Priory Group Supplier Terms and Conditions These terms and conditions apply to all goods and services supplied to Priory Central Services Limited (and any other company within the Priory Group of companies) unless expressly agreed otherwise in writing by Priory Group Legal. 1. INTERPRETATION 1.1 In these terms and conditions the following definitions will apply (unless the context otherwise requires):- Term Meaning Applicable Data Protection Laws: all Applicable Laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) Applicable Laws: all applicable laws, statutes, regulations and practice codes from time to time in force. Code of Conduct The Priory code of conduct for suppliers as set out in Schedule 1 Commencement Date The date set out in the Contract Term Sheet Confidential Information any and all information, data and material of a technical or business nature or relating in any way to the business, products, services, customers and personnel of the Customer (or of any company within the Customer's group of companies) which the Supplier may receive or obtain in connection with the operation of these terms and conditions or otherwise and which is expressly identified as confidential or which ought reasonably to be regarded as confidential Contract the Contract Term Sheet, any Purchase Order and these terms and conditions; Contract Term Sheet the signed term sheet covering the key details of the agreed commercial terms between the parties and any schedules thereto the template for which is set out in Schedule 2 Customer Priory Central Services Limited (company number 04391278) of 7th Floor, 3 Shortlands London W6 8DA or such other Priory company as shall be specified in the Contract Term Sheet. Disclosure and Barring Service means the Disclosure and Barring Service, an Executive Agency of the Home Office, a Government Agency in England and Wales Fees means the fees payable for the Goods and/or the Services as set out in the Contract Term Sheet, or Purchase Order or as may be agreed in writing from time to time. Good Industry Practice the exercise of that degree of skill, diligence, care and foresight expected from a qualified, prudent, skilled and experienced operator engaged in the same type of business as the Supplier under the same or similar circumstances Goods As set out in the Contract Term Sheet Intellectual Property means patents, trademarks, service marks, trade names, copyright (including rights in computer software and in websites), rights in databases, rights in designs, know-how, and all and any other intellectual property including any rights, renewals or extensions thereof KPIs As set out in the Contract Term Sheet Location(s) All Priory locations unless specified otherwise in the Contract Term Sheet Personal Data shall have the meaning given to it in the Data Protection Act 2018 Purchase Order A written order from the Customer to the Supplier setting out details of the Goods and/or Services to be delivered from time to time Services As set out in the Contract Term Sheet 1.2 In these terms and conditions:- 1.2.1 words denoting any gender shall include all genders; 1.2.2 words denoting the singular shall include the plural; 1.2.3 references to persons or undertakings shall include individuals, bodies corporate (wherever incorporated), unincorporated associations, partnerships and other unincorporated bodies; 1.2.4 references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same; 1.2.5 references to clauses, schedules and appendices are to clauses of and schedules and appendices to these terms and conditions;any obligation not to do something includes an obligation not to agree or allow that thing to be done; 1.2.6 the Customer’s rights are in addition to the terms implied in favour of the Customer by the Supply of Goods and Services Act 1982 and any other statute. 2. APPOINTMENT 2.1 The Customer appoints the Supplier to provide the Goods and/or the Services to it under and in accordance with these terms and conditions. 2.2 The Customer may, from time to time, issue Purchase Orders to the Supplier setting out its requirement for the Goods and/or the Services. For the avoidance of doubt, a binding contract for the delivery of the Goods and/or the performance of the Services shall be formed between the Parties when a Purchase Order is issued by the Customer and the Supplier shall be obliged to deliver the Goods and/or perform the Services in the manner specified in the Purchase Order. 2.3 The Supplier acknowledges and agrees that the arrangements contemplated by a Contract are non-exclusive and there is no obligation whatsoever for the Customer to purchase the Goods and/or the Services from the Supplier and the Customer may purchase similar or identical Goods and/or Services from any third party. 2.4 No undertaking or any form of statement, promise, representation or obligation shall be deemed to have been made by the Customer in respect of the total quantities or values of the Goods and/or the Services to be ordered pursuant to a Contract. 2.5 Any terms specifically agreed in a Contract Term Sheet or Purchase Order shall take precedence over these terms and conditions but otherwise in the event of any inconsistency or ambiguity between these terms and conditions and any specific term or condition referred to in the Contract Term Sheet and/or a Purchase Order, these terms and conditions shall prevail to the extent of such inconsistency or ambiguity. 3. THE SUPPLIER'S OBLIGATIONS 3.1 The Supplier warrants and represents to provide the Goods and/or perform the Services:- 3.1.1 in a professional and courteous manner; 3.1.2 in accordance with the Code of Conduct, Good Industry Practice and the Supplier's own established procedures and policies; 3.1.3 in accordance with the Customer's own procedures and policies to the extent notified in writing to the Supplier; 3.1.4 in accordance with all applicable UK and (where relevant) European laws and regulations, and the Supplier will inform the Customer as soon as it becomes aware of any changes in that legislation; 3.1.5 without prejudice to the provisions any Purchase Order, in accordance with any reasonable instructions given by the Customer from time to time in writing; and 3.1.6 where the Supplier performs the Services at and/or delivers the Goods to a Location or any other premises on which the Customer (or any company within the Customer's group of companies) carries on its business, in accordance with the Customer's local rules applicable to the Location or such other premises (including, without limitation, any health and safety and security rules). 3.2 The Supplier acknowledges that the Customer has delivered or made available all information and documents that the Supplier deems necessary and/or relevant for performance of its obligations under a Contract (including information and documents requested by the Supplier) and to have satisfied itself that it will be able to provide the Goods and/or perform the Services in full compliance with its obligations under these terms and conditions. 3.3 The Supplier shall be responsible for ensuring, and shall ensure, that is has and shall maintain all necessary personnel, assets, facilities, licenses, consents, permits (statutory, regulatory, contractual or otherwise) and other resources to enable it to provide the Goods and/or perform the Services and comply with its obligations under or in respect of a Contract. 3.4 The Supplier shall promptly notify the Customer in writing whenever the Supplier has reasonable grounds to believe that any circumstance of which it is aware will have, or threatens to have, a detrimental effect on the quality of the Goods and/or the performance of the Services or the performance of its obligations under a Contract. 3.5 The Customer reserves the right to refuse to admit to the Location or any other premises of the Customer, any person employed or engaged by the Supplier, or by a sub-contractor of the Supplier, whose admission would be undesirable, in the opinion of the Customer (acting reasonably). In such circumstances it shall provide reasons for such refusal upon request of the Supplier. The Supplier shall comply with and/or procure compliance of its employees, agents and sub-contractors in relation to any notice issued by the Customer from time to time in relation to such refusal and shall promptly replace such employee, agent and/or sub-contractor. 3.6 For each of the Supplier's employees, agents or sub-contractors who, in performing these terms and conditions, will be working at the Location or such other premises as may be required by the Customer, or has, will have or is likely to have access to data and other information relating to patients, service users or other persons to whom the Customer owes a duty of care the Supplier shall (and shall procure that the relevant agent or sub-contractor shall):- 3.6.1 conduct thorough questioning regarding any criminal convictions; 3.6.2 ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service; and the Supplier shall not (and shall ensure that an agent or sub-contractor shall not) engage or continue to employ in the performance of these terms and conditions any person who has any criminal conviction or what would reasonably be regarded as an inappropriate criminal or employment record. 3.7 In providing the Goods and/or performing the Services the Contractor shall not do or omit to do anything which would cause the Customer to be in breach of any laws and regulations. 3.8 In providing the Goods and/or performing the Services, the Supplier shall ensure that its staff, employees, agents or contractors are appropriately skilled and experienced and have received the adequate and appropriate training in relation to the duties required of them. 3.9 In providing the Goods and/or performing the Services, the Supplier shall ensure that any vehicles it uses (or any of its sub-contractors use) are clean, in good repair and condition, properly equipped and fit for purpose. 4. DELIVERY 4.1 The Supplier shall comply in all respects with any timescales specified in a Contract and any reasonable request for information about progress against an order shall be provided by the Supplier without delay. 4.2 All the Goods supplied under a Contracct, shall be properly packed and secured in such a manner so as to reach their destination in good condition and shall be delivered by the Supplier at its own cost to the Location in accordance with the Customer's instructions and bearing the Customer's order number on each package. 4.3 Delivery of the Goods shall be completed when the Goods have been delivered in the manner specified in the Purchase Order and any packaging or equipment used to deliver the Goods shall be removed from the Location by the Supplier. 4.4 If the Supplier is responsible for delivery or for arranging delivery of the Goods to the Customer's Location and/or any other premises the Supplier will be liable for all loss of or damage which it or its carrier causes to the Customer's property in the course of such delivery. 4.5 If the Goods are delivered and/or the Services are performed before the date specified in the Purchase Order, the Customer shall be entitled at its sole discretion to refuse to: 4.5.1 take delivery of the Goods and store them at the Supplier's risk and charge the Supplier for insurance and storage of the Goods until the contractual date for delivery; and/or 4.5.2 accept performance of the Services. 4.6 If a carrier is specified in connection with the Purchase Order, such carrier shall be deemed to be an agent of the Supplier and not of the Customer. 4.7 Consignment or part deliveries of the Goods and/or partial performance of the Services may be rejected unless the Customer has agreed in writing to accept such deliveries and/or performance. 4.8 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining all the export and import licences and any other permits for the Goods and shall be responsible for any delays due to such licences not being available when required. 4.9 In the case of the Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to the Customer as to the country of origin of the Goods and any component parts thereof and shall be liable to the Customer for any additional duties or taxes for which the Customer may be accountable should the country of origin prove to be different from that advised by the Supplier. 5. KEY PERFORMANCE INDICATORS (KPIs) 5.1 All Goods and Services shall be provided in accordance with the agreed Key Performance Indicators (KPIs) as set out in the Contract Term Sheet and failure of the Supplier to meet the KPIs shall give rise to the financial or service consequences as set out in the Contract Term Sheet. If no KPIs are specified in the Contract Term Sheet, this clause will not apply. 6. TIME 6.1 Where time is specified for the delivery of the Goods and/or the performance of the Services in a Contract, such provision shall be of the essence. Where a Contract does not specify a time for delivery of the Goods and/or the performance of the Services, the Supplier shall arrange timescales for delivery with the Customer's authorised representative at the relevant Location. 6.2 The failure by the Supplier to adhere to any provision as to time shall entitle the Customer at its option: 6.2.1 To treat a Contract as repudiated in whole or in part by refusing to accept any subsequent delivery of goods or performance of services which the Supplier attempts to make; 6.2.2 To terminate a Contract with immediate effect by giving written notice to the Supplier; 6.2.3 To recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party; 6.2.4 To have a refund from the Supplier for sums paid in advance for Services not yet provided by the Supplier; or 6.2.5 To claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates. 6.3 These terms and conditions shall extend to any substituted or remedial services provided by the Supplier. 6.4 The Customer shall be entitled to exercise its option in Clause 6.2 at any time notwithstanding that it has acquiesced in any delay unless a written extension of time has been given to the Supplier and the time of any extension has not elapsed. 6.5 Unless an extension of time has been agreed by the Customer in accordance with Clause 6.2, the Supplier's failure to effect delivery on the relevant date or dates shall entitle the Customer to purchase substitute goods and/or services and to hold the Supplier accountable for any loss or additional costs and expenses incurred as a result. 7. FEES AND PAYMENT 7.1 In consideration of the Supplier's performance of its obligations under these terms and conditions, the Supplier shall be entitled to charge the Customer the Fees as set out in the Contract Term Sheet and/or the Purchase Order. Unless otherwise agreed in writing by the Parties, the Supplier shall not be entitled to charge the Customer for the provision of the Services and/or the Goods other than in accordance with this Clause 7.1. 7.2 The Supplier shall be entitled to invoice the Customer for the Goods and/or the Services provided by the Supplier in a calendar month within 45 days of the end of the month in which such Goods and/or Services are provided. The Customer reserves the right not to pay invoices which are not provided within the 45 day period. 7.3 The Supplier shall procure that any invoice submitted by it under Clause 7.2 shall be in the form agreed with the Customer and shall include/be accompanied by sufficient information to enable the Customer to substantiate the Goods and/or Services provided and the fees charged. 7.4 Unless otherwise agreed in writing between the Parties, the Customer shall use its reasonable endeavours to pay any correctly submitted invoice submitted by the Supplier under Clauses 7.2 and 7.3 within 45 days from the date the invoice was received by the Customer. The Customer shall confirm in writing to the Supplier if it anticipates it will not be in a position to pay the invoice within the time-limit specified. 7.5 The Customer shall be entitled to deduct from any monies due or to become due to the Supplier, any monies due to the Customer from the Supplier. 7.6 Except where otherwise stated in the Contract Term Sheet or Purchase Order, the Fees are inclusive of VAT. 7.7 Unless otherwise agreed in writing between the Parties, the Supplier may not increase its Fees without the prior written consent of the Customer and the Customer must be given at least 90 days’ notice of any such proposed increase. Where appropriate, the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Goods and/or Services, and shall allow the Customer to inspect such records at all reasonable times on request. Any fee increase is at the absolute discretion of the Customer and if the Customer does not approve the increase in writing, the Fees shall remain as stated in the Contract Term Sheet or Purchase Order. 8. VARIATIONS 8.1 No variation to a Contract shall be effective unless made in writing and signed by a duly authorised representative of the Supplier and the Director of Procurement of the Customer. 8.2 Notwithstanding the provisions of Clause 8.1 above, if the Customer proposes a variation to a Contract, it shall advise the Supplier as soon as reasonably practicable of the changes required. For the avoidance of doubt, the Parties to these terms and conditions accept and acknowledge that any increase or decrease to the number of Locations or the amount of Goods or scope of Services provided under these terms and conditions shall be automatically approved provided that any such increase or decrease falls within a range of + / - 5% of the total levels for the previous 12 months. Any change proposed outside of this range shall require the Supplier to confirm, in writing, all implications such change would, if implemented, have on the Goods, Services, Fees and the Supplier's obligations under these terms and conditions. All changes shall be recorded in writing in accordance with Clause 8.1 above. 9. RISK AND TITLE 9.1 The Supplier warrants that it has full clear and unencumbered title to all Goods provided by the Supplier to the Customer, and that at the date of delivery of such items to the Customer it will have full and unrestricted rights to transfer all such items to the Customer. 9.2 Unless otherwise stated on the Purchase Order and subject to Clause 4.5, risk in the Goods shall pass to the Customer upon completion of delivery as specified in Clause 4.3 and title to the Goods or any part of the Goods shall pass to the Customer upon the earlier of the delivery of the Goods or the time of any payment for the Goods. 9.3 The Supplier shall be responsible for the packaging, transport and unloading costs and insurance of the Goods to their full value against all risk of damage to or loss of prior to completion of delivery. 9.4 All tools, equipment and materials of the Supplier required in the performance of the Supplier's obligations under the Agreement shall be and remain at the sole risk of the Supplier whether or not they are at the Location or any other premises of the Customer. 9.5 In the event that title in the Goods has passed to the Customer before the Goods have been delivered, then the Supplier will procure adequate insurance in respect of the Goods, store them separately from any other items belonging to the Supplier and/or any third party and clearly mark them as belonging to the Customer. The loss or destruction for any reason of the Supplier's equipment or materials held on any Location or other Customer premises shall not relieve the Supplier of its obligation to supply the Goods and/or Services in accordance with these terms and conditions. 10. INSPECTION AND TESTING 10.1 Any inspector or representative authorised by the Customer shall be entitled to inspect the Goods either complete or in the process of manufacture or, as the case may be, the Services being performed at any reasonable time either at the Supplier's works or at the works of any sub-contractor. The Supplier hereby grants (and in the case of a sub-contractor, undertakes to procure) an irrevocable licence to the Customer, its officers, employees and agents to enter upon any premises of the Supplier or the sub-contractor, with or without vehicles, for the purpose exercising its rights under this Clause 10.1. 10.2 Any inspector or representative of the Customer appointed under Clause 10.1 above, may in its sole discretion, require all defects or deficiencies to be made good and alterations made in the event of any failure of the Supplier, in the opinion of the Customer, to comply with the terms of a Contract, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of all or any part of the Goods and/or the Services. 11. WARRANTIES 11.1 The Supplier warrants its expertise and confirms the accuracy of all statements and representations made to the Customer in respect of the Goods and/or the Services. 11.2 Nothing contained in these terms and conditions shall in any way detract from the Supplier's obligations and/or any terms implied under common law or statute, or any express warranty or condition contained a Contract Term Sheet or Purchase Order. 11.3 Notwithstanding that: 11.3.1 the Customer has accepted all or part of the Goods and/or the Services; or 11.3.2 where the contract is for the sale of specific goods, title in the Goods has passed to the Customer any breach by the Supplier of any express or implied condition to be fulfilled by it may (subject to Clause 11.5) be treated as a ground for rejecting the Goods and/or the Services and treating the contract for the Goods and/or the Services as repudiated. 11.4 The Customer shall be entitled to require the Supplier to perform the obligations contained in Clause 11.5 or, at its option, reject the Goods and/or the Services and treat the contract for the Goods or the Services as repudiated at any time prior to the expiration of the following periods:- 11.4.1 where the defect is apparent on a visual inspection, three months after delivery of the defective Goods to the Customer; or 11.4.2 in any other case three months after the Customer has discovered the defect in question. 11.5 Unless otherwise agreed in writing between the Parties, without prejudice to the Customer's right to treat the contract for the Goods or the Services as repudiated, where the Customer notifies the Supplier of any defective or damaged Goods (whether due to defective design, materials or workmanship or otherwise) or faulty workmanship in the provision of the Services, the Supplier shall be responsible for making good at its own cost and as soon as reasonably practicable, the defective or damaged Goods or faulty workmanship. This shall extend to full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses otherwise incurred by the Customer including but not limited to costs in relation to the premises at which the Goods are situated and/or the Services performed or to other plant and machinery in order to enable or facilitate such making good by the Supplier. 11.6 The Supplier agrees to assign to the Customer upon request the benefit of any warranty, guarantee or similar right which it has from any third party manufacturer or supplier of the Goods and/or the Services or any part thereof. 12. HEALTH AND SAFETY 12.1 The Supplier warrants and represents that: 12.1.1 in the design, manufacture, supply and installation of the Goods (including all work on site) and the provision of information relating to them and/or the performance of the Services it will comply with the duties imposed on it by the Health and Safety at Work Act 1974 and all other statutory provisions, bye-laws, rules and regulations so far as they are applicable to the location or the Goods and that it will perform a Contract such that no liability is incurred by the Customer under such statutory provisions, bye-laws, rules and regulations; and 12.1.2 that all the Goods and/or the Services will be supplied with all necessary safety guards and devices (as appropriate) sufficient to comply with current statutory requirements. Where the Goods are to be supplied and/or the Services are performed without guards or safety devices then the Supplier must:- (a) state such to be the case in writing in its quotation or acknowledgement of order; and (b) specify in writing such guards and devices as will be required to be purchased by the Customer. 12.2 The Supplier will, and will ensure that its employees, agents and sub-contractors will comply at all times with any health and safety policy of the Customer in force from time to time at the relevant Location or such other premises as may be agreed by the Parties. The Customer will use its reasonable endeavours to provide a copy of such policy to the Supplier prior to the delivery of Goods or provision of Services. 13. MARKING OF GOODS AND PUBLICITY 13.1 Neither the details of any Contract nor the name of the Customer shall be disclosed to any third party or used by the Supplier for advertisement or publicity purposes without the Customer's prior written consent. 13.2 The Supplier shall not either during the term of these terms and conditions or at any time thereafter disclose to any person, firm or company any manufacturing process or trade secret of the Customer in connection therewith or any information relating thereto. 14. CONSUMER PROTECTION ACT 1987 14.1 The Supplier warrants that all the Goods supplied to the Customer together with all necessary instructions, information and warnings supplied with them will be designed, manufactured and produced in such a manner as to ensure that under no circumstances could the Goods be held to be defective pursuant to the Consumer Protection Act 1987. 14.2 If the Supplier becomes aware at any time of any incidents, events or discoveries which are in any way relevant to the safe operation of the Goods previously supplied, the Supplier shall without delay issue written notice of them to the Customer. 14.3 The Supplier shall indemnify, reimburse and compensate the Customer for all losses and damages (including costs, expenses and charges for legal action in which the Customer may be involved) which the Customer may incur or have to bear as a result of any claim or claims arising as a result of the Goods being adjudged defective pursuant to the provisions of the Consumer Protection Act 1987. 15. CANCELLATION Without prejudice to any other specific provision of these terms and conditions or any other right available to it, the Customer shall have the right to cancel any Contract in whole or in part at any time by giving reasonable written notice to the Supplier whereupon all work under the Contract (or the cancelled part) shall be discontinued and the Customer shall pay to the Supplier a fair and reasonable proportion of the Contract in respect of the Goods and/or Services previously delivered and on such payment no further sum or sums shall be due by way of damages, loss of profits or otherwise from the Customer to the Supplier by reason of such cancellation. 16. RECORDS 16.1 When drawings, circuit diagrams, cable layouts and schedules, parts, lists and operating and maintenance instructions or like documentation are supplied by the Supplier, these may be used by the Customer for the installation, operation and maintenance of plant, such right to include the production or purchase by the Customer, for its use only, of any part or parts of the Goods for the purpose of repairing them or replacing parts. 16.2 All such drawings, information and documentation supplied by the Supplier shall be treated as Confidential Information belonging to the Customer. 17. CONFIDENTIALITY 17.1 The Supplier undertakes to keep secret and strictly confidential and shall (i) only use the Confidential Information for the purpose of performing its obligations under a Contract and (ii) not disclose Confidential Information to any third party, without the Customer’s prior written consent, provided that:- 17.1.1 the Supplier shall not be prevented from using any general knowledge, experience or skill which were in its possession prior to the commencement of a Contract or was independently developed or acquired otherwise than from the performance of a Contract; 17.1.2 the provisions of this Clause shall not apply to any Confidential Information which: * is in or enters the public domain other than by breach of a Contract; or * is obtained from a third party who is lawfully authorised to disclose such information; or * is authorised for release by the prior written consent of the Customer. 17.2 Nothing in this Clause shall prevent the Supplier from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law provided that it will promptly notify the Customer of any such requirement and allow the Customer to take such action as it considers necessary to prevent such Confidential Information being disclosed. 17.3 At the Customer's request, made at any time during the course of a Contract, and in any event upon termination of a Contract for whatever reason, the Supplier will deliver up to the Customer or, at the Customer's option, destroy any and all materials containing the Confidential Information in whatever medium is in its possession, power or control. 18. DATA PROTECTION 18.1 The Supplier shall comply with the Applicable Data Protection Laws. In particular the Supplier agrees to: 18.1.1 maintain technical and organisation security measures sufficient to comply with the obligations imposed on the Customer; 18.1.2 only process Personal Data for and on behalf of the Customer for the purpose of performing the Services in accordance with these terms and conditions and to ensure strict compliance with the Applicable Data Protection Laws; 18.1.3 allow the Customer to audit the Supplier's compliance with the requirements of this Clause 18 on reasonable notice and/or to provide the Customer with evidence of its compliance with the obligations set out in this Clause 18; 18.1.4 take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data, and their treatment of the Personal Data as confidential; 18.1.5 not transfer Personal Data to any country outside the European Economic Area (EEA) without the prior written consent of the Customer or as otherwise expressly agreed to in these terms and conditions or any Purchase Order; 18.1.6 notify the Customer without undue delay of any Personal Data breach, such notice to include all information reasonably required by the Customer to comply with its obligations under Applicable Data Protection Laws. The Supplier shall cooperate with the Customer to enable the Customer to deal with any notification and investigation process which may result from a Personal Data breach; and 18.1.7 cease Processing the relevant Personal Data upon the termination of a Contract and at the Customer's option either return, or delete, the Personal Data. 18.2 The Supplier shall indemnify the Customer and keep the Customer fully indemnified against all and any claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith incurred by the Customer as a result of any claim made or brought by any individual or other legal person in respect of any loss, damage or distress caused to that individual or other legal person as a result of the Supplier's unauthorised processing or access, unlawful processing or access, destruction of and/or damage to, or loss of any Personal Data processed by the Supplier, its employees or agents in their performance of a Contract or as otherwise may be agreed between the Parties. 18.3 Both Parties agree to use all reasonable efforts to assist each other to comply with their respective obligations under Applicable Data Protection Laws. For the avoidance of doubt, this includes the Supplier providing the Customer with reasonable assistance in complying with subject access requests made to the Customer and immediately delivering up to the Customer all subject access requests made to the Supplier which relate to the Goods and / or the Services and shall provide the Customer and allow the Customer to respond to such request as if it had been made directly to the Customer. 19. PREVENTION OF BRIBERY AND CORRUPTION 19.1 The Supplier shall: 19.1.1 comply with all applicable laws, statutes, regulations, and codes (and the Customer’s policies and procedures) relating to the prevention of bribery and corruption including but not limited to the Bribery Act 2010; 19.1.2 have and shall maintain in place throughout the term of these terms and conditions its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and will enforce them where appropriate; 19.1.3 promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of these terms and conditions; 19.1.4 immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees); 19.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with these terms and conditions does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 19 and the Supplier shall be responsible for the observance and performance by such persons of such terms. 19.3 For the purpose of this Clause 19, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 19 a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier. 19.4 The Supplier shall indemnify the Customer against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Customer as a result of any breach of this Clause 19 by the Supplier or any breach of provisions equivalent to this Clause 19 in any subcontract by any subcontractor. 20. MODERN SLAVERY 20.1 The Supplier shall comply with the Modern Slavery Act 2015 and any other applicable legislation from time to time in force. 20.2 The Supplier represents, warrants and undertakes that it conducts its business in a manner that is consistent with the Modern Slavery Act 2015. 20.3 The Supplier shall indemnify the Customer against all and any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Customer as a result of any breach of the Modern Slavery Act 2015 in the provision of the Services. 21. REVIEW AND AUDIT 21.1 If required by the Customer, the Parties shall: 21.1.1 meet monthly to review the Supplier’s performance under a Contract and evaluate and agree actual attainment levels as marked against the KPIs; and 21.1.2 meet quarterly to review performance trends highlighted by the Supplier’s performance under a Contract, the scope of the Goods / Services and any requirement for changes to a Contract; and 21.1.3 meet annually to carry out a full review of a Contract and to agree all Fees chargeable for the following year (if applicable). 21.2 All changes agreed as a result of the review set out in Clause 21.1.2 above shall be noted in writing in accordance with Clause 8 above. 21.3 During the course of a Contract and for a period of 12 months after its termination for any reason, the Customer (or its authorised representatives) shall be entitled, on 14 days' notice being given to the Supplier, to enter the Supplier's premises (or vehicles where applicable) for the time being during normal office hours and to carry out an audit of the Supplier for the purpose of investigating its compliance with its obligations, inspect the Goods and/or to verify the Fees. The Supplier shall provide the Customer (or its authorised representatives) with every assistance reasonably required by the Customer (or its authorised representatives) and shall provide such assistance without charge to the Customer (or its authorised representatives). The Supplier shall allow the Customer to inspect and photocopy without charge any information which the Customer (or its authorised representatives) reasonably deems to be relevant to the audit. 22. INTELLECTUAL PROPERTY 22.1 The Supplier acknowledges that any existing and future Intellectual Property rights created by or on behalf of it solely in connection with the Goods and/or the Services or any other goods or services provided by the Supplier to the Customer shall vest in the Customer and the Supplier hereby assigns all such existing and future Intellectual Property rights to the Customer. 22.2 If requested by the Customer, the Supplier shall forthwith do all such acts and execute all documents as may reasonably be required by the Customer to perfect its title to the Intellectual Property assigned, or intended to be assigned, to it under Clause 22.1. 22.3 The Supplier hereby irrevocably waives all and any moral rights under the Copyright, Designs and Patents Act 1988 and in respect of any copyright works created by the Supplier or any personnel employed or engaged by it and provided to the Customer. The Supplier shall procure that all personnel employed or engaged by it in the creation of such works shall waive any and all moral rights under the Copyright, Designs and Patents Act 1988 in respect of such works without charge to the Customer. 22.4 Where the Supplier uses any Intellectual Property in the provision of the Goods and/or the Services and such Intellectual Property has not been created by the Supplier solely in connection with the Goods and/or the Services or any other goods or services provided by the Supplier to the Customer:- 22.4.1 the Supplier hereby grants to the Customer an irrevocable, perpetual, world-wide royalty-free licence to use such Intellectual Property as is owned by the Supplier and provided to the Customer in connection with the Goods and/or the Services or any other goods and/or services provided by the Supplier to the Customer at any time before, on or after the Commencement Date, including the power to sub-licence; and 22.4.2 the Supplier shall (at its own cost) arrange for and provide to the Customer such licences to use third parties' Intellectual Property as the Customer shall require as a result of or in connection with the Goods and/or the Services, or any other services provided by the Supplier to the Customer at any time before, on or after the Commencement Date or any software, documentation, data or material provided to the Customer by the Supplier at any time before, on or after the Commencement Date. 22.5 The Supplier will indemnify and keep fully and effectively indemnified the Customer on demand from and against any and all claims made against the Customer alleging that the use of the Goods and/or the performance of the Services infringes the Intellectual Property rights of a third party. Such indemnity will include all liability, losses, damages, costs and expenses of any nature incurred by the Customer directly or indirectly to the extent arising as a consequence of or in connection with such claim. The indemnity in this Clause shall remain in full force and effect notwithstanding the termination or expiry of a Contract. 23. INDEMNITY AND LIMIT OF LIABILITY 23.1 The Supplier shall indemnify and keep indemnified the Customer against any and all claims, demands, liabilities, losses and expenses suffered or incurred by the Customer as a result of any breach of a Contract by the Supplier, its employees, agents or sub-contractors or as a result of any act or omission of the Supplier, its employees, agents and sub-contractors. 23.2 Nothing in these terms and conditions limits or excludes either party's liability for (i) deliberate or wilful default; (ii) death or personal injury caused by negligence; (iii) fraud or fraudulent misrepresentation; (iv) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; (v) any liability that cannot legally be limited or excluded; (vi) the Supplier's liability under the indemnities given under clause 14.3 (Consumer Protection), 18.2 (Data Protection), 19.4 (Bribery), 20.3 (Modern Slavery) and 22.5 (Intellectual Property) of these terms and conditions. 23.3 The Supplier’s total aggregate liability to the Customer for any and all claims whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising out of or in connection with a Contract shall not exceed the greater of £2,000,000 (two million pounds) and 200% of the Fees paid or payable in the preceding twelve months from the date that the first claim arose. If the claim arises in the first year of a Contract then the amount shall be calculated as 200% of an estimate of the Fees paid and payable for a full twelve months. 23.4 Neither party shall have any liability for loss of profits or indirect or consequential loss. 23.5 Clause 23.3 does not exclude any liability the Supplier may have for: 23.5.1 sums paid by the Customer to the Supplier pursuant to this agreement in respect of any Services not provided in accordance with a Contract; 23.5.2 wasted expenditure; 23.5.3 costs and expenses incurred by the Customer in remedying the Supplier's default. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials; 23.5.4 costs incurred by the Customer in procuring and implementing replacements for, or alternatives to, Services not provided in accordance with a Contract; 23.5.5 losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the Supplier's default. For these purposes, third party claims include demands, fines, penalties, actions, regulatory investigations or proceedings. 24. INSURANCE 24.1 The Supplier shall take out and maintain during the course of these terms and conditions and for a period of six years afterwards, an all risks public liability insurance policy, an all risks employers liability insurance policy and an all risks professional indemnity insurance policy (and an all risks vehicle/fleet insurance policy where applicable), with an insurance company of good repute, upon terms which are satisfactory to the Customer and sufficient to cover its liabilities under a Contract (including, without limitation, its liability under Clause 23), each such policy to provide cover, in any event, of no less than £5 million per claim. 24.2 The Supplier shall upon request produce to the Customer a copy of the insurance policy and a receipt for payment of the then current premium. In the event that the Supplier fails to provide such copy and/or receipt, the Customer may, in its sole discretion and at the expense of the Supplier, procure suitable insurance on the behalf of the Supplier. For the avoidance of doubt, the Supplier shall be liable under all the provisions of a Contract (including, without limitation, Clause 23) whether or not it complies with the provisions of this Clause 25. 24.3 The Supplier shall also ensure that any sub-contractors also maintain adequate insurance having regard to the obligations under these terms and conditions that they are required to fulfil. 25. TERM AND TERMINATION 25.1 These terms and conditions shall come into effect on the Commencement Date (as set out in a Contract Terms Sheet) and shall continue until the termination or expiry of a Contract provided that any terms and conditions expressed to survive termination or expiry shall continue in full force and effect. 25.2 The Customer may terminate a Contract at any time without cause on no less than one months’ written notice to the Supplier. 25.3 Either Party may terminate these terms and conditions forthwith by notice in writing if:- 25.3.1 the other Party is in breach of these terms and conditions and fails to remedy the breach (if capable of remedy) within 30 days of written notice of the breach being given by the Party not in breach; or 25.3.2 the other Party becomes subject to a voluntary arrangement under Section 1 of the Insolvency Act 1986, becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, passes a resolution for its winding up or has a petition presented to any court for its winding up or for any administration order; or 25.3.3 the other Party enters into any composition or arrangement (whether formal or informal) with its creditors, has a bankruptcy order made against it, is the subject of an application for an interim order under Section 253 of the Insolvency Act 1986, has an interim receiver of his property appointed under Section 286 of the Insolvency Act 1986; or 25.3.4 the other Party enters into a voluntary arrangement under Clause 4 of the Insolvent Partnership Order 1994 (the "Order"), has a petition presented to any court for its winding up under Clause 7 or 8 of the Order, has a petition presented to any court for an administration order under Clause 6 of the Order, has presented a petition for winding up under Clause 9 or 10 of the Order or presents a joint bankruptcy order under Clause 11 of the Order; or 25.3.5 the other Party ceases or threatens to cease, to carry on all or substantially the whole of its business. 26. CONSEQUENCES OF TERMINATION 26.1 Termination of a Contract for any reason shall be without prejudice to any right or remedy of either Party which may have accrued prior to such termination. 26.2 Upon termination of a Contract for any reason whatsoever, the Supplier will promptly deliver up to the Customer all tooling, materials, documentation and other items belonging to the Customer, including any and all tangible, written or other records containing the Customer's Intellectual Property and Confidential Information. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. 26.3 Notwithstanding termination of a Contract for any reason, the following provisions in these terms and conditions shall continue in full force and effect: Clause 7 (Fees and Payment), Clause 12 (Health and Safety), Clause 14 (Consumer Protection) Clause 17 (Confidentiality), Clause 18 (Data Protection), Clause 19 (Bribery), Clause 20 (Modern Slavery), Clause 21 (Audit), Clause 22 (Intellectual Property), Clause 23 (Indemnity) and this Clause 26 (Consequences of Termination). 27. FORCE MAJEURE 27.1 Subject to the remaining provisions of this Clause 27, to the extent that the Supplier is prevented from performing its obligations under these terms and conditions for reasons beyond the Supplier's reasonable power to control, including flood, elements of nature, acts of war, Government action, terrorism or civil unrest, (a "Force Majeure Event") then the Supplier's duty to perform its obligations under these terms and conditions shall (during the continuation of the Force Majeure Event) be read and construed as an obligation to perform such obligations to the level reasonably achievable in the circumstances of the Force Majeure Event. 27.2 The Supplier will not be entitled to invoke the provisions of Clause 27.1 unless it fully performs the following obligations, namely:- 27.2.1 on becoming aware of any Force Majeure Event which gives rise, or which is likely to give rise, to any failure or delay in the performance of its obligations under these terms and conditions, it notifies the Customer giving details of the Force Majeure Event, the obligations on its part which are affected and its reasonable estimate of the period for which such failure or delay will continue; and 27.2.2 it provides written confirmation and reasonable evidence of such Force Majeure Event within two (2) Working Days of notification under Clause 27.2.1; and 27.2.3 it takes all reasonable steps to prevent, avoid, overcome and mitigate the effects of such Force Majeure Event. 27.3 If the Supplier is prevented from performing its obligations under these terms and conditions by a Force Majeure Event which continues for more than 14 days then the Customer will be entitled to terminate a Contract without any liability to the Supplier (other than in relation to any obligation for payment of any sums incurred or due up to the point of termination) forthwith on giving written notice of termination to the Supplier. 28. ASSIGNMENT AND SUB-CONTRACTING 28.1 The Supplier shall not assign, sub-contract or seek to dispose of any of its rights or obligations under a Contract without the prior written consent of the Customer. 28.2 If the Supplier sub-contracts the whole or part of its obligations under these terms and conditions in accordance with Clause 29.1 above, the Supplier shall procure the sub-contractor's written consent to abide by the terms of a Contract and the Supplier shall remain liable to the Customer under a Contract. 28.3 The Customer may at any time assign, transfer, charge, subcontract or deal in any other matter with all or any of its obligations under a Contract to any Group Company, third party or agent. 29. STATUS OF PARTIES 29.1 Nothing in these terms and conditions shall be construed as establishing or implying any partnership or joint venture between the Parties or shall be deemed to constitute either Party as the agent of the other or to allow either Party to hold itself out as acting on behalf of the other. 29.2 Where appropriate, the Supplier shall bear exclusive responsibility for the payment of national insurance contributions as a self-employed person and for discharge of any income tax and VAT liability arising out of remuneration for the performance of the Services and/or the provision of the Goods under these terms and conditions. 30. ENTIRE AGREEMENT 30.1 Each Party acknowledges that a Contract Term Sheet, Purchase Order and these terms and conditions together constitute the entire agreement and understanding between the Parties with respect to the subject matter of a Contract and supersedes all prior discussions, understanding and agreements between the Parties and their agents. 30.2 Each Party also agrees that in entering into a Contract and the documents referred to in it, it is not relying on any statements, warranties, or representations given or made (whether negligently or innocently and whether express or implied), or any acts or omissions by or on the part of any other Party in relation to the subject matter of these terms and conditions, except those expressly set out in these terms and conditions and any other documents referred to above and it shall have no rights or remedies with respect to such subject matter otherwise than under these terms and conditions and the documents executed at the same time as it or referred to in it. 30.3 Nothing in this Clause shall operate to limit or exclude any liability for fraud. 31. SEVERABILITY 31.1 In the event that any term, condition, provision or clause of a Contract shall be nullified or made void by any statute, regulation or order or by the decision or order of any Court having jurisdiction, the remaining terms, conditions and provisions shall remain in full force and effect. 31.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 32. WAIVER 32.1 The Supplier's obligations under a Contract are cumulative and are without prejudice to any obligations imposed on the Supplier or any rights or remedies available to the Customer under the general law. 32.2 A failure by a Party to exercise, or a delay in exercising, any right or remedy under a Contract shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which that Party may otherwise have and no single or partial exercise of any right or remedy under a Contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 32.3 Any waiver of a breach of any of the terms of these terms and conditions or of any default under these terms and conditions shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of these terms and conditions. 33. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 33.1 Subject to clause 33.2, a person who is not Party to a Contract (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 ("the Act") to enforce any term of a Contract. Any right or remedy of a third party which exists or is available apart from the Act is not affected. 33.2 Any member of the Customer’s group of companies may enforce and rely on the terms of these terms and conditions as if it were a Party. Notwithstanding this the Agreement may be terminated or varied by either Party without the consent of the other members of the Customer’s group of companies. 34. NOTICES 34.1 Any notice or other communication under or in connection with a Contract shall be in writing in the English language and shall be delivered personally or sent by pre-paid registered or recorded delivery post (and air mail if overseas) or by facsimile or other electronic media (including email), to the Party intended to receive the notice or communication at its address set out in the Contract Term Sheet or such other address as that Party may specify by notice in writing to the Party giving the notice. 34.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:- 34.2.1 if delivered personally, when left at the address referred to in the Contract Term Sheet; 34.2.2 if sent by mail, other than air mail, two days after posting it; 34.2.3 if sent by air mail, seven days after posting it; and 34.2.4 if sent by facsimile or other electronic media (including email), when it is received as evidenced by a time or date stamp on the relevant fax or email. 34.3 If deemed receipt under this Clause is not between 9.00am to 5.30pm Monday to Friday (not including public holidays in England and Wales), the notice or other notification shall be deemed to have been given at 9.00am on the next such day. 34.4 Each Party's address for the service of notices or other communications shall be set out in the Contract Term Sheet. Any Party may (by notice) notify the other of any change to its address for service. 35. GOVERNING LAW AND JURISDICTION 35.1 The Parties agree that any disputes arising under or in any way connected with the subject matter of a Contract Term Sheet, a Purchase Order or these terms and conditions shall be subject to English law and to the exclusive jurisdiction of the English courts. **** Schedule 1 Supplier Code of Conduct 1. Compliance with laws and regulations 1.1 The Supplier shall operate in compliance with all applicable laws and regulations from time to time in force, including laws and regulations relating to issues addressed in this Code. Priory may modify this Code from time to time by giving the Supplier reasonable notice in writing. 2. Workforce issues 2.1 Slavery, human trafficking and child labour. The Supplier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and code from time to time in force including but not limited to the Modern Slavery Act 2015 in any part of its supply chain. This includes, but is not limited to, not supporting or engaging or requiring any forced labour, the use of child labour, bonded labour, indentured labour and prison labour. 2.2 Human rights. The Supplier shall comply with all internationally recognised human rights understood, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work from time to time in force in any part of its supply chain. 2.3 Equal opportunities. Priory is an equal opportunities employer and seeks to work with like-minded suppliers. Suppliers shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement or any employment practice based on race, caste, colour, national origin, gender, gender identity, sexual orientation, religion, age, marital or pregnancy status, disability, union membership or political affiliation or any other characteristic other than a Worker's ability to perform the job subject to any accommodations required or permitted by law. 2.4 Freedom of association and collective bargaining. The Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining. 2.5 Safe working environment. The Supplier shall provide a safe, healthy, and sanitary working environment and comply with UK health and safety laws and any other relevant laws where it operates. This includes, but is not limited to, implementing general and relevant industry-specific procedures and safeguards to prevent workplace hazards and work-related accidents and injuries. Where such hazards cannot be adequately prevented or controlled, the Supplier shall provide workers with appropriate personal protective equipment to protect against hazards typically encountered in that scope of work. 2.6 Wages and remuneration. The Supplier shall compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of: (a) the minimum wage and benefits established by applicable law; (b) collective agreements; (c) industry standards; and (d) an amount sufficient to cover basic living requirements. 2.7 Harassment. Priory does not tolerate any form of harassment in the workplace, including sexual harassment. The Supplier must take appropriate measures to prevent any form of harassment, from occurring in the workplace including as part of the service provided to Priory and provide evidence of any such measures to Priory on request. 3. Data protection and information security 3.1 The Supplier shall comply with all data protection laws and requirements (including the UK GDPR) when processing any personal data on Priory’s behalf. 3.2 The Supplier shall have in place appropriate measures to: (a) protect the integrity and confidentiality of information (including information belonging to or supplied by Priory held on its systems (which include physical and online or electronic systems); and (b) ensure that there is no unauthorised access of the information by third parties, including its Representatives. 4. Environmental responsibility 4.1 The Supplier shall ensure that: (a) its operations comply with all applicable environmental laws, including laws and international treaties relating to (but not limited to) climate change, waste disposal, emissions, discharges and the handling of hazardous and toxic materials; (b) the goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all applicable environmental laws and treaties; and (c) it will only use packaging materials that comply with all applicable environmental laws and treaties. 4.2 Unless otherwise agreed in writing by Priory, the Supplier shall have in place a suitable environmental management system for managing its environmental risks. As a minimum, the system should include and address the following: (a) an assessment of the environmental impact of all historical, current and likely future operations; (b) steps to continuously improve environmental performance, reduce pollution, emissions and waste; (c) measures to reduce the use of all raw materials, energy and supplies; and (d) raising awareness and training workers in environmental matters. 5. Bribery and corruption 5.1 The Supplier shall comply with all applicable laws, statutes[, codes] and regulations relating to bribery, corruption and fraud (including but not limited to the Bribery Act 2010, Criminal Finances Act 2017 and Economic Crime and Corporate Transparency Act 2023). To that end, the Supplier shall not: (a) accept, offer, promise, pay, permit or authorise: (i) bribes, facilitation payments, kickbacks or illegal political contributions; (ii) money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or (iii) any other unlawful or improper payments or benefits. (b) engage in any activity, practice or conduct that would constitute fraud or a fraud offence under section 199(6) of the Economic Crime and Corporate Transparency Act 2023; (c) evade or facilitate the evasion of tax by another person anywhere in the world. 6. Unfair business practices The Supplier shall comply with all applicable competition laws (including but not limited to the Competition Act 1998), including without limitation those relating to teaming and information sharing with competitors, price fixing and rigging bids. 7. Procuring and managing agents and sub-contractors 7.1 When assessing the Supplier's performance against the requirements set out in this paragraph, Priory shall have due regard to the risk profile of the transaction, the Supplier's ability to comply with the requirements and the consequences where the Supplier fails to meet those requirements. 7.2 The Supplier shall carry out appropriate due diligence on prospective agents and sub-contractors providing Goods or Services to the Supplier and/or to Priory. Due diligence should include the following as a minimum: (a) investigations into prospective agents or sub-contractors stance, public statements, compliance with applicable laws and other actions on human rights, treatment of workers, bribery, ethical behaviour and the environment; (b) risk assessments for countries from which materials, components or finished goods are sourced; and (c) the prospective agents or sub-contractors ability to meet the requirements and principles that are covered in this Code. 8. Training 8.1 The Supplier shall implement a system of training for its workers to ensure that they are aware of the requirements of this Code and the Supplier shall keep a record of all training offered and completed by its workers and shall make a copy of such record available to Priory on request. 9. Self-monitoring and reporting breaches 9.1 The Supplier shall monitor its compliance with the Code and shall report any breaches (actual or suspected) of this Code as soon as possible to Priory’s Director of Procurement. The Supplier shall not retaliate or take disciplinary action against any worker that has, in good faith, reported breaches of this Code or questionable behaviour, or who has sought advice regarding this Code.