SUPPLY OF SERVICES CONTRACT
|TOPPAN Digital Language (UK) Limited (No. 05234390)
|Bedford House, 125-133 Camden High Street, London, United Kingdom, NW1 7JR
|Language services, localisation, content adaptation and related services
|The charges, as further detailed in the Orders.
|Schedule 1 – Data Privacy
1. This contract is made up of the following:
(a) The Contract Details.
(b) Any Orders agreed by the parties.
(c) The Standard Terms and Conditions
(d) The Schedules specified in the Contract Details.
STANDARD TERMS AND CONDITIONS
Charges: the charges payable by the Client for the supply of the Services by the Supplier, as set out in the Contract Details
Client: the individual, company, organisation or body entering into this Contract with the Supplier, excluding the Client’s affiliates.
Client Materials: all documents or other materials, whether written, audio or audio-visual, whether in the form of hard copies, faxes or electronic or other files that the Client supplies to the Supplier for the purposes of the Services
Client Portal means Supplier’s browser-based portal, access to which is provided to the Client for the purposes of including submitting and managing an Order and Client Materials, communicating with Supplier and retrieving the Deliverables.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).
Confidential Information means information (whether disclosed orally, in writing or electronically and whether marked confidential or not) of any nature coming to the knowledge of the Supplier or Client as a result of this Agreement which ought properly be considered confidential or sensitive
Contract: the contract between the Client and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Deliverables: all documents, products, services and materials produced by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation documents, multi-media files, data, reports and in-person or remote services.
Intellectual Property Rights: 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 or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order means each order or formal request by the Client for the provision of Services.
Service Level: includes any pre-defined service level offered by the Supplier and any combination of services or service components selected by the Client in the Order.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, including translation, interpreting, transcription, type-setting, proof-reading, review, post-editing, project management, coding, link checks, data analysis, data processing, validation or other professional services.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
(a) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Formation of contract
2.1 When responding to the Client’s request for Services, the Supplier will provide a quote, estimate or fee rate to the Client, or otherwise refer to the basis of Charges previously agreed with or notified to the Client. By accepting the quote, estimate or fee rate, the Client places an Order and accepts the Charges and authorises the Supplier to proceed with the Services.
2.2 The Supplier reserves the right to decline any Order or to cancel any Order prior to commencement, making reasonable efforts to inform the Client immediately in the case of the latter.
2.3 The Supplier will only accept Orders from authorised persons and the Supplier reserves the right, but shall not be required, to validate any Order prior commencing the Services.
2.4 At the point at which the Supplier delivers an Order Confirmation or (if earlier), commences the delivery of any of the Services, the Contract shall be deemed to have been formed between the parties. Where specified in the Order, commencement of the Services may begin at a later date.
3. Supply of services
3.1 The Supplier shall supply the Services to the Client requested in the Order
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in the Order;
(c) take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Supplier may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.
3.3 Expected delivery dates for the Deliverables are displayed at the time of Order. The Supplier will use reasonable endeavours to meet these deadlines but does not accept liability for any delay in delivery. The Supplier reserves the right to amend the delivery date and will make reasonable efforts to contact the Client immediately if there is any change in the delivery date.
3.4 The Supplier will not be liable to correct any errors or omissions that were inherent in the original Client Materials and which may or may not affect the quality of the Deliverables.
3.5 The Supplier does not guarantee that the Services will be performed outside of its standard working hours, including on weekends or public holidays, unless agreed in the Order.
3.6 The Supplier reserves the right to refuse to provide Services related to any Client Materials that are of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or are otherwise considered inappropriate by the Supplier in its sole discretion.
4. Client’s obligations
4.1 The Client represents and warrants that it owns or is licensee of or is otherwise lawfully entitled to possess, use, reproduce and translate the Client Materials and all components thereof, and that Services performed on the Client Materials and publication, distribution, sales or other use of the Deliverables shall not infringe upon any copyright, trademark, patent or other right of any third party.
4.2 The Client represents, warrants and undertakes that reasonable efforts will be made to ensure that the Client Materials are not corrupted and do not contain viruses, malware or other harmful software elements that could have a contaminating or detrimental effect on the Supplier’s information technology systems.
4.3 The Client undertakes not to use any device, software or routine to interfere with the proper working of the Client Portal or which may have a contaminating or detrimental effect on the Client Portal.
4.4 It is the responsibility of the Client to select the appropriate Service Level for Services. The Supplier will not accept any responsibility if the Deliverables do not meet the requirements of the Client as a result of the incorrect Service Level having been selected by the Client.
4.5 If the Deliverables are subsequently published or otherwise used by the Client, either as received from the Supplier or adapted by the Client to any extent, it is the responsibility of the Client to ensure the suitability of the materials for that use. The onward use of the Deliverables is the responsibility of the Client in all respects. In particular, the Client agrees that the Deliverables will not form the substance of any legal agreement or regulatory communication without prior review by a competent professional in the country for intended use.
5. Data protection
The parties shall comply with the obligations imposed on them under the Data Protection Legislation.
6. Intellectual property
6.1 The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
6.2 Subject to payment of the Charges by the Client, the Supplier grants the Client non-transferrable licence to copy and modify the Deliverables (excluding any third-party Intellectual Property Rights that may be contained in the Deliverables) for the Client’s internal business purposes only subject to any limitations notified by the Supplier.
6.3 The Client grants the Supplier a non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the purpose of providing the Services to the Client in accordance with the Contract.
6.4 The Client agrees and acknowledges that the Supplier is the sole and exclusive owner of all Intellectual Property to all:
(a) methodology, information, software and databases used in relation to the Client Portal and in providing the Services, and
(b) inventions, methodology, innovations, know-how, artificial intelligence engines and databases developed by the Supplier in the course of the creation of the Deliverables including any and all patent rights, copyrights, know-how, and trade secrets therein, unless and to the extent otherwise agreed in writing between the Supplier and the Client.
6.5 The Supplier may use software technologies (“Translation Technologies”) with a view to improving its services to its clients and making those services more cost-effective. Without prejudice to the Supplier’s obligations under clause 6.1 above, the Client hereby agrees that the Supplier shall be permitted to use the Client Materials and the Deliverables to enhance the Translation Technologies.
7. Charges and payment
7.1 In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with this clause 7.
7.2 The Charges payable by the Client will be agreed with the Client when an Order is placed
7.3 Changes to an Order requested by the Client after the Order has been placed will be accepted by the Supplier at its sole discretion. Charges under the original order will continue to apply.
7.4 If the Client cancels an Order after it has been placed, the Supplier reserves the right to charge the Client for the full amount of the Order or, at its sole discretion, at a pro-rata rate.
7.5 When a charge for Services is related to volume, including per-word, per-page, per-minute or per-hour charges (“units”), the units shall be determined by the Supplier and such determination shall be final and non-negotiable
7.6 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.7 Methods of payment will be agreed by the Parties prior to the first Order and by completion of the client onboarding form. The Client agrees that the Supplier may conduct credit card verification checks or credit rating checks before accepting an Order.
7.8 Payment is due at the date of the Order or, if later, on the date of the invoice, unless clause 7.9 applies.
7.9 If a Purchase Order system has been agreed in writing with the Supplier, the Client shall pay each invoice due and submitted to it by the Supplier within 30 days of the date of the invoice, to a bank account nominated in writing by the Supplier.
7.10 In the case of a Purchase Order system being in place, the Client will provide the Supplier with the Client’s internal Purchase Order number at the time of or prior to placing an Order and prior to the commencement of the Services.
7.11 Payment must be in the currency stated in the relevant invoice.
7.12 If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then,
(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 in lieu of the interest set out above.
(b) the Supplier may suspend all Services until payment has been made in full.
7.13 All amounts due under the Contract from the Client to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.2 (No limitation on client’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited):
(a) the Supplier’s total liability to the Client shall not exceed the Charges paid or payable under the Order in respect of which the claim arises
8.5 Subject to (clause 8.2 (No limitation on client’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.7 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9. Term and Termination
9.1 Following the formation of this Contract subject to clause 2.4, the term of the Contract shall be one year (“Termination Date”), unless terminated as allowed for under the Contract or by being superseded by a new supply of services agreement signed by both parties. If further Orders are accepted by the Supplier after the Termination Date, a new contract will be formed under the Contract published on our website at that date.
9.2 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party.
9.3 On termination of the Contract for whatever reason:
(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the following clauses shall continue in force: clause 1 (Interpretation), clause 6 (Intellectual property), clause 8 (Limitation of liability), this clause 9.2, clause 10.4 (Waiver), 10.6 (Non-solicitation), clause 10.8 (Governing law) and clause 10.9 (Jurisdiction); and
(c) termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
(b) The Supplier may at any time assign, transfer or subcontract or deal in any other manner with any or all of its rights under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 10.3. For the purposes of this clause 10.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party’s Confidential Information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.5 shall not affect the validity and enforceability of the rest of the Contract.
(a) The Client shall (except with the prior written consent of the Supplier) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the Supplier any person employed or engaged by the Supplier in the provision of the Services at any time during the Term or for a further period of six months after the termination of this agreement other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the Client.
(b) If the Client commits any breach of clause 10.6(a), the Client shall, on demand, pay to the Supplier party a sum equal to 20% of one year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the Supplier in replacing such person.
10.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
1.1 In this Schedule, unless the context otherwise requires:
Authorised Person: (a) any member of the Supplier Personnel; (b) any IT Infrastructure Provider, in each case who need(s) to know, access or otherwise process Client Personal Data in order for the Supplier to perform the Services or otherwise comply with its obligations under this Agreement.
Client Personal Data: Personal Data, or any part of such Personal Data, of which a Client is the data controller and in relation to which the Supplier is providing Services under this Agreement.
Data Security Breach: any actual unauthorised or unlawful processing of Client Personal Data or any actual unauthorised or unlawful destruction of, or damage to Client Personal Data, which in any case, results in a loss or misuse of such Client Personal Data.
GDPR: UK GDPR unless otherwise specified.
IT Infrastructure Provider: a third party that is engaged to provide outsourced cloud computing, back-office, support and/or IT infrastructure services for the benefit of the Supplier (and provided always that such engagement is not specifically for the Services being provided to Client).
Personal Data: has the meaning given in GDPR, but data is also personal data for the purposes of this Agreement if:
(a) it relates to legal persons and its processing, under or in connection with this Agreement, is subject to any Applicable Data Protection Law that apply to data about legal persons as well as data about natural persons; or
(b) it includes any of the following information and its processing, under or in connection with this Agreement, is subject to any U.S. federal or state law or regulation: name, address, telephone number, fax number, social security number, DEA number, other government issued identifier, credit card information, medical insurance identifiers, IP addresses, e-mail addresses and information relating to the past, present or future health or condition (physical or mental) of an individual;
Regulatory Body: means any regulator or any other regulatory body or court, in any jurisdiction which regulates or governs any aspect of the Supplier or the Client’s compliance with Applicable Data Protection Law.
Subcontractor: any third party engaged by the Supplier to provide any part of the Services or any of the Deliverables;
Supplier Personnel: Supplier’s employees, contractors, subcontractors, or any person operating under the control of the Supplier.
“Unauthorised Person” means any person other than an Authorised Person.
1.2 In this Schedule, unless the context otherwise requires, any references to “data controller“, “data processor“, “data subject“, “processing“ (and its derivatives, including “process“), and “sensitive personal data” shall have the meanings given in, and be interpreted in accordance with, the Applicable Data Protection Law.
2 Client Personal Data
2.1 Supplier’s use of Customer Personal Data. The Supplier undertakes to the Customer that it shall not: (a) process any Customer Personal Data for any purpose other than performance of the Services (unless otherwise agreed in writing between the parties); or (b) save to the extent required by Applicable Law, or with Customer’s express written consent, disclose any Customer Personal Data to any Unauthorised Person, without Customer’s consent.
2.2 Customer’s provision of Customer Personal Data. The parties shall agree, in each Order, whether the Services to be provided under that Order involve the processing of any Customer Personal Data, including the data type to be processed and the jurisdiction(s) in which the Supplier will be providing such processing Services.
3 Data Protection
(a) Each party shall comply with all Applicable Data Protection Law in relation to any Client Personal Data processed under this Agreement.
(b) The Supplier warrants that:
(i) it has appropriate technical and organisational measures in place to ensure that its processing of Client Personal Data complies with Applicable Data Protection Law; and
(ii) those measures ensure the confidentiality, integrity, availability and resilience of the Supplier’s systems and services, ensuring that availability of and access to Client Personal Data can be restored in a timely manner after an incident;
(iii) it has the expertise, knowledge and resources to comply with its obligations under this Schedule 1.
(c) The Supplier shall maintain written records of all Client Personal Data processing activities carried out on behalf of Client under this Agreement containing the information prescribed by GDPR (if applicable) and shall provide access to and copies of such records promptly on request. In addition, following a request from the Client, the Supplier shall promptly provide to the Client a copy of all Client Personal Data that the Supplier or (if applicable) its Subcontractors hold, in the same format as the one used by the Client to transfer Client Personal Data to the Supplier.
(d) The Supplier shall not transfer any Client Personal Data to a country that is outside the European Economic Area and is not recognised by the European Commission as providing an adequate level of protection for Personal Data unless adequate transfer provisions, such as EU model clauses or the UK International Transfer Agreements, have been put in place to provide adequate protections.
3.2 Supplier Personnel
Where the Supplier processes Client Personal Data, then the Supplier shall:
(a) process that Client Personal Data only on the documented written instructions of the Client (whether in an Order or otherwise) unless the Supplier is required by Applicable Data Protection Law to otherwise process that Client Personal Data (in which case the Supplier shall, unless prohibited, promptly notify the Client of the same before performing the processing required Applicable Data Protection Law);
(b) take necessary steps to ensure the reliability of any of the Supplier Personnel who have access to Client Personal Data;
(c) ensure that access to Client Personal Data is limited to those members of Supplier Personnel who reasonably need to access the Client Personal Data in order to provide the Services or otherwise to meet the Supplier’s obligations under this Agreement; and
(d) ensure that Supplier Personnel who have access to Client Personal Data:
(i) are informed of the confidential nature of the Client Personal Data;
(ii) have undertaken training in the Applicable Data Protection Law relating to processing personal data; and
(iii) will comply with the Supplier’s obligations in respect of the processing of Client Personal Data set out in this Schedule.
3.3 Data subjects. The Supplier shall notify Client immediately of any notice or complaint received by the Supplier during the Term from any person relating directly to the Supplier’s processing of Client Personal Data and the Supplier’s compliance with Applicable Data Protection Law under or in connection with this Agreement and any request received by the Supplier during the Term from a data subject for access to that individual’s Client Personal Data, and the Supplier shall assist the Client in taking such action as the Client deems appropriate to deal with any such notice, complaint or request so received by the Supplier.
3.4 Subcontracting. The Supplier may only authorise a Subcontractor to process Client Personal Data provided that the Subcontractor is obliged to comply with terms relating to its processing of Client Personal Data that are substantially the same as those set out in this Schedule. The foregoing shall not require the Supplier to obtain the Client’s prior written consent to use IT Infrastructure Providers in connection with the performance of its Services, provided always that any Client Personal Data transferred to an IT Infrastructure Provider by the Supplier is limited to such part or parts of Client Personal Data as is reasonably necessary to provide the relevant Services and any IT Infrastructure Provider is contractually obliged to comply with Applicable Data Protection Law relevant to the processing of personal data. The Client may subsequently withdraw its consent to the engagement of a Subcontractor where it has reasonable grounds for doing so (including where the Client has concerns over the ability of the subcontractor to process the Client Personal Data in the manner contemplated by this Agreement) and in such circumstances, the Supplier shall cease to use the Subcontractor to process Client Personal Data.
4 Data Security Breach
4.1 The Supplier will notify the Client within 48 (forty-eight) hours of identifying a Data Security Breach.
4.2 Following any notification to the Client under paragraph 4.1 above, the Supplier will:
(a) cooperate fully with the Client to support any data recovery process;
(b) cooperate with any investigation that the Client requires by providing relevant findings from the Supplier’s internal investigations;
(c) support the development and delivery of any legal notices and/or any referral to a Regulatory Body required under Applicable Data Protection Law;
(d) collect and preserve all evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to the Data Security Breach, which shall meet reasonable expectations of forensic admissibility; and
(e) document the incident response and remedial actions taken in detail, which shall meet reasonable expectations of forensic admissibility.
5 Data Security Audits
5.1 The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this Schedule 1 and the Supplier shall provide the Client with all such records and information requested by the Client to enable the Client to verify the same.
5.2 Without prejudice to the Client’s other rights and remedies under this Agreement, in the event that Client identifies any non-compliance with this Agreement as a result of the exercise of its rights under paragraph 5.1, the Supplier shall remedy the non-compliance and shall take such steps as the Client reasonably requests for this purpose.