be deemed to be given or made at 9.00am on the next Working Day. S4C Marked for the attention of: Elin Morris Address: S4C, Canolfan S4C Yr Egin, Carmarthen SA31 3EQ The Company Marked for the attention of: [ ] Address: Nothing in this clause 17 shall be interpreted or construed as an agreement on the part of S4C to accept service of any legal proceedings by facsimile or email. Remedies and Waiver No waiver by a party of any breach of any of the provisions in this Agreement shall be effective unless given in writing. Failure or delay by any party in exercising any right, power or remedy of that party under this Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by any party of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy. S4Cs rights powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. Any waiver of any breach of or default under any terms of this Agreement shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement. Announcements and Confidentiality The Company shall use the S4C Confidential Information solely for the purposes of performing its obligations under this Agreement and subject to the provisions of clause 19.2 shall not disclose the S4C Confidential Information to any person other than in confidence and on a strictly need to know basis to the Staff and the Company shall take all such steps as S4C may reasonably require to enforce any such obligations of confidentiality against any Staff. The restrictions on disclosure contained in clause 19.1 shall not apply to any information which: is in or enters the public domain other than as a consequence of, any breach of the restrictions on disclosure by the Company or any Staff; or, is required to be disclosed by law or by any regulatory body with whose rules the parties are required to comply provided that, to the extent it is legally permitted to do so, the Company gives S4C as much notice of such disclosure as possible. On termination of this Agreement, the Company shall: return to S4C all documents and materials (and any copies) containing, reflecting, incorporating or based on the S4C Confidential Information; erase all S4C Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and certify in writing that it has complied with the requirements of this clause, provided that the Company may retain documents and materials containing, reflecting, incorporating or based on the S4C Confidential Information to the extent required by law or any applicable regulatory body. Except as expressly stated in this Agreement, S4C makes no express or implied warranty or representation concerning the S4C Confidential Information. S4C reserves all rights in the S4C Confidential Information. No rights in respect of the S4C Confidential Information other than those expressly stated in this Agreement are granted to the Company, or are to be implied from this Agreement. The provisions of this clause 19 shall continue to apply after the termination of this Agreement. Data Protection and FOIA All Personal Data provided to S4C by the Company in connection with the provision of the Services may be processed by S4C in accordance with the Data Protection Laws and the use intended to be made by S4C of the provision of the Services. The Company shall secure the consent of all relevant individuals or confirm the lawful basis to the processing of their Personal Data for this purpose. All Personal Data supplied to S4C shall be processed in compliance with S4Cs data protection policy in force from time to time. 20.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 20.2 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws. 20.3 The parties acknowledge that for the purposes of the Data Protection Laws, S4C is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Laws). Schedule 5 sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data (as defined in the Data Protection Laws, Personal Data) and categories of Data Subject. 20.4 Without prejudice to the generality of clause 20.2, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under this agreement: 20.4.1 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by S4C, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 20.4.2 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential, that they are reliable and understand the Companys contractual obligations to S4C; 20.4.3 not transfer any Personal Data outside of the United Kingdom unless the prior written consent of S4C has been obtained and the following conditions are fulfilled: 20.3.3.1 S4C or the Company has provided appropriate safeguards in relation to the transfer; 20.4.3.2 the data subject has enforceable rights and effective legal remedies; 20.4.3.3 the Company complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and 20.4.3.4 the Company complies with reasonable instructions notified to it in advance by S4C with respect to the processing of the Personal Data; 20.4.4 assist S4C, free of charge, to respond to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 20.4.5 notify S4C without undue delay and no later than within 24 hours on becoming aware of a Personal Data breach; 20.4.6 at the written direction of S4C, delete or return Personal Data and copies thereof to S4C on termination of the agreement (subject to the Companys legal and regulatory retention requirements as detailed in its Privacy Notice, a copy of which is appended to this agreement at Schedule 6). 20.4.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 20.4.8 and allow for audits by S4C or S4C's designated auditor; and 20.4.8 appoint a data protection officer if required to do so under the Data Protection Laws or if requested by S4C. 20.5 S4C does not consent to the Company appointing any third party processor of Personal Data under this agreement. 20.6 S4C may, at any time on not less than 30 days notice, revise this clause 20 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement). The Company acknowledges that S4C is a public body subject to the requirements of the FOIA and the Regulations and shall assist and co-operate with S4C to enable S4C to comply with its obligations thereunder and in connection therewith the Company shall and shall procure that the Staff shall: provide S4C with a copy of all relevant information in its possession or power in the form that S4C requires; and provide all necessary assistance as reasonably requested by S4C to enable S4C to respond to a request for information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Regulations subject to reasonable advance notice in writing by S4C to the Company (the reasonableness of the notice to be judged in the context of the statutory timeframe for the provision of the information). S4C shall be responsible for determining whether the information: is exempt from disclosure in accordance with the provisions of the FOIA or the Regulations; or is to be disclosed in response to a request for information, and in no event shall the Company respond directly to a request for information unless expressly authorised to do so by S4C on behalf of S4C. The Company acknowledges that S4C may be obliged under the FOIA, or the Regulations to disclose information or may decide that allowing a particular request for information will serve the public interest more than rejecting the request pursuant to any applicable exemption. S4C will consult with the Company where practicable and take its views into account. Where the Companys views conflict with S4Cs legal advice nothing in this Agreement shall prevent S4C from acting in accordance with legal advice received by it. The Company shall ensure that all information produced in the course of performing its obligations under this Agreement or relating to this Agreement is retained for disclosure and shall permit S4C to inspect such information as requested from time to time. 21. Prevention of Corruption and Fraud 21.1 The Company shall not offer or give, or agree to give, to S4C or any other public body or any person employed by or on behalf of S4C or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any improper act in relation to the obtaining or execution of the Agreement or any other contract with S4C or any other public body, or for showing or refraining from showing favour or disfavour to any person in relation tothe Agreement or any such contract. 21.2 The Company warrants that it has not paid commission or agreed to pay commission to S4C or any other public body or any person employed by or on behalf of S4C or any other public body in connection with the Agreement. 21.3 The Company shall take all reasonable steps to prevent Fraud by the Company and/or its Staff (including its shareholders, members, directors) in connection with the receipt of monies from S4C and shall notify S4C immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. 21.4 If the Company, its Staff or anyone acting on the Companys behalf, engages in conduct prohibited by clauses 21.1 or 21.2 and/or commits Fraud in relation to this or any other contract with S4C, S4C may: terminate the Agreement and recover from the Company the amount of any loss suffered by S4C resulting from such termination, including the cost reasonably incurred by S4C of making other arrangements for the supply of the Services and any additional expenditure incurred by S4C throughout the remainder of the Term; and/or recover in full from the Company any other loss sustained by S4C in consequence of any breach of those clauses. 22. Construction 22.1 It is agreed that the Company enters into this Agreement and undertakes its obligations as an independent contractor and nothing in this Agreement shall imply any form of partnership or joint venture as between S4C and the Company and neither party shall hold itself out as the agent for the other party. 22.2 The Company undertakes and agrees that all contracts relating to the provision of the Services shall be entered into by the Company as a principal and that S4C shall not have any liability as an undisclosed principal of the Company and that the Company shall not pledge the credit of S4C or enter into any contractual arrangement on its behalf. 22.3 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective and such severance shall not in any way affect any other provision of or the validity or enforceability of this Agreement. 22.4 With the exception of statements made fraudulently, this Agreement sets out the entire agreement between the parties hereto in connection with the subject matter hereof and supersede all prior agreements and undertakings relating to the provision of the Services and no party has relied upon any representation save for a representation expressly set out in this Agreement. 22.5 This Agreement does not create or confer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to this Agreement. 22.6 No variation to this Agreement shall have any force or effect unless in writing and signed by duly authorised representatives of the parties. 22.7 This Agreement shall be construed as agreements made in Wales and subject to the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales. SIGNED by a duly authorised signatory for and on behalf of S4C Signature Name Signed by acting by its authorised signatory: SIGNED BY NAME Date SCHEDULE 1 SERVICES S4C has a Group Personal Pension Scheme with AEGON. Historically, S4C staff were offered membership of the Ofcom (Former ITC) Pension Plan, a defined benefits scheme (the DB Scheme). This was closed to new members in 1996 and the accrual of benefits for active members ceased in 2011. Some of S4Cs current workforce are members of this scheme as deferred pensioners. The Company will undertake the following as part of providing the Services to S4C in respect of S4C Employees: providing the interface between S4C/its employees and the group scheme and its provider from time to time; dealing with group scheme administration, such as enrolling new members in the group scheme where required by S4C and providing them with scheme documentation and processing changes in members personal details or instructions; advising new Employees of S4C on their pension options and processing any pension switches or transfers; providing investment advice to S4C Employee members on their choice of funds within the group scheme and processing any fund switches; providing individual reviews as required, such as existing fund review reports, retirement options reports and lifetime allowance reports; advising and assisting S4C Employee members on their pension options when leaving S4C and processing their options where applicable; advising and assisting S4C Employee members in connection with their retirement from S4C, including advising on the drawing of benefits and processing the payment of benefits; providing general pension regulatory updates to S4C Employees on matters which may affect them; alerting S4C to any pension regulatory changes which may affect it, advising on their implications and assisting with implementing any changes which may be required; ensuring that any group scheme documentation issued to S4C Employees are updated and remain compliant with tax and legislative provisions; assisting S4C Employee members with miscellaneous pension enquiries and assisting in resolving any pension-related problems; assisting S4C with compliance with the auto-enrolment requirements; and from time to time, reviewing and benchmarking the provider of S4Cs group scheme, making recommendations to S4C and assisting with implementing any change of provider. The Services will include attending site visits at all S4Cs offices from time to time, including its offices in Cardiff, Carmarthen and Caernarfon, and conducting one-to-one meetings with S4C Employee members, as well as providing general S4C Employee presentations where appropriate. Written material will include individual written reports as well as issuing standard scheme packs to S4C Employee members. The Services will also include attending meetings with S4C personnel responsible for S4Cs pension matters. The Company is not expected to advise S4C Employees in relation to the DB Scheme, but a working knowledge of members entitlement under the DB Scheme may be required in order to provide holistic advice to S4C Employee members on their pension situation. For the avoidance of doubt, the Company will not provide advice in respect of transfers from the DB Scheme. The Company will be required to advise those retiring or leaving S4C on their pension options and on the claiming of benefits, but otherwise will not be expected to advise any members who are no longer employed by S4C. S4C (or an appropriate third party appointed by S4C) will: Continue to run the payroll/contribution side of the scheme, which will include: auto enrolling eligible members; deducting contributions from pay (or via Salary Exchange); uploading the data file to the pension provider; and making payment to the pension provider within the required timescales. S4C will advise the Company of any new S4C Employee who is employed by S4C and also any S4C Employee who leaves S4C. SCHEDULE 2 WARRANTIES The Company represents, warrants and undertakes to S4C as follows: it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted; it has the power, to enter into and to exercise its rights and to perform its obligations under this Agreement; no claim is presently being assessed and no litigation, arbitration or administrative proceedings is presently in progress or, to the best of the knowledge of the Company, pending or threatened against it or any of its assets which is significant and will or is likely to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement; it is not subject to any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement; no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Company threatened) for its windingup or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues; in the provision of the Services the Company shall not and shall procure that the Staff shall not infringe any rights of any person or do any act that is libellous or blasphemous or defamatory or contravene the provisions of any Applicable Laws; the Company has in place or will from the Effective Date have in place adequate technical and organisational security measures, including database software and equipment, governing the processing of the Personal Data and the working practices of any employees involved in such processing in accordance with the requirements of the Data Protection Laws. SCHEDULE 3 KEY PERSON SCHEDULE 4 FEE Fee (fixed for the Term): Payment instalments: In the event of a material change in the number of S4C Employee members during a Quarter, either party may request a subsequent adjustment to the Fee for that Quarter to reflect such change on a fair and proportionate basis. Scheme Level Fe SCHEDULE 5 Processing, Personal Data and Data Subjects Processing by the Company Scope Data processing in accordance with the terms of this Agreement. Nature Pension advice between the Company and S4C Employees. Purpose of processing Enabling the Company to provide pension advice to S4C Employees. Duration of the processing For the duration of the Term and thereafter in accordance with the Companys privacy policy to be approved by S4C. Types of personal data Personal details including: Names, telephone numbers, date of birth, email addresses, home addresses, job titles. Special Category Data including: health information, medical information, gender. Financial information including: income, assets and liabilities, savings, investments, pension. 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