Last updated: 31st March 2020
In this Agreement, defined terms shall be as defined in these Terms and Conditions-
Agreement shall mean the contract between the Parties as defined in the Form of Agreement
Buyer shall be Apollo Offshore Engineering Limited, a company registered in Scotland (registration number SC385735) with registered office and principal place of business at Nautilus House, 35 Waterloo Quay, Aberdeen, AB11 5BS (‘Apollo’)
Delivery Date shall be the date set out in the Schedule
Data Protection Legislation means before 25 May 2018 the Data Protection Act 1998 and from 25 May 2018 the General Data Protection Regulations (GDPR)
Delivery Point shall be such place or location as defined by the Buyer or its end client
Form of Agreement shall mean the document entered into between the Parties and creating this Agreement
General Data Protection Regulations means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
Goods shall mean the goods described in the Schedule
Intellectual Property means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including knowhow) and all other intellectual property rights, in each case whether registered or not and including all applications 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
Party or Parties shall mean the Buyer, the Seller or both of them as the context requires
Personal Data shall have the meaning ascribed to it in Data Protection Legislation
Price shall mean the price for the Goods set out in the Schedule
Schedule shall mean the Schedule attached to this document containing, without limitation, details of the Goods and Prices together with any amendments to any or all such dates or Prices as may be expressly agreed in writing by both Parties from time to time
Seller shall be the party named as such in the Form of Agreement and/or Schedule
All instructions, notices, agreements, authorisations, approvals and acknowledgements shall be in writing. All such documentation together with copies of all correspondence and other documentation shall be in English.
Any reference to statute, statutory provision or statutory instrument shall include any re-enactment or amendment thereof for the time being in force.
Unless the context otherwise so requires, words importing the singular shall include the plural and words importing the masculine gender shall include feminine and neutral genders and vice versa.
Unless otherwise expressly stated in the quotation or subsequently agreed in writing by the Parties, the point of sale is considered to be the United Kingdom and the Delivery Point shall be as defined in ICC Incoterms 2010 or as specified by Apollo or its end client.
If Goods are to be delivered in instalments the Purchase Order will be treated as a single contract and not several.
Goods are to be suitably packed and protected to ensure safe consignment to the Delivery Point. The Seller is responsible for all costs of packaging, customs duties, any protective materials, insurances etc as well as for all costs relating to delivery and carriage to the Delivery Point.
Unless otherwise stated in the quotation or subsequently agreed rates for equipment purchase are per unit item. The Price shall be either the figure set out in the Purchase Order or as otherwise expressly agreed in writing by the Parties.
Title and risk to any equipment supplied by the Seller under the terms of this Agreement will remain with the Seller until such time as delivery at the Delivery Point has been completed and full payment has been made.
Any work to be performed under the terms of a Purchase Order issued by the Buyer are expressly governed by the set of terms and conditions contained or referred to within the Buyer’s Purchase Order. The applicability or enforceability of any such other terms and conditions previously issued or agreed are hereby expressly excluded including any such terms and conditions that are contained within any quotation or other documentation issued by the Seller.
The Seller shall not refuse any reasonable request by the Buyer, its representative or its end Client to inspect and test the Goods or to attend any such inspection and/or testing being carried out by the Seller or a third party on the Seller’s behalf during manufacture, processing or storage at the Seller’s premises or at any such other relevant site prior to despatch and the Seller shall provide the Buyer or its representative with adequate facilities and resources necessary for inspection and testing at no additional cost to the Buyer.
If inspection or testing of Goods is to be carried out at the Seller’s or third party premises then the Buyer is to be given a minimum of five (5) working days’ notice for sites located within the UK or a minimum of ten (10) working days’ notice where the site is located outwith the UK.
Any request from the Buyer to dispatch Goods on an urgent or immediate basis does not in any way supersede the Seller’s responsibility to ensure that all inspection and testing requirements are met and complied with unless the Buyer provides formal written notification to the Seller waiving any applicable testing and inspection requirements.
If, as a result of testing or inspection the Buyer is not satisfied that Goods do comply in all respects with Purchase Order or its requirements and/or specifications and the Buyer informs the Seller within a reasonable period after such activities have taken place, the Seller shall take such steps as are necessary to ensure full compliance and its own cost and expense. Any such inspection or testing activities shall in no way relieve the Seller from any of its obligations under the Purchase Order from those that exist either at common law or by statute. The cost of any additional inspection or testing activities to be performed by the Seller as a result of any such replacement or rectification work shall be solely to the Seller’s own account.
Final inspection and testing shall be carried out at the Seller’s or other relevant premises or site by the Buyer or its nominated representative. Such final and testing shall be carried out at no additional cost to the Buyer.
Attendance at any testing or inspection does not exclude any of Apollo’s rights under warranty or other applicable or available to it, whether statutory or otherwise.
The Seller is responsible for providing Apollo or its Client with copies of all certificates and documentation produced and relating to any inspection or testing carried out. The Seller is also responsible for any costs and expenses associated with incurring and providing same.
Time is of the essence in relation to delivery and/or performance. The Seller will make reasonable efforts to meet the Delivery Date stated in the Schedule or such other dates as expressly agreed in writing by the Parties. The Seller will immediately notify Apollo of any delay to delivery as soon as the Seller becomes aware of the potential for such a delay and advise Apollo as to the newly anticipated date for delivery and/or performance as well as details of expediting or mitigating steps to be taken.
In the event that delay in delivery is the responsibility of the Seller, Apollo shall be entitled to claim such liquidated damages as are set out in the Schedule. The Parties agree that such liquidated damages are a pre-agreed compensation for such delay, and not a penalty.
Any warranty relating to defective materials or workmanship impacting on the functional performance of either units or systems supplied by the Seller to Apollo under the terms of this Agreement will remain enforceable by the Buyer for a period of twelve (12) months after the date of delivery of equipment at the Delivery Point or the date that the items are first put into service whichever is the earlier. The Seller shall bear all costs of repair or replacement work required under this Clause including the costs of transportation of equipment to an Apollo or third party site or transportation of its personnel to an Apollo or a third party site.
Any accommodation or meals required for Seller’s personnel whilst attending at an Apollo or third party site to carry out any work under this Clause will be borne solely and exclusively by the Seller.
Should the Seller be unable to complete repair or replacement work to Apollo’s satisfaction Apollo reserves the right to obtain the Goods from an alternative third party provider and recover reasonable costs and expenses incurred by it as a result from the Seller.
An additional twelve (12) month warranty period applies to any repair or replacement work performed.
Apollo shall provide the Seller with all information, materials and equipment as specified in the Schedule that may be required by the Seller to allow it to carry out the work.
Apollo hereby does not accept any liability as regards the accuracy of any information provided by it to the Seller. The Seller has a period of five (5) working days within which to notify Apollo of any errors, discrepancies or inaccuracies in any information provided by Apollo.
The Seller shall be responsible for receiving, unloading and handling any Apollo items delivered to it. The Seller shall visually inspect all items and review any supporting documentation and notify Apollo of any errors or damage within five (5) working days of receipt or such items or documentation or such other period as agreed in writing by the Parties.
The Seller shall be responsible for providing adequate safe storage for materials and equipment provided to the Seller for the Work. The Seller shall make good any loss and/or damage sustained to any Apollo provided items whilst in their possession and control and compensate Apollo for any costs or expenses incurred as a result.
All rights of title to, copyright in and ownership of any items created under the Agreement, including but not limited to, drawings, specifications, calculations, other documents, computer tapes, discs and other essential recording material, materials and work shall remain solely with Apollo.
Notwithstanding the terms of Clause 7.1, the Seller, from the time of delivery, grants to Apollo the non-exclusive and irrevocable right to use any technical information provided by the Seller, for the sole purpose of using the equipment supplied under this Agreement for the purpose specified, or, if no purpose is specified, its normal purpose.
Neither Party to this Agreement shall have the right of use, other than for the purposes of the Agreement, whether directly or indirectly, of any patent, copyright, proprietary right or confidential know how, trademark or process provided by the other party in relation to the Agreement.
All rights to either potential patent or registerable or non-registerable right, in any country in the world so arising, resulting from the Seller’s developments shall vest solely and exclusively in the Seller.
The Seller shall save, indemnify, defend and hold harmless Apollo from all claims, losses, damages, cost (including legal costs), expenses and liabilities of every kind and nature howsoever arising out of any actual or alleged infringement of any Intellectual Property rights arising out of or connected with the performance of the Seller’s obligations under the Agreement except where such actual or proposed infringement arises from the Technical Information or instructions issued by Apollo. The Seller is required to use all reasonable endeavours to identify any infringements, whether actual or potential, in the Technical Information and/or Apollo’s instructions of any actual or potential infringement then the Seller shall notify Apollo in writing immediately.
The Buyer shall save indemnify, defend and hold harmless the Seller from all claims, losses, damages, costs (including legal costs) expenses and liabilities of each and every kind and nature howsoever arising out of or in connection with an alleged or actual infringement of any Intellectual Property right arising out of or in connection with performance of the obligations of the Seller under the Agreement or use by the Seller of Technical Information or materials or equipment supplied by Apollo.
Apollo reserves the right to issue instructions to the Seller at any time to make any revision to the Work which could include additions, omissions, substitutions and changes in quality, form, character, kind, position or dimension. Any variations to the Scope of Supply, including any modifications or additions requested by the Seller, shall be subject to a confirmed notice of change, and agreed pricing amendments and delivery schedule. The Seller will not commence work relating to any such modification or addition unless and until it has received written confirmation and reached an agreement on price and Schedule with Apollo.
The Seller shall only replace system components with alternative items of the same or equivalent specification after gaining written authorisation from Apollo to do so.
If Apollo requests the Seller to provide any items of additional equipment, services etc that are not originally covered in the Schedule of Rates/Prices, then these shall be charged by the Seller to Apollo at an agreed rate. The rate for any such items shall be expressly agreed in writing between the Parties prior to delivery of such items by the Seller.
The Price and or/or Schedule may be adjusted as a result of a Variation being issued however the Buyer reserves the right whether or not to grant such an adjustment.
If the Seller considers that an event or occurrence has taken place for which it believes it is entitled to receive a Variation, the Seller, before continuing with any Work affected, shall submit a written request to the Buyer for a Variation in writing and without delay. Any such request must include details of the event or occurrence and the relevant Clause(s) of the Agreement under which it is requesting the Variation. Such an event or occurrence could include:
If the Seller fails to submit a request for a Variation to the Buyer when it considers or should reasonably have considered that an event or occurrence has taken place which entitles it to do so, the Seller shall forfeit its right to receive such a Variation as well as any right to an adjustment to the Price and/or Schedule.
The Buyer shall, within a reasonable time or receiving a request for a Variation, issue the Seller with a notice stating either:
Apollo shall have the right, by giving 30 working days written notice, to terminate all or any part of the Agreement, at such time or times as Apollo may consider necessary for any or all of the following reasons:
In the event that Apollo gives the Seller notice of termination then the Seller shall immediately cease performance of the work or such part thereof as may be specified in the notice.
In the event of termination by Apollo in accordance with (a) above, the Seller shall be entitled to recover cancellation payments as set out in the Quotation, or, where no such cancellation payments are detailed, such other payments as may be reasonable to cover the costs and resource commitments made by the Seller up to the date of termination by Apollo. Such expenses may include, but will not be limited to, any transportation (including accommodation and subsistence) costs for Seller personnel or equipment to be provided, any delivery charges incurred by the Seller for the provision of equipment to Apollo or third party premises, any fabrication costs incurred by Seller in relation to the equipment in question and any other such costs as may be incurred by Seller as the result of any such cancellation by Apollo, and any costs of demobilisation. Any such costs must have been reasonably and properly incurred by the Seller and previously approved by the Buyer. Any such payments shall be made by the Buyer to the Seller without any unreasonable delay provided that proof of such expenses and/or costs has been provided to the Buyer via provision of adequate supporting documentation.
The Seller is eligible to subcontract any or all elements of the design, fabrication, assembly or testing of the equipment upon receipt of written authorisation from Apollo to do so. The Seller remains as liable for the acts, errors or omissions on the part of a subcontractor as if they were an act, error or omission on the part of the Seller itself.
The Seller shall be responsible for, indemnify and hold harmless Apollo from all claims, losses, damages, costs (including reasonable, properly incurred legal costs), expenses and liabilities of every kind and nature arising from personal injury including fatal injury and disease to any officer, employee or agent of the Seller including (but not limited to) any personnel hired by the Seller as consultants or through an employment agency and from loss of or damage to any such persons respective personal property, arising out of or in connection with the performance of the Services, and whether or not contributed to or caused by the negligence or breach of duty (statutory or otherwise) of the Seller.
The liability of the Seller for any works or services performed under these terms shall in all cases automatically and definitely cease upon completion of all works and services performed under these terms, including but without limitation to, delivery of any equipment including the warranty period set out in Clause 5.
The Seller shall indemnify and hold Apollo free and harmless from and against losses or expenses (including without limitation, properly incurred, reasonable legal fees) arising from the injury to or death of any third party person and/or the destruction of or damage to any third party property, but only to the extent such injury, death, destruction or damage is attributable to the fault, negligent acts or omissions of the Seller.
Except in respect of liabilities for death and personal injury and damage to property as set out in this Clause 11, under no circumstances shall the Seller’s liability to the Buyer, whether in contract, tort (including negligence) or otherwise exceed in aggregate for all breaches and claims, an amount equal in aggregate to one hundred per cent (100%) of the Price.
Apollo shall be responsible for, indemnify and hold harmless the Seller from all claims, losses, damages, costs (including reasonable, properly incurred legal costs) expenses and liabilities of every kind and nature resulting from:
Personal injury including fatal injury and disease to any officer, employee or agent of Apollo including (but not limited to) any personnel hired by Apollo as consultants or through an employment agency and from loss of or damage to any such persons respective personal property and loss of or damage to or loss of use of the Seller’s equipment or property and all equipment or property owned, hired or being used by the Seller arising out of or in connection with the performance of the Services and whether or not contributed to or caused by the negligence or breach of duty (statutory or otherwise) of Apollo.
Apollo shall indemnify and hold the Seller free and harmless from and against all losses or expenses (including without limitation reasonable, properly incurred, legal fees) arising from the injury to or death of any third party person and/or the destruction of or damage to any third party property, but only to the extent such injury, death, destruction or damage is attributable to the fault, negligent acts or omissions of Apollo.
Neither the Seller nor Apollo shall be liable to the other for and in respect of loss of use, loss of profit, business interruption or any other consequential loss of a similar nature, whether such loss is presented as a direct or indirect loss, and whether or not foreseeable at the date of the Form of Agreement, and the Seller and Apollo agree such waiver shall apply regardless of the cause or reason thereof and whether contributed to or caused by the negligence or breach of duty (statutory or otherwise) of the Seller or Apollo.
If either Party becomes aware of any incident likely to give rise to a claim it shall notify the other without unreasonable delay and both Parties shall fully cooperate in investigating any such incident.
Any indemnities given by the Parties under this Agreement are full and primary and shall apply irrespective of whether or not the indemnified Party does or does not have insurance cover in place relating to any losses, damages, costs or expenses in respect of any indemnity given under this Agreement.
Each Party expressly agrees that the indemnities set out in this Clause 11 do not extend to any criminal sanctions that may be imposed upon it, arising from, relating to or in connection with the performance or otherwise of the Agreement.
The Seller will maintain all necessary insurances during the duration of this Agreement, including, but not limited to, Employer’s Liability insurance to at least the minimum amount required by law and Public Liability insurance of not less than £10,000,000.
The Seller is required to provide the Buyer with copies of evidence of such insurance upon receiving a reasonable request from the Buyer to provide such.
Neither Party hereto shall be liable for any delay or failure to perform the work as described in the Agreement due to a cause of force majeure; provided that the cause is beyond the reasonable control of the party claiming force majeure, and that such Party shall promptly notify the other of the occurrence of any such cause of force majeure. Such notice must be made in writing. For the purposes of this Agreement, the term “cause of force majeure” shall include but not be limited to acts of God, fire, flood, war, terrorism, blockade, government restrictions and prohibitions, epidemics, severe adverse weather and any other similar occurrences. The Party claiming the existence of a cause of force majeure shall make every reasonable endeavour to overcome the situation, and if such event continues to impede it from successfully performing its contractual obligations for a period of sixty (60) working days or more, then either Party may terminate the Agreement.
If either Party is delayed in performing the Agreement by reason of a force majeure event or occurrence, the Schedule may be adjusted accordingly. However, the Buyer reserves the right as to whether or not to grant such an adjustment to the Schedule.
Following notification of a force majeure event or occurrence taking place, the Parties will meet without delay with a view to reaching agreement as to a mutually acceptable course of action. Both Parties are also required to take reasonable steps to mitigate any costs or expenses incurred by it as a result of such an event or occurrence taking place.
The Seller shall not be entitled to claim remuneration from Apollo during the period of a force majeure event or occurrence.
Unless otherwise expressly agreed in writing between the Parties, all prices are in UK pounds sterling and are exclusive of VAT which will be charged at the appropriate rate. The price is inclusive of all things to be supplied or performed by the Seller.
Payments shall be made in the currency of the quotation by electronic transfer into a bank account nominated by the Seller.
Payment terms are 30 calendar days from the date of invoice. Following completion of the Work the Seller will not be entitled to receive payment on any invoice received by the Buyer forty five (45) days after completion.
In the event of any part of an invoice being disputed then payment of the undisputed part shall be made within 30 calendar days. Neither the presentation, payment or non-payment of an invoice shall constitute a settlement of a dispute, an accord and satisfaction, remedy of account stated or otherwise waive or affect any rights of the Parties to this Agreement.
Late payments will attract an interest of 3% per month above the prevailing Bank of England base rate.
Unless otherwise stated or agreed invoices will be issued by the Seller monthly or upon delivery of the Goods.
The Seller shall, except as may otherwise be expressly agreed in writing, be responsible for:
The Seller is solely responsible for all customs duties and taxes, import licences, port demurrage and broker fees associated with delivery.
The Seller is also responsible for ensuring compliance with the provisions of this Clause 15 by any Subcontractors or by any person employed by or providing Services to them in relation to this Agreement.
The Seller shall save, indemnify and hold harmless the Buyer against all levies, charges, contributions and taxes referred to in this Clause 15 and any interest or penalty thereon by an appropriate governmental authority whether of the United Kingdom or elsewhere and from any and all costs and expenses reasonably incurred in connection therewith.
Each Party shall keep in strict confidence and shall ensure that all of its directors, employees, agents and sub-contractors keep in strict confidence all Confidential Information. Neither Party shall at any time disclose or permit disclosure of any Confidential Information to any third Party or make use of any Confidential Information for any purpose other than as required to fulfil its obligations under this Agreement.
The restrictions above shall not apply with respect to:
The confidentiality obligations under this Agreement shall survive termination or expiry of the Agreement for a period of five (5) years.
“Confidential Information” or “Information” shall mean the content of the Agreement and any information and data concerning either Party and either Party’s bids or affairs learned by the other Party in the course of its activities under this Agreement.
Wherein referred to in this Agreement notices shall be provided in writing. In the case that verbal notice is provided then the issuing party shall subsequently provide written notice as soon as is reasonably practicable to do so and without any undue delay.
In the case of verbal notice then the Seller reserves the right not to commence work in relation to that notice until it has received written notice from Apollo. Notices shall be issued to the address(es) set out in the Schedule.
The methods of delivery of notices will be:
Notices will be deemed to have been received on:
None of the terms and conditions of this Agreement shall be considered to have been waived by either Party unless an express waiver is given in writing. No failure on the part of either Party to enforce a term or condition shall be deemed to constitute a waiver by that Party.
Unless otherwise expressly agreed in writing by the Parties, the Agreement will be governed by Scots law and the Parties hereby submit irrevocably to the exclusive jurisdiction of the Scottish courts.
Any dispute occurring between the Parties either in connection with or arising out of the Agreement or the Work in question shall be resolved through the following procedure:
If the parties are unable to reach a satisfactory agreement under the terms of Clause 20.1(b) within a further fourteen (14) working day period, then they may be able to use a suitable form of Alternative Dispute Resolution. There must be consensus amongst the Parties as to the form of Alternative Dispute Resolution to be used. In the event that Parties are unable to agree on a suitable form within five (5) working days from the date of commencement of discussions relating to the form to be used the Party seeking use of Alternative Dispute Resolution may seek resolution by an independent third party, namely a Solicitor or Alternative Dispute Resolution expert.
In the event that Parties are unable to resolve the dispute under the terms of Clause 20.2 above then either Party may take appropriate action in the Courts to resolve the dispute. Prior to referring the dispute to a Court of law, the Party intending to initiate court proceedings must first have used all reasonable endeavours to follow and complete the procedure as set out in the terms of Clauses 20.1 and 20.2 above.
If a claim or counter claim in connection with or arising out of the Agreement is made, then the Party making that claim or counter claim shall ensure that any such claim or counter claim contains, without limitation, the following information:
Whilst there is a matter or matters in dispute between the Parties both Parties will be required to comply with the provisions of this Agreement.
Apollo places prime importance on all issues relating to health, safety and environment (hereinafter referred to as “HS&E”) and the Seller is required to subscribe to and actively pursue the highest standards of HS&E performance by its staff and any subcontractors in its employ.
The Seller shall take full responsibility for the adequacy, stability and safety of all of its operations and methods necessary to ensure that the Work is performed safely and that all terms and provisions of this Clause are strictly adhered to.
A failure by the Seller to comply with the terms of this Clause 21 or to satisfy the reasonable requirement of Apollo relating to the control of HS&E risks in any material respect will be due cause for Apollo to give notice to terminate all or any part of the Work or the Agreement.
The Seller shall work together with Apollo to provide an appropriate response to any emergency situation that occurs either at or on route to the Worksite or point of supply and shall immediately take any such action as necessary to protect life or safety and to make safe any property where such is in imminent peril.
Apollo conducts its business in accordance with the highest ethical standards, and in accordance with the provisions of the Bribery Act 2010, and reserve the right to terminate the Agreement in the event of any breach by the Seller of the Bribery Act 2010 or any equivalent provision applicable to the performance of the Agreement, which termination shall be treated as if it had been a termination for convenience by Apollo in accordance with Clause 9.1(a).
Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, the Agreement, in any matter which conflicts with the interests of the other Party. The Party is required to notify the other immediately if it becomes aware of or has cause to reasonably expect that such a situation has occurred or is likely to do so.
The Seller is also required to comply with the terms of the Buyer’s ethics policy. A copy of which will be made available upon request.
Failure by the Seller to comply with the terms of this Clause 22 shall act as a material breach of contract entitling the Buyer to terminate immediately without liability.
The Seller shall indemnify Apollo against liability, other than for death or personal injury resulting from Seller’s negligence, which it may be under to any third party as a result of the existence or use by Apollo or by anyone acquiring rights thereof through Apollo, of any report, design, software, equipment or product resulting from the performance of the Agreement.
The Parties intend that no provision of the Agreement shall, by virtue of the Contracts (Rights of Third Parties) Act 1999 (‘the Act’) confer any benefit on, nor be enforceable by, any person who is not a Party to the Agreement.
Apollo confirms that it will comply with the provisions of the Data Protection Act 2018 and General Data Protection Regulations (GDPR) currently in force and as amended when processing any personal data about its Clients or prospective Clients.
The Seller warrants and represents that it shall and shall procure that it’s personnel process Personal Data solely and explicitly for the purpose(s) of performing its obligations under the Agreement or relevant Purchase Order on any documented instructions that Apollo may issue to the Seller from time to time and in compliance with legislative requirements.
The Seller hereby warrants and represents that it shall:
Apollo reserves the right to at any time request, and in any event, upon the termination or expiry of the Agreement or Purchase Order, require the Seller to deliver to Apollo or securely delete or destroy all personal data in its possession (except for any such personal data the Seller is required to keep as per Data Protection legislative requirements.
Seller is also required to provide all assistance to Apollo and/or its Clients from time to time in undertaking any data protection impact assessments and any consultations Apollo and/or its clients may decide to undertake and also that it will ensure that all of its Personnel are subject to binding obligations of confidentiality in respect of any personal data processed.
If the Seller becomes aware of or suspects any breach or potential breach of data protection requirements it shall notify Apollo immediately and take all reasonable steps to mitigate the potential for any future breaches occurring.
The Seller also warrants and represents that all of its Personnel, Affiliates and sub-processors with access to personal data comply with the provisions of this Clause 24 and that it shall be liable for any act(s) or omission(s) of such Personnel, Affiliates and/or sub-processors.