General Terms & Conditions of Contract

Updated 31 July 2025

1. Definitions

Advertiser means any person firm or company who, acting as a Principal, gives an Order.

Advertising means advertising content and any other advertising media to be provided to BMO to be shown on the Screens.

Advertising Agency’ means any person, firm, company or outdoor specialist recognised as an Advertising Agency by BMO and who, acting as a Principal, gives an Order.

Advertising Airtime means the amount of screen time on the Screen(s) devoted to the Principal for Advertising in accordance with the Agreement.

Agent means any person firm or company appointed by a Principal to administer an Or-der.

Agreement means this agreement, which consists of these terms and conditions, the Schedule and any other document expressly incorporated by reference into this Agree-ment (including any Order).

Back-up means the static or video content supplied by the Principal to be played in the event that the Advertising has not been tested or cannot be tested in sufficient time.

BMO means Bauer Media Outdoor UK Limited (a company registered in England and Wales with company number 00950526), which accepts an Order and shall include Bauer Media Outdoor UK Limited’s successor in title and assigns.

Fees means the fees referred to in the Order and such other fees as agreed between the parties to be paid in accordance with this Agreement.

In Charge Date means the date from which the display shall commence as specified in the Order.

Intellectual Property Rights means copyright, moral rights, patents, trade marks, trade names, service marks, design rights, database rights, rights in goodwill, rights in undis-closed or confidential information (such as know-how, trade secrets), and other similar or related intellectual property rights (whether registered or not) and applications for such rights anywhere in the world.

Landlord means the person, firm or company with whom the Contractor has a conces-sion agreement, lease, licence and other agreement for the exploitation of advertising rights.

Materials means any artwork assets, designs, Advertiser products, posters, digital files, PDF or JPG (for digital) proofs, posting instructions or physical components required by BMO to deliver the Order.

Order means an order which incorporates these General Terms and Conditions of Con-tract given by a Principal to and accepted by BMO for the display of Advertising.

Principal means any Advertiser or Advertising Agency and shall include their successor in title and assigns who gives an order as the Principal to BMO and as such is liable for pay-ment for display of Advertising.

Screen(s) means the screen(s) on which Advertising (digital, static or scroller) is dis-played, situated at the Sites.

Site(s) means BMO’s advertising panel or location for the campaign or Screens.

Specification means the specifications provided by BMO to the Principal from time to time and available here.

Working Day means any day from Monday to Friday (inclusive) which is not a public or bank holiday.

Working Hours means 09:00 to 17:30 on a Working Day.

2. Appointment

2.1 The Principal grants BMO a limited, non-exclusive licence to use, transmit, reproduce, dis-tribute, perform and display in whole or in part the Advertising to allow BMO display such Advertising on the Screens at the Sites through Advertising Airtime as provided in this Agreement.

3. Obligations of BMO

3.1 BMO shall be responsible at its own cost for the operation, maintenance, cleaning and repair of the Screens and shall take responsibility for insurance cover in respect of the Screens. BMO shall pay all business rates (where applicable) and any other outgoings arising directly from the Screens at the Sites including electricity, telecommunications and all applicable running costs incurred by operating the Screens during the term of this Agreement.

3.2 BMO shall schedule the Advertising as mutually agreed with the Principal and shall exe-cute any tactical content updates to the Advertising on the Screens as and when required and requested to do so with reasonable prior notice from the Principal during Working Hours or as agreed between the parties from time to time. The parties agree that for this clause 3.2, four (4) hours during Working Hours shall be viewed as reasonable notice. Oth-er than provided for in this clause 3.2 BMO shall not make any alterations to the Advertis-ing without the prior consent of the Principal.

3.3 Under this Agreement the parties acknowledge that BMO is obliged to pay agency and specialist fees and commissions in accordance with the industry standard percentages. Further information on this can be located in BMO’s “Commissions” statement on its website.

4. Obligations of Principal

4.1 The Principal shall be responsible for the payment of Fees in accordance with clause 6 (and any other payments if applicable) and shall be deemed to have full authority in all matters connected with the booking of Advertising and the approval or amendment of the Advertising including without limitation if acting on behalf of a third party advertiser.

4.2 The Principal shall bear all the risk associated with providing the Advertising to fill the Ad-vertising Airtime and shall be liable for payment of the Fees in any event if such Advertis-ing is not provided in accordance with this Agreement.

4.3 The Principal shall ensure (and shall be solely liable for ensuring) that the Advertising con-forms in all material aspects with all relevant codes and laws of advertising laid down whether on a statutory, legal or a self-regulatory basis (including but not limited through the ASA and OFCOM) and shall ensure that the Advertising displayed on the Screens shall not contain any material that is defamatory, offensive, libellous or blasphemous or which infringes the statutory or common law right of third parties, including without limi-tation, Intellectual Property Rights. The Principal will inform BMO at the time of booking if the Advertising content includes any moving images. The Principal will also inform BMO at the time of booking if the Advertising is for the purposes of promoting an HFSS product, as measured by the Department of Health and Social Care nutrient profiling model. BMO may inform the Principal if BMO has any concerns in relation to the matters covered by this clause 4.3 which the Principal must promptly consider and use its best endeavours to satisfy BMO’s concerns. In any event BMO (acting reasonably) reserves the right to refuse to display and/ or remove any Advertising during Advertising Airtime on the Screens if BMO deems this an appropriate action or if BMO is instructed to do so by any statutory, legal or regulatory body.

4.4 In addition to clause 4.3, the Principal shall be responsible for obtaining and paying for all necessary licences and consents for the display of Advertising and/or any copyright ma-terial contained in the Advertising or the appearance of any person in the Advertising.

4.5 The Principal warrants, represents and undertakes that the Advertising shall comply with clauses 4.3 and 4.4 above. The Principal further warrants, represents and undertakes that all Advertising shall be delivered to BMO in strict accordance with the Specification.

4.6 The Principal agrees that the Advertising shall not include any code, tag, image, or device of any kind which enables viewers of the Advertising to interact with the Advertising via mobile technology or other wireless means, nor shall such device be attached, affixed or installed onto or in the Screens, without BMO’s consent (which may be conditioned as BMO considers appropriate).

5. Provision of Advertising Content and use of the Screens

5.1 Subject to clause 5.2, the Principal warrants, represents and undertakes that the Materials shall be delivered to BMO in accordance with the Specifications including the deadlines specified therein.

5.2 The deadlines specified in the Specifications may only change if the parties mutually agree otherwise in writing. Notwithstanding the deadlines, certain locations have unique content requirements and timings. If these are applicable to the Principal, the Principal will be informed at the time of booking.

5.3 In the event that any Advertising is not delivered on time, in a correct format or otherwise not in accordance with the Specification then BMO shall use reasonable endeavours to meet the display deadline but reserves the right to show alternative advertising or leave vacant such advertising space. In circumstances where BMO is able to meet the display deadline, the Principal agrees it shall be liable to pay the Fees and any additional posting fees reasonably incurred by BMO in meeting the deadline. In circumstances where BMO is unable to meet the display deadline, the Principal agrees it shall be liable to pay the Fees in any event.

5.4 BMO, upon reasonable request from the Principal, shall reformat any original creative work supplied by the Principal to BMO for fees to be agreed at the relevant time. The Principal acknowledges that it may not at times be possible for BMO to reformat such creative work in the manner which is required but BMO shall notify the Principal of the same and both parties will act in good faith to attempt to achieve the best results possible.

5.5 The Principal acknowledges and accepts that if BMO has attempted to reformat creative work but is unable to reformat creative work in time for the scheduled display, such display may be displayed late and the fee charged for the reformatting shall not be refunded.

5.6 When the Principal is entitled to a change of Advertising without separate charge and stipulates a time on a date upon which such change should commence, BMO shall com-plete such change as soon as reasonably possible from the stipulated time on the appli-cable date provided that BMO has received the Advertising in accordance with clause 5.1 above. Unless otherwise agreed by the Principal BMO shall not commence such change before the stipulated time on the applicable date.

5.7 It is further agreed that:

5.7.1 The Principal must specify at the time of booking in writing its preferred schedule for the Advertising Airtime and these timings must correspond with the Specification. The Ad-vertising shall be displayed in accordance with the times agreed between the parties. The Principal acknowledges that there may be a time delay between the Principal submitting live feed data to BMO and BMO receiving it, and that live data content may not be dis-played immediately after submission to BMO.

5.7.2

(a) Without prejudice to clause 15.2, if Advertising is timely delivered by the Principal and/or is delivered in accordance with the Specification but such Advertising cannot display in accordance with the applicable timetable and/ or at the Sites (or any one of the same) for operational reasons and if alternative options are available BMO shall inform the Principal and offer to the Principal available sub-stitute dates, times and/or sites that are of a similar quality and value in BMO’s sole opinion. If the Principal refuses such substitute dates, times and/or sites ei-ther party may terminate this Agreement in writing in part to the extent that such affected bookings are no longer available. BMO shall not be liable for any credits or refunds if the Principal refuses such substitute dates, times and/ or sites and elects to terminate this Agreement in part.

(b) The Principal acknowledges and agrees that there may be occasions when BMO shall be obliged to make a scheduled Storm Site available during the term of this Agreement to accommodate a complex campaign. If alternative options are available, BMO shall inform the Principal and offer to the Principal available sub-stitute dates, times and/or Storm sites that are of a similar quality and value to the scheduled Storm Sites in BMO’s sole opinion. If the Principal refuses such substitute dates, times and/or sites either party may partially terminate this Agreement in writing solely to the extent that such affected bookings are no longer available. BMO shall not be liable to pay any credits or refunds if the Princi-pal refuses such substitute dates, times and/or Storm sites and elects to termi-nate this Agreement in part.

5.7.3 If the Principal so requests within thirty (30) days after the last date of the display of the Advertising, BMO will return the Advertising to the Principal at the Principal’s sole cost and expense in the form that it was submitted to BMO. If the Principal does not so request, BMO may at its sole option: (a) dispose of the Advertising at any time after such 30 day period following the last display date of the Advertising; or (b) keep such Advertising as it deems fit for BMO’s own archiving purposes.

5.7.4 In the event of an emergency situation in BMO’s opinion or if requested by a governmen-tal body or authority BMO reserves the right to display public announcements on the Screens which may or may not interfere with the scheduling of Advertising agreed be-tween the parties. If such public announcements do interfere with the Advertising sched-uling, BMO will use reasonable endeavours to either offer the Principal a suitable alterna-tive schedule or a credit against any future display (subject to availability), at its discretion.

6. Payments

6.1 The Fees are for use of Advertising Airtime and space only and do not include charges for creation, design, production and/or delivery of Advertising. All additional charges in con-nection with any additional services provided by BMO shall be agreed to in writing by the parties and such matters shall be governed by the terms of this Agreement. All Fees and additional charges are exclusive of VAT which will be charged where applicable.

6.2 Unless otherwise mutually agreed, invoices shall be sent to the Principal’s address and the Principal shall pay the Fees within 30 days of BMO’s invoice, or, if required, shall pay the Fees in advance. Any queries regarding invoices must be submitted to BMO’s Accounts department in writing within 14 days of the date of the invoice.

6.3 BMO shall be entitled to charge interest on any amount not paid when due under this Agreement at the rate of 4% above Barclay’s Bank base rate in force from time to time from the due date of payment until the actual date of payment.

6.4 BMO shall pay all relevant agency commission fees in accordance with clause 3.3.

7. Cancellations

7.1 For the avoidance of doubt, BMO will not accept any cancellations of Advertising display in October, November and December. The Principal will be liable for full payment for or-ders in these months.

7.2 Subject to 6.1 above and subject to any special terms agreed in any Order relating to can-cellation, all Agreements and subsequent contracts may be cancelled by either party by 3 months’ written notice given at any time. In the event of notice being given after the start of the 3rd month before the date on which the display is due to commence the Agree-ment shall then be cancellable at corresponding monthly intervals. In all cases where 3 months’ notice is given by the Principal after the start of the 3rd month before the date on which the display is to commence the Principal shall pay the rate applicable to the period of display. Provided always that in the event of a Principal giving notice to cancel a display out of the timeframes specified herein BMO will accept such a notice on payment of the following percentages of the total gross contract price, namely:

Days’ notice of cancellation

For Digital Campaigns

More than 90 days’ notice – 0%

Less than 90 but more than or equal to 75 days’ notice – 0%

Less than 75 but more than or equal to 60 days’ notice – 0%

Less than 60 but more than or equal to 45 days’ notice – 0%

Less than 45 but more than or equal to 30 days’ notice – 70%

Less than 30 but more than or equal to 14 days’ notice – 90%

Less than 14 days’ notice – 100%

For Classic Campaigns

More than 90 days’ notice – 0%

Less than 90 but more than or equal to 75 days’ notice – 15%

Less than 75 but more than or equal to 60 days’ notice – 30%

Less than 60 but more than or equal to 45 days’ notice – 40%

Less than 45 but more than or equal to 30 days’ notice – 70%

Less than 30 but more than or equal to 14 days’ notice – 90%

Less than 14 days’ notice – 100%

7.3 In all circumstances and on all occasions where Agreements have been cancelled for whatever reason BMO reserves the right in its sole discretion to resell the Advertising Air-time to any principal without reference to any party.

8. Credits

8.1 Subject always to clause 9, if applicable, if BMO provides the Principal with an incorrect Specification and BMO has not corrected such error by submitting to the Principal the correct Specification within a reasonable time to allow the Principal to ensure Advertising is delivered to BMO in accordance with the correct Specification timely prior to display, BMO may make available a credit to the Principal equivalent to the value of the Advertis-ing so affected. For the avoidance of doubt, a failure in a Screen’s functionality due to a third party failure to supply electricity shall not constitute a breach on the part of BMO and no credit shall be due in this respect. In the event that the Principal is an Advertising Agency acting on behalf of an advertiser, the Principal warrants and undertakes to pass such credit (if applicable) onto its client.

8.2 The Principal must submit all claims for credit under the terms herein to BMO in writing within 21 days following the end of the period of display noted on the relevant invoice with sufficient information to enable BMO to consider the claim. BMO shall not be required to consider any claim submitted after the due date. BMO will only consider a credit claim if it has been notified of a fault or matter giving rise to a credit in accordance with the terms herein.

8.3 BMO does not guarantee continuous error-free display over 95% in respect of digital dis-plays.

9. Warranties and Indemnity

9.1 In addition to any other rights provided under this Agreement BMO shall have the right to see Advertising prior to commencement of display and shall have the right to refuse to display or continuing to display any Advertising for any reason including but not limited to Advertising which does not comply in all respects with the Principal’s warranties and un-dertakings detailed in this Agreement and/or which differs in any material respect from the Advertising specified at the time of booking or Specification or subsequently changed without the approval of BMO.

9.2 The Principal shall indemnify, keep fully indemnified and hold harmless BMO against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabili-ties arising from or in connection with the Principal’s negligence or any breach by the Principal of this Agreement or in any manner whatsoever arising (including but not limited to any such actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any third party claim).

10. Limitation of Liability

10.1 Nothing in this Agreement shall exclude or limit a party’s liability for: (i) death or personal injury arising from its negligence; (ii) fraud; or (iii) fraudulent misrepresentation.

10.2 Nothing in this Agreement shall limit the Principal’s liability under the indemnity set out in clause 9.2.

10.3 Subject to clause 10.1, neither party shall be liable to the other for any indirect loss or dam-age of whatever nature and howsoever caused.

10.4 Subject to clause 10.1 and 10.3, BMO’s total liability to the Principal in respect of an Order shall not exceed 100% of the Fees paid or payable in respect of that Order.

10.5 Subject to clause 10.1, 10.2 and 10.3, and without prejudice to the Principal’s obligation to pay the Fees, the Principal’s total liability to BMO in respect of an Order shall not exceed 100% of the Fees paid or payable in respect of that Order.

11. Non-display of Advertising on Screens

11.1 BMO shall inspect any faulty or damaged Screen as soon as reasonably practicable fol-lowing becoming aware of such fault or damage. BMO agrees to act in good faith to ensure that any faulty or damaged Screen is returned to full working order as soon as is reasona-bly practicable. BMO shall not be liable for any credits to the Principal for the duration that a Screen remains damaged or faulty if remedied within a reasonable period (which, for these purposes, means within 48 hours of becoming aware of the fault) or as a result of a Force Majeure Event.

11.2 In addition to the foregoing, in the event that the Advertising forms part of a dynamic campaign:

11.2.1 The Principal shall ensure that materials such as SWF files, shall be delivered to BMO in time to allow for 8 days of testing before the In Charge date, unless the parties agree oth-erwise.

11.2.2 The Principal shall provide suitable Back-Up materials, embedded in the relevant dynamic file, to BMO, for display in the event of failure of the dynamic content.

11.2.3 The Principal undertakes to inform BMO of the scope of the campaign and to keep BMO informed of any changes to the scope and detail of the campaign and provide BMO with such details relating to the campaign as it may request to enable BMO to deliver the agreed Order. If the Principal should wish to change the scope or detail of the campaign, it shall discuss such changes with BMO, giving BMO at least 8 Working Days’ notice in ac-cordance with 5.1 above.

11.2.4 In the event that the Principal wishes to be responsible for moderating any material dis-played on the Screens, the Principal undertakes to sign BMO’s form of moderation agreement;

11.2.5 The Principal acknowledges and agrees that BMO has no control over elements to a dy-namic campaign which are provided by third parties, such as data sources and data communications providers and that BMO shall not be liable for any failures to the Adver-tising or display arising out of failures from such third party sources.

12. Termination

12.1 BMO may terminate this Agreement by giving written notice to the Principal if the Princi-pal commits any material breach of any of the provisions of this Agreement and either:

12.1.1 the breach is not capable of remedy; or

12.1.2 if the breach is capable of remedy (including but not limited to where the Principal has failed to pay the Fees within the required time periods), and the Principal fails to remedy it within 3 days after receiving a written notice from BMO containing full particulars of the material breach requiring it to be remedied.

12.2 BMO may terminate this Agreement immediately if BMO is required to do so pursuant to any agreements it has with any Landlord or any other applicable third party.

12.3 If during this Agreement any Screen at any Site shall be validly declared by any govern-ment, planning, health and safety, traffic or judicial authority to be illegal then in the event that within a period of 7 days of receipt by the Principal from BMO of written notice of such declaration the parties fail to agree a variation of the terms of this Agreement which, in the sole opinion of BMO both cures the illegality and preserves the commercial viability of the Agreement, then BMO may without liability terminate the Agreement by notice in writing to the Principal.

12.4 Either party may terminate this Agreement forthwith by notice in writing to the other par-ty if the other party enters into liquidation or dissolution otherwise than for the purpose of an amalgamation or reconstruction, save in circumstances approved by the first party; or the other party ceases to carry on business, has a receiver or administrator appointed over all or any part of its assets or undertakings, enters into any competition or arrange-ment with its creditors or takes or suffers any similar action in consequence of a debt or other liability.

12.5 Termination of this Agreement by either party and for any reason shall be without preju-dice to any rights that may have accrued as at the date of such termination.

13. Confidentiality & Publicity

13.1 During the period of this Agreement the parties shall use all reasonable endeavours to en-sure that the details of this Agreement and any proprietary information or confidential in-formation relating to the business, products, accounts, finance or contractual arrange-ments or other dealings, transactions, Intellectual Property Rights, technical information or trade secrets of the other party is not disclosed to any other person, firm or corpora-tion.

13.2 Unless requested not to do so in writing by the Principal, BMO may share images of the Advertising displayed at the Sites and identify the Principal and/or Advertiser on its web-site and social media channels or otherwise use images or other footage of the Advertis-ing in its promotional materials.

14. Data Privacy

14.1 All terms used in this clause 14 which are not otherwise defined in the Schedule to this Agreement shall have the meaning ascribed to them in the GDPR unless otherwise stated or self-evident from the context.

14.2 The parties acknowledge that, the processing of Personal Data in the context of this Agreement:

14.2.1 is limited to Personal Data which is necessary for conducting business with any third party (e.g. contact details such as names, email addresses and/or phone numbers);

14.2.2 is incidental to facilitate the communication between the parties to conduct business only; and

14.2.3 neither forms part of the Agreement, nor constitutes the subject-matter of this Agree-ment.

14.3 Each party shall be an independent Controller in respect of the Personal Data it processes under this Agreement and, as an independent Data Controller, each party shall comply with their respective obligations under applicable Privacy Laws and shall not, as far as is reasonable, do anything or permit anything to be done which has the effect of placing the other party in breach of applicable Privacy Laws.  

14.4 Each party shall provide evidence of compliance to the other party upon request.

14.5 The parties shall at all times have in place appropriate technical and organizational securi-ty measures so that Personal Data is protected against unauthorised or unlawful Pro-cessing and against a Data Breach.

14.6 In the event that BMO is assessed to be a Processor in the context of this Agreement, such processing shall be governed by the Privacy Laws and the Data Processing Adden-dum included at the Schedule to this Agreement.

15. Assignment and Novation

15.1 Except as provided herein, neither the Contractor nor the Principal may assign, transfer, charge or part with all or any of its rights and/or obligations under the Agreement save as set out in this clause.

15.2 The Principal:

15.2.1 agrees and acknowledges that the Contractor shall be entitled at any time to assign or transfer all or any of its rights or obligations under the Agreement to the extent that such rights or obligations relate to the display of Advertisement Copy on the Landlord’s prop-erty; and

15.2.2 shall, at the Contractor’s request and expense, cooperate with the Contractor to procure the novation of the Agreement to the Landlord or any other party nominated by the Landlord on such terms as the Contractor may require in relation thereto and shall exe-cute such documentation and take such other action as the Contractor may request in relation to such novation.

15.3 If the Principal is an Advertising Agency, it shall not assign this Agreement except to an-other agency which succeeds to its business of representing the advertiser and provided the successor agency assumes all the Principal’s obligations hereunder. If the Principal is an advertiser not acting through an agency, it shall not assign this Agreement nor shall the Principal be substituted by an agency or advertiser to another advertiser, it being acknowledged and agreed that this Agreement is personal to the Principal.

16. General

16.1 Any delay or failure by either party to perform hereunder as a result of employment dis-pute, law, government action or order, acts of God, acts of terrorism or results thereof, or other causes beyond the Principal’s or BMO’s reasonable control as shall be applicable will not constitute a breach of this Agreement, provided that the affected party shall noti-fy the other promptly and use all reasonable endeavours to resolve such cause preventing performance. In the event such affected party is unable to perform its obligations within three months of the date such cause arises, either party shall be entitled to terminate this Agreement immediately on written notice to the other without liability or giving rise to any claim in this regard.

16.2 The parties hereby acknowledge and agree that:

16.2.1 BMO’s obligations hereunder are expressly subject to and subordinate to the terms and conditions of any applicable ground lease, licence, permits and other similar underlying agreements and rights held by BMO and to applicable English laws and regulations (in-cluding without limitation advertising and planning regulations); and

16.2.2 the Screens shall at all times be the sole property of BMO, and the Principal hereby dis-claims any rights whatsoever to make any claim against the same. Notwithstanding any-thing to the contrary herein, BMO may at any time undertake such renovation, refurbish-ment or similar activity on the Screens as BMO considers appropriate without any liability to the Principal. Other than BMO’s obligations to display the Advertising as set forth here-in, the Principal shall have no right whatsoever to approve or control the form or content of any other unrelated advertising content or materials on the Screens or any other BMO property.

16.3 The Principal shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Criminal Finances Act 2017 and Bribery Act 2010 and all Laws applicable to this Agreement administered by the UK Office of Financial Sanctions Implementation or any other relevant national or inter-national entity (including the UN, EU, US and UK) imposing economic sanctions and trade embargoes against designated countries, regimes, entities, and persons (“Relevant Eco-nomic Crime and Sanctions Requirements”). At any time when requested by BMO, a di-rector of the Principal (or the Principal if the Principal is not a company) shall certify in writ-ing that the Principal is in compliance with all Relevant Economic Crime and Sanctions Requirements, and the Principal shall not, via this Agreement, directly or indirectly facili-tate any transaction with or involving, directly or indirectly, a person or entity, that would bring this Agreement in violation of the Relevant Economic Crime and Sanctions Re-quirements. BMO may cancel this Agreement or terminate an agreement with the Princi-pal immediately by giving written notice to the Principal if the Principal is, or BMO reason-ably suspects that the Principal is, in breach of this clause 15.3.

16.4 No failure, delay or neglect by either party to enforce at any time any provision of this Agreement shall be construed as, nor shall it be deemed a waiver of, that party’s right in respect of such provision nor shall it in any way affect the validity of this Agreement nor prejudice that party’s rights to take any subsequent action.

16.5 Except where provided for in this Agreement no variation to this Agreement shall be bind-ing on either party unless in writing and agreed between both parties.

16.6 No person who is not a party to this Agreement shall be entitled to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999 nor shall the consent of any third party be required in respect of any amendment to be made to this Agreement agreed between the parties.

16.7 Any notice to be given under this Agreement shall be in writing unless the parties mutually agree otherwise and shall be deemed to be effectively served if sent by first class regis-tered post to the Principal and to BMO at their respective registered offices.

16.8 This Agreement contains the entire agreement and understanding of the parties and su-persedes all prior agreements, understandings or arrangements (both oral and written) re-lating to the subject matter of this Agreement.

16.9 This Agreement shall be governed and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the courts of Eng-land.

Schedule

Data Processing Addendum
1. Definitions

Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by either party.

Personal Data means any information relating to an identified or identifiable natural per-son (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification num-ber, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Privacy Laws means all applicable laws and regulations relating to the Processing of Per-sonal Data and privacy, including the EU’s General Data Protection Regulation (2016/679/EC) and UK Data Protection Act 2018, and all laws and regulations implement-ing or made under them and any amendment or re-enactment of them. For the avoidance of doubt, any reference to compliance with Data Protection Legislation by a party shall mean compliance with such Data Protection Legislation as, and insofar as, they apply to such party.

Processing means any operation or set of operations which is performed on Personal Da-ta or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consulta-tion, use, disclosure by transmission, dissemination or otherwise making available, align-ment or combination, restriction, erasure or destruction.

2. Data Processing

To the extent that BMO, as part of the Services, processes Personal Data as a Data Pro-cessor, BMO shall:

2.1 process the Personal Data only on behalf of the Principal for the purposes of performing the Services and in accordance with instructions contained in the Agreement or the law-ful instructions received from the Principal from time to time. BMO shall notify the Princi-pal in the event that it becomes aware of any applicable laws (including the Privacy Laws) which prevent BMO from complying with the Principal’s lawful instructions;

2.2 at all times comply with the data security related requirements of Privacy Laws and shall:

2.2.1 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruc-tion, damage, alteration or disclosure; and

2.2.2 take reasonable steps to ensure the reliability of personnel, suppliers and subcontractors who may process Personal Data and ensure that all such personnel are bound by a duty of confidence to maintain the confidentiality of the Personal Data;

2.3 provide reasonable assistance with the Principal’s compliance with any exercise by Data Subjects of their rights under Privacy Laws;

2.4 put in place a process whereby the Principal will be provided with access to a list of sub-processors processing Personal Data in relation to the Services. In the event that the Principal objects to the use of a sub-processor, the Principal shall be entitled to terminate the Agreement by giving written notice to BMO. In relation to such sub-processors, BMO shall ensure that any such processing is carried out in accordance with the requirements of Privacy Laws including ensuring that a contract is in place providing:

2.4.1 sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Privacy Laws;

2.4.2 prohibiting the sub-processor from sharing any Personal Data with any third party with-out the prior authorisation of BMO or from using the Personal Data for any purpose other than as authorised by BMO; and

2.4.3 obligations which are no less onerous than those placed on BMO under this paragraph 2;

2.5 in the event that BMO becomes aware of a Data Breach, notify the Principal of the Data Breach without undue delay;

2.6 provide the Principal with reasonable assistance with the Principal’s obligations under Privacy Laws to notify data protection authorities and / or affected Data Subjects in the event of a Data Breach;

2.7 at the Principal’s request, provide the Principal with such information as the Principal may reasonably request to enable the Principal to demonstrate compliance with its obliga-tions under Privacy Laws, to the extent that BMO is able to provide such information. Such information will include reasonable evidence of the results of any applicable third-party audit commissioned by BMO to verify its information security controls; and

2.8 on termination or expiry of the Agreement, cease processing the Personal Data and delete such Personal Data from its systems (subject to any legal obligation that requires such Personal Data to be retained).

3. Data Transfers

Subject to paragraph 2.4, BMO may transfer Personal Data in connection with the provi-sion of the Services, including to any sub-contractor, and such transfer may be outside the European Economic Area. In such circumstances, BMO will comply with its obligations under Data Protection Laws by:

3.1 taking reasonable steps to ensure the reliability of such sub-contractors and prior to any such transfer will enter into a written agreement with such sub-contractor containing contractual provisions which ensure an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of the Personal Data; and

3.2 complying with the requirement in the Privacy Laws to ensure an adequate level of pro-tection to any Personal Data that is transferred.