TERMS AND CONDITIONS

1. DEFINITIONS
1.1. charges listed for additional services in Appendix III.
1.2.
1.3.
1.4. a bank account which is compliant with Section 42 Landlord & Tenant Act
1987
1.5. means the services as set out in Appendix IV
1.6.
named in the cover sheet to this agreement.
1.7.

1.8.
the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as
amended or updated from time to time, in the UK and then (ii) any successor legislation to the
GDPR or the Data Protection Act 2018.
1.9.
this Agreement, which may be updated from time to time by the written agreement of the Parties.
1.10. means, in relation to a party, its subsidiaries or holding companies from time to
time, any company under common control of or with the party, and any subsidiary of any holding
company from time to time.
1.11.
Property Transfer fees, and the Company Secretarial fees.
1.12.
1.13.
1.14.
1.15.
and as described at the end of this agreement.
1.16. VII
1.17.
1.18.
1.19. this agreement is for a fixed term of one year less one day from 15th March 2024 unless
terminated earlier in accordance with Clause 13.

2 APPOINTMENT
2.1 The Client appoints the Manager to be its managing agent for the Property for the Term.
2.2 For the duration of this agreement, and subject to clause 10.6, the Manager may enter into such
contracts as are reasonably necessary for the management functions of the Property in relation to the
Services being provided under this agreement on behalf of an in the name of the Client.
2.3 The Client agrees to the terms of this agreement and will be deemed to be bound by them upon the
earlier of:
2.3.1 Signature of the agreement by the Client and the Manager: or
2.3.2 Commencement of the provision of the Services by the Manager, in which case the agreement
will be deemed to have come into effect from the date of the provision of the first of such
Services.

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 2.4 For the avoidance of doubt where pursuant to clause 2.3 this Agreement is signed by the Client after
the Manager has commenced provision of the Services, the agreement will be deemed to have come
into effect from the date of the provision of the first of such Services.

3 SERVICES TO BE PROVIDED BY THE MANAGER

The Manager will use reasonable endeavours to perform with reasonable care, skill and diligence:

3.1 the Services set out with the frequency as agreed and specified in Appendix II for the Management Fee
as set out in Appendix I.
3.2 the Additional Services for the Additional Charges as set out in Appendix III
3.3 the Building Safety Services for the fees set out in Appendix IV and
3.4 the Property Transfer Services for the fees set out in Appendix VII

4 COMPLIANCE WITH THE PROVISION OF SERVICES REGULATIONS 2009 (AS AMENDED)

The Manager has provided to the Client the following information:
4.1 Details of its legal status
4.2 Its office address for communication including e-mail addresses and telephone numbers.
4.3 VAT registration number
4.4 Its group ARMA membership and details of where that membership can be checked
4.5 A copy of its complaints handling procedure
4.6 Details of the ombudsman scheme that its group is required to join as a member of ARMA and the RICS.
4.7 Details of the public liability and professional indemnity policies that it holds.

5 CONDUCT OF THE MANAGER

5.1 The Manager will comply with the terms of the leases of the Property.
5.2 The Manager will comply with the requirements of ARMA and the Codes of Practice as appropriate.
5.3 The Manager will comply with relevant landlord and tenant legislation relating to the management of
the Property.
5.4 The Manager will comply with health and safety, fire safety, employment and all other relevant laws and
regulations relating to the management of the Property.
5.5 The Manager will hold professional indemnity insurance including fidelity cover and maintain it during
the Term. On request, the Manager must give the Client a copy of the certificate of insurance.
5.6 The Manager will at all reasonable times allow the Client access to all records and accounts appertaining
to the management of the Property.
5.7 The Manager will comply with the rules of the Financial Conduct Authority, RICS Designated Professional
Body scheme, or equivalent when carrying out any regulated insurance activities.
5.8 In relation to insurance, the Manager will prepare administer and submit communal insurance claims
where necessary as a result of incidents covered by the buildings insurance policy and shall proceed
with all communal claims diligently and expeditiously.
5.9 Any insurance monies should be paid by insurers or their representatives to the contractors responsible
for reinstatement. Any monies received by the Manager shall be paid promptly into the relevant client
account and used to offset any service charge expenditure incurred in respect of the matter to which
the insurance monies relate, and the Manager hereby acknowledges and agrees that:
5.9.1 All insurance monies recovered shall be held on trust for the relevant leaseholders; and

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 5.9.2 All interest on such monies shall accrue to the relevant client account for the benefit of the
leaseholders.

6 CONDUCT OF THE CLIENT

6.1 The Client will use its reasonable endeavours to ensure, where applicable, the handover of the
documents listed in Appendix V (the Takeover list) to the Manager.
6.2 The Client will not issue any instructions to the Manager that are contrary to the terms of the leases of
the Property and/or the recognised Codes of Practice, or which breach any legislation relating to the
management of the Property.
6.3 Where instructions are issued which the Manager believes may be contrary to the leases and/or the
Codes of Practice, or which may breach legislation, the Manager will notify the Client of this. If the Client
requires that the Manager comply with any instructions which are contrary to the terms of the leases of
the Property and/or the recognised Codes of Practice, the Client shall indemnify the Manager in relation
to those instructions.
6.4 The Client will act in a manner that ensures there is no unlawful discrimination in the provision of
services, the sales and lettings of units at the Property and the employment of any staff or contractors.
6.5 The Client will not give instructions to any staff working solely at the Property. Any

Parties.
6.6 the Client will act promptly and without delay.
6.7 If requested to do so by the Manager, the Client will provide instruction to the Manager without delay,
and will not unreasonably withhold such instructions.
6.8 If requested to do so pursuant to Clause 10.7, the Client will promptly review and respond to the
enable the Manager to continue providing the Services.
6.9 If work is required to comply with health and safety legislation, to authorise the Manager to proceed
with that work or, in the absence of such authorisation, to indemnify the Manager against all liabilities,
expenses, damages, and costs (including legal and professional costs) arising.
6.10 The Client is not required Term but
is advised to do so.
6.11 The Client will keep the Manager informed of any notices, sales of leaseholds or freehold, possible
formation of resident associations, exercise of the right to manage, enfranchisement, applications to the
First-tier Tribunal (Property Chamber), or any other matter relating to the management of the Property
of which the Client becomes aware.
6.12 When oral instructions are given by the Client to the Manager, these should be confirmed in writing by
post or email within 7 days.
6.13
undertakings and provided supporting information to substantiate their capabilities in their chosen
field. It is recognised that the Client may from time to time wish to nominate their own contractors to
work on the Property and in such circumstances the Client will use their best endeavours to ensure that
(as notified
by the Manager from time to time) or, in the absence of such compliance, will indemnify the Manager
in relation to any issues that may arise as a result of such non-compliance.
6.14 The Client recognises that a shared objective between it and the Manager is to improve the sustainability
of the management of the Property and accordingly it will support the Manager in the implementation
of initiatives which are compatible with this objective. These will include (but will not be limited to) the
implementation of electronic billing and electronic service of legal documentation. The Client
acknowledges that such initiatives may include the introduction of a nominal fee being charged in
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 respect of lessees who insist on paper records being served, to cover the duplication of effort and out-
of-pocket expenses involved.
6.15 Where public liability insurance is not arranged by the Manager, the Client will either:
6.15.1 Ensure that the Manager is named as an insured party on the policy; or
6.15.2
premium, equivalent to £10 + VAT per unit per annum.

7 DISCLOSURES, COMMISSIONS AND ASSOCIATED COMPANIES

7.1 The Manager undertakes to disclose in writing to the Client all present and future commission
arrangements that may apply to its management of the Property (if any).
7.2 The Manager is authorised by the Client to retain the commission (if any) from such arrangements so
declared, subject to the Client having an opportunity to procure that element of the service itself, should
it so wish.
7.3 Client bank accounts:
7.3.1 client bank accounts, including general accounts for collections and payments,
earn interest in accordance with the rates published on property specific
websites. These client accounts are held in designated individual trust accounts separate from
the corporate accounts of the Manager.
7.3.2 Due to the size of the overall client balances, the bank may pay enhanced rates of interest. In
addition the Manager may receive remuneration from its bankers where the banking
arrangements reward the Manager for the overall aggregate balance of client funds held with
the bank, subject to Clients receiving a fair market rate of interest on their funds which form
part of such overall aggregate balances.
7.3.3 To the extent that such banking arrangements may include penalties upon the Manager in the
event that such overall aggregate balances fall below a certain level it is confirmed for the
avoidance of doubt that such penalties are for the Manager to bear, and shall not impact the
fair market rate of interest that Clients receive on their funds.
7.3.4 Any interest that is received on the general collections and payments accounts (but not, for
the avoidance of doubt designated client accounts) will be retained by the Manager, due to
the difficulty of allocating that interest to the individual client accounts. In relation to
transaction costs and bank charges that are levied by the bank with whom the accounts are
held in relation to the operation of a designated client bank account, these will be recharged
to the client bank account up to a maximum of £2.50+VAT per account per month.
7.4 The Manager has disclosed to the Client the details of any related companies with whom the Manager
has an interest.
7.5 The Manager will disclose to the Client on request any relationship, other managements or interest of
any kind it has with the freeholder/landlord of the Property, if the Client is not the freeholder/landlord.

8 FEES AND CHARGES

8.1 The fees and charges payable by the Client to the Manager are as set out in the Appendices to this
agreement and are payable without any right of set-off against any other account with the Client.
8.2 The Client authorises the Manager to deduct the Management Fee, Additional Charges, and Building
Safety fees from the designated bank account on the dates set out in the Fee Agreement.
8.3 No setting up fee shall apply.
8.4 If the Manager has made a request in writing of the Client for funding in accordance with Clauses 6.7
and 10.7 and the Client has declined to provide such funds within a reasonable period of time then the

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 Manager shall be entitled (but not obliged), where strictly necessary, to fund the Services from its own
resources. The Manager shall be entitled to recover such funding from the designated bank account
and charge simple interest on the amounts funded in accordance with Clause 8.5.
8.5 The Client will pay to the Manager interest on any overdue fees and charges payable by the Client to
the Manager at the rate of 4% over base rate of Barclays Bank from the date the fee or charge became
due until the date of payment.

9 CHANGES TO MANAGEMENT FEE AND ADDITIONAL CHARGES

9.1 On the Review Date the amounts payable under Clause 8 may be varied as follows:
9.1.1 By agreement between the Parties; or
9.1.2 If no agreement is reached, then the amount by which the Consumer Price Index (CPIH) has
changed for the 12-month period ending on the date that is 4 months before the Review Date,
subject to a minimum increase of 2%.
9.2 Any Fees may be subject to specific alteration where legislative obligations or changes of the services
required add to the existing workload.

10
10.1 The Manager will comply with statutory, ARMA and RICS rules for banking and holding any funds of the
Client in one or more Bank Accounts. Any such client funds will be held in trust for the benefit of the
leaseholders of the Property in accordance with Section 42 of the Landlord and Tenant Act 1987.
10.2 The Manager will open one or more Bank Accounts on behalf of the Client in the name of the Property
or name of the Client for the receipt of all money due to the Client and the payment of expenses relating
to the Property and, where required, the Manager will open a further Bank Account(s) on behalf of the
Client in the name of the Property or name of the Client for the receipt of reserve fund(s) contributions
made by lessees. In addition, the Manager operates a common receipts account to receive all income
which is then promptly transferred to the designated Client bank accounts. This account is held with
Bank of Scotland, account number 06980028 and titled R&R Ltd Client Receipts Account, or other such
bank and account notified to the client in writing.
10.3 The Client authorises the Manager to make payments for the benefit of the Property (within the limits
set out in Clause 10.6 below) from the Bank Account(s) held for the Property.
10.4 The Client authorises the Manager to deduct any outstanding Fees from the Bank Account following
termination of this management agency agreement.
10.5 It is hereby agreed that interest earned on the Bank Account(s) shall be a credit to that Bank Account(s),
while any negative interest levied shall be charged to that Bank Account(s).
10.6 The expenditure authorisation limit of the Manager without referral to the Client shall be £5,000.00
inclusive of VAT (per item). However, expenditure noted in the annual service charge budget shall not
require separate authorisation.
10.7 The Manager will notify the Client as soon as possible of any lack of funds to pay for the Services. The
Client may put the Manager in funds to pay for services required if there is a deficit for any reason and
the Manager may cease to provide Services if insufficient funds are available. Subject to Clause 10.8
below, the Manager shall not borrow from the reserve funds for the property to pay for Services, unless
the Client has approved this in writing in advance.
10.8 Where deemed reasonably necessary to alleviate a temporary lack of funds, the Client hereby authorises
the Manager to borrow from the reserve account, a sum equivalent to 10% of the annual service charge
budget for the relevant schedule, (excluding reserve contributions) without prior notification or
approval, such loan to be notified to the Client within 5 working days, and subject to funds being repaid
at the earliest opportunity.
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11 LIABILITY
11.1. References to liability in this Clause 11 include every kind of liability arising under or in connection with
this agreement including but not limited to liability in contract, tort (including negligence),
misrepresentation, restitution, deliberate default or otherwise.
11.2. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited
to liability for:
11.2.1. death or personal injury caused by negligence;
11.2.2. fraud or fraudulent misrepresentation; and
11.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
Supply of Goods and Services Act 1982 (title and quiet possession).
11.3.
11.3.1. for damage to property caused by the negligence of its employees and agents in connection
with this agreement shall not exceed £2,000,000 for any one event or series of connected
events;
11.3.2. for all other loss or damage which does not fall within sub-clause 11.3.1 shall not exceed
£500,000.
11.4. Subject to Clause 11.2, 500,000.
11.5. Subject to Clause 11.2, the following types of loss are wholly excluded:
11.5.1. Loss of profits.
11.5.2. Loss of sales or business.
11.5.3. Loss of agreements or contracts.
11.5.4. Loss of anticipated savings.
11.5.5. Loss of use or corruption of software, data or information.
11.5.6. Loss of or damage to goodwill.
11.5.7. Indirect or consequential loss.
11.6. Subject to Clause 11.2, the Manager shall not be liable for any loss, injury, damage or legal or other
expenses incurred as a result of:
11.6.1. The Manager having reasonably relied upon the Client to provide accurately all relevant
information;
11.6.2. Any inaccurate forecast by the Manager of future income or expenditure unless done so
negligently;
11.6.3. Any defect in the Property, or plant and machinery, equipment or materials used for the
property, whether or not such defect be latent or apparent upon examination;
11.6.4. The act, omission or insolvency of any person other than the Manager;
11.6.5. Any lack of funds required to meet service charge expenditure in circumstances where such
lack of fund has been notified to the Client and the Client has declined or failed to provide
necessary funding; or
11.6.6. Any loss of use or corruption of software, data, or information
11.7. Unless a party notifies the other party that it intends to make a claim in respect of an event within the
notice period, the other party shall have no liability for that event. The notice period for an event shall
start on the day on which the party wishing to make a claim became, or ought reasonably to have
become, aware of its having grounds to make a claim in respect of the event) 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.

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 12. INDEMNITY
12.1.
of this clause shall be for the benefit of the Manager and each such subsidiary, and shall be enforceable
by each such subsidiary, in addition to the Manager.
12.2. The Client shall indemnify the Manager against all liabilities, costs, expenses, damages and losses
(including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable
professional costs and expenses) suffered or incurred by the Manager arising out of or in connection
with any claim made against the Manager by a third party arising out of or in connection with the
provision of the Services, to the extent that such claim arises out of:
12.2.1. the breach, negligent performance or failure or delay in performance of this agreement by the
Client, its employees, agents or subcontractors; or
12.2.2.
the Manager is liable (whether in contract, tort, or otherwise) for a matter.
12.3. If any third party makes a claim, or notifies an intention to make a claim, against the Manager which
may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Manager
shall:
12.3.1. as soon as reasonably practicable, give written notice of the Claim to the Client, specifying the
nature of the Claim in reasonable detail;
12.3.2. not make any admission of liability, agreement or compromise in relation to the Claim without
the prior written consent of the Client such consent not to be unreasonably conditioned,
withheld or delayed), provided that the Manager may settle the Claim (after giving prior
written notice of the terms of settlement (to the extent legally possible) to the Client, but

the Claim would be prejudicial to it in any material respect;

12.3.3. reasonable
satisfaction against any claim, liability, costs, expenses, damages or losses which may be
incurred, take such action as the Client may reasonably request to avoid, dispute, compromise
or defend the Claim.
13. ASSIGNMENT AND SUB-CONTRACTING
13.1. The Manager may assign, transfer, subcontract or delegate any or all of its obligations, rights, benefits,
and/or interests (in whole or in part) under this agreement to any member(s) of its Group without the
consent of the Client.
13.2. The Manager may subcontract any of its obligations under this agreement to a company not forming
part of its Group with the written consent of the Client, such consent not to be unreasonably withheld.
13.3. Subject to Clause 13.1, this agreement may only be assigned by the Client or the Manager with the
written consent of the other party to this agreement, such consent not to be unreasonably withheld.

14. ENDING THIS AGREEMENT

14.1. This agreement
provided that no such notice shall be capable of terminating the agreement prior to the expiry of the
Term.
14.2. This agreement may be terminated at any time by the mutual consent of the Parties in writing.
14.3. Either party may end this agreement with immediate effect by giving written notice to the other party
if:

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 14.3.1. the other party is in breach of this agreement which breach is irremediable or (if such breach
is remediable) fails to remedy that breach within a period of 30 days after being notified in
writing to do so;
14.3.2. the other party repeatedly breaches any of the terms of this agreement in such a manner as
to reasonably justify the opinion that its conduct is inconsistent with it having the intention or
ability to give effect to the terms of this agreement;
14.3.3. the other party becomes insolvent or makes other arrangements with its creditors; or
14.3.4. the leaseholders of the Property exercise the right to manage or enfranchise or a manager is
appointed by a Tribunal
14.4. The Manager may end this agreement at any time in writing if the Client fails to pay the Management
Fee or other Additional Charges owing to the Manager within one calendar month of notice of the fee
and charges.
14.5. When this agreement is ended the Manager will:
14.5.1. hand over to the Client the documents itemised in Appendix IV, the Handover List, if they are
in its possession, free of charge;
14.5.1.1. immediately following termination, an on-account payment of service charges and reserve
funds held; and
14.5.1.2. within 3 months of termination, the balance of all service charges and reserve funds held, less
any amount required to discharge expenses and liabilities incurred by the Manager under the
terms of this agreement
14.6. Unless agreed otherwise and save as provided for by Clause 14, all reports, invoices, accounts, budgets,
contracts, and specifications created by the Manager during the period of this management agreement
for the Client shall belong to the Client. The Manager shall retain such documents for the shorter of (a)
six years after they are created, or (b) 12 months after termination of this agreement.

15. DISPUTE RESOLUTION

15.1. If any dispute arises over the interpretation of or compliance with the specific clauses in this agreement,
the Parties will attempt to settle it by negotiation. Each of the Parties is to be represented by a person
who is a director, or of equivalent executive authority, with authority to settle the dispute.
15.2. If the Parties have not settled the dispute by negotiation within 56 days from when the dispute began
(or sooner if the Parties agree) the Client can refer the dispute to the relevant Ombudsman scheme of
which the Manager is a member.
15.3. Clause 15.2 shall not prevent the Parties commencing or continuing court proceedings.

16. DATA PROTECTION

16.1. The Parties will comply with all applicable requirements of the Data Protection Legislation.
16.2. The Parties will comply with the terms of the Data Sharing Agreement.

17. INTELLECTUAL PROPERTY

17.1. In this C means patents, rights to inventions, copyright and related
rights, moral rights, trade marks, business names and domain names, rights in get-up, 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

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 17.2. The parties acknowledge that there shall be no change as a result of this Agreement in the ownership
of Intellectual Property Rights in any material or items existing as at the Commencement Date.
17.3. The Manager shall retain ownership of all Intellectual Property Rights in its materials, including (without
limitation) the Rendall & Rittner Online system.
17.4. The Manager grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use such

using the Services during the term of this agreement.

17.5. The Client shall not sub-license, assign or otherwise transfer the rights granted by Clause 17.4.
17.6. The Client grants the Manager a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use

Property, as it sees fit, including use in marketing materials, provided always that such use shall not refer
to the Property or Client in a negative manner.

18. COMMUNICATION BETWEEN THE PARTIES

18.1. Any communication or instruction from the Client to the Manager shall be made by a director or
secretary of the Client or person of equivalent executive authority.
18.2. Service of written communications shall be by first class post to the address shown on the front cover
of this agreement, or email. Notice to end this agreement shall be by registered or recorded delivery
post only. Any written communication or notice to the Manager must be sent to its correspondence
address.
18.3. Any communication in writing will be deemed to have been served on the third working day after
posting or emailing.

19. WAIVER
19.1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and
shall not be deemed a waiver of any subsequent breach or default.
19.2. A failure or delay by the Manager to exercise any right or remedy provided under this agreement 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 this agreement or by law shall prevent or restrict the further exercise of that or any other
right or remedy

20. FORCE MAJEURE

20.1. Neither party shall be in breach of the agreement nor liable for delay in performing or failure to perform,
any of its obligations under the agreement if such delay or failure results from events, circumstances or
causes beyond its reasonable control.

21. CONFIDENTIALITY
21.1. Each party undertakes that it shall not at any time during this agreement, and for a period of three years
after termination of this agreement, disclose to any person any confidential information concerning the
business, affairs, clients or suppliers of the other party or of any member of the group of companies to
which the other party belongs, except as permitted by Clause 20.2
21.2. information:
21.2.1. to its employees, officers, representatives or advisers who need to know such information for

connection with this agreement. Each party shall ensure that its employees, officers,

comply with this Clause 20; and

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 21.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory
authority.
21.3.
rights and perform its obligations under or in connection with this agreement.

22. COMPLIANCE WITH LAWS

22.1. The parties will comply with all applicable laws, statutes, regulations, and codes, including but not limited
to those relating to anti-bribery, anti-corruption, anti-slavery and human trafficking laws and tax evasion
or the facilitation thereof, and the Bribery Act 2010, Modern Slavery act 2015 and the Criminal Finances
Act 2017.

23. SEVERANCE
23.1. If any provision or part-provision of this agreement 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 shall not affect the validity
and enforceability of the rest of this agreement.
23.2. If one party gives notice to the other of the possibility that any provision or part-provision of this
agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original provision.

24. NO PARTNERSHIP OR AGENCY

24.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint
venture between any of the Parties, constitute any party the agent of another party, or authorise any
party to make or enter into any commitments for or on behalf of any other party.
24.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. THIRD PARTY RIGHTS

25.1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this agreement.

26. LEGAL JURISDICTION

26.1. This agreement and any dispute or claim arising out of it shall be governed by the law of England and
Wales.
26.2. Each party agrees that the courts of England and Wales have exclusive jurisdiction to settle any claim or
dispute arising from this agreement.

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 APPENDIX I

FEE AGREEMENT

a) The Term of this Agreement is as set out in this agreement is for a fixed term of one year less one
th
day from 15 March 2024 unless terminated earlier in accordance with Clause 13.1.19 above.

b) The Management Fee is payable for the services in Appendix II and is the fee set out in the agreed budget
for the Property for the current service charge year, together with:

i. an additional Staff Management Fee as set out in the agreed budget for the Property for the
current service charge year;

ii. A fee for the provision of Employers Liability insurance of £90 + VAT per member of staff employed
at the Property by the Manager.

iii. A fee of £2.50+VAT per quarter per lessee who does not take up electronic service of the service
charge demands and supporting information, and the electronic provision of information relating
to the management of the Property, such fee to be charged directly to the lessee, or to the service
charge

Management

c) The Management Fees are to be paid quarterly in advance.

d) The Management Fee and any Additional Charges must be paid to the Manager in accordance with clauses
8 and 9 of the agreement.

e) The Review Date for the Management Fee and Additional Charges is each anniversary of the
commencement date of this agreement or the commencement date of each new service charge year, if
earlier, as agreed with the Client

f) The Ground Rent Collection Fee (where applicable) is N/A collected by a different company (not R&R).

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 APPENDIX II
THE SERVICES
DESCRIPTION FREQUENCY
Opening and handling bank accounts. One off initially and
ongoing once set up.
Preparing and sending out service charge estimates. As dictated by the lease.

Collecting service charges and reserve fund contributions including sending As dictated by the lease.
demands and associated summaries and any required statements.

Processing payments relating to the Property within expenditure limits and Ongoing.
funds available or as reasonable expediency shall dictate.

Accounting for services charges. Ongoing.

Providing information to accountants prior to the preparation of annual service Annually.

charge accounts.

Using reasonable endeavours to collect current and on-going routine service Ongoing.
charge arrears but not action requiring legal work or tribunals.

Providing reasonable management information to the lessees. Ongoing.

Liaising with the Client. Ongoing.

Liaising with any recognised resident(s) association(s). As required.

Entering into and managing maintenance contracts on behalf of the Client. Ongoing.

Viewing, without the use of inspection equipment, the common parts of the Monthly.
Property to check condition and deal with any necessary repairs other than
major repairs.

Preparing specifications and contracts for minor works and services such as Ongoing as required.
cleaning, gardening, window cleaning and overseeing such works.

Organising periodic health and safety checks (but not specialist checks and Quarterly.
tests) and ensuring appropriate risk assessments are in place.

Consultation with the Client on management matters (and qualifying works). Ongoing as required.

Consultation with the Client on long-term agreements except for consultation Ongoing as required.
on the appointment of a managing agent.

Engaging and supervising on behalf of the Client site staff for the Property Ongoing as required.

Dealing with day-to-day lessee issues and reporting to and taking instruction Ongoing as required.

Advising the Client on all relevant legislative and regulatory issues and general Ongoing as required.
interpretation of leases.

Maintaining adequate/suitable files and records on the management of the Ongoing as required.
Property.

Keeping records of residents and tenancy details, where provided. Ongoing as required.

Advising and liaising with the Client on management policy. Ongoing as required.

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 APPENDIX III
ADDITIONAL CHARGES
CHARGING BASIS (where
ADDITIONAL SERVICES FREQUENCY not included in the
Services)
Any additional work entailed, where the information as One off. Included.
listed in Appendix IV is not forthcoming on the Takeover
list.
Arranging buildings and other insurance and dealing with One off for An insurance commission
claims relating to common parts. Where R&R do not place placement and or insurance administration
insurance, they are to be regarded as joint insured for the ongoing for fee is receivable.
purposes of property liability. claims.
Providing copy documents including insurance policies, Ongoing. Included.
copies of invoices and receipts, for which there may be a
charge.
Issuing demands for administration charges with associated Ongoing Included.
summaries of rights.
Arranging fire risk assessments by competent persons. Ongoing Included.
The collection of arrears existing at the time of takeover. Ongoing Included.
The provision of lessee welcome packs or handbooks. Ongoing Included.
Fees for specialist advice on assessment of major repairs Ongoing as At cost, provided by others.
and decoration or other issues. needed
Negotiating with local and statutory authorities regarding As needed At an hourly rate to be
operation or amendment or improvements to communal agreed from time to time.
services as necessary.
Drawing up and reviewing risk assessment plans. Advising Ongoing as At cost, provided by others.
on health and safety matters and other legislative needed
requirements.
Preparing specifications, obtaining tenders and supervising Ongoing as At cost when required,
major works. needed provided by others
Holding annual meetings with residents if required. Ongoing Included.
Offering any vacant property for let. Ongoing as At cost, provided by others.
needed
Advising and providing information to the Client on the Ongoing Included.
transfer of leases.
Advertising and recruiting site staff. As needed At a cost, provided by R&R
recruitment team, based on
standard recruitment fee
applicable at time of
recruitment.
Dealing with any employment or pension issues relating to As needed Included within the
site staff. additional Staff
Management Fee.

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 Preparing replacement cost assessment for insurance Undertaken At cost, provided by others.
valuation purposes on buildings and landlord contents. from time to
time as needed
Preparing schedules of dilapidation or condition in respect Undertaken At cost, provided by others.
of individual dwellings. from time to
time as needed
Supplying additional copies of the accounts and other Ongoing Included.
documents.
Legal recovery of unpaid service charges or ground rents or Ongoing A charge of £150+VAT is
action for non-compliance with leases and preparing for made for referring an
and attending Court/Tribunal. unpaid amount to solicitors.

A charge of £50+VAT for

issuing reminder
application for payment.

A charge of £25+VAT is
made for a dishonoured
cheque.

Preparation for and/or

attendance at Court or
Tribunal is charged at an
hourly rate (as below)
based on the seniority of
the staff involved.

The defaulting lessee is

charged these fees. The
charges may be reviewed
annually.
Instructing solicitors to take action against a leaseholder, Undertaken by an external
for either unpaid service charges and/or ground rents, or firm of solicitors, based on
for breach of lease your choice or our
recommendation. The costs
of this action will be sought
from the defaulting
leaseholder in the first
instance. Responsibility for
costs ultimately rests with
the Client; to the extent
that any element of costs
cannot be recovered from
the defaulting leaseholder,
costs may be payable by
Client or the service charge

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 Carrying out appraisals of reserve funds including surveys Undertaken At cost, provided by others.
of Property and reporting to Client. from time to
time as needed
Preparing and monitoring major building works not Undertaken Section 20 consultation is
covered by annual contracts, dealing with S20 from time to undertaken for a fee of up
consultations, including serving the required notices, time as needed to 2% + VAT of the contract
instructing and liaising with specialist consultants, sum and subject to a
inspecting work in progress, and handling retentions. minimum fee of £350.00 +
VAT. No other charges
arise in relation to
instructing project
managers etc.
Provision of energy procurement services, for the supply of As required A commission is paid to
communal electricity and/or gas R&R by energy companies.
The current rates of
commission are 0.35 pence
per kWh for electricity and
0.2 pence per kWh for gas.
These rates may be revised,
and will be notified in
writing.
Attending meetings of directors. Ongoing Included subject to fair use
policy.
Attending meetings outside of specified hours. Ongoing Included, up to a fair use
policy of 2 meetings per
year (excluding AGM).
Fees of specialist advisers. Ongoing as At a cost, provided by
needed others.

Providing any form of services to the Client over and above

this agreement in relation to the exercise by the lessees of At a cost, to be agreed.
Enfranchisement, the Right to Manage or as the result of Not Applicable
the Appointment of a Manager by a Tribunal
Dealing with taxation issues relating to trust fund interest Undertaken At a cost, provided by
from time to others.
time as needed
Any matters relating to rent reviews Ongoing as At a cost, provided by
needed others.
Answering lessees queries additional to those to be Ongoing To be agreed with Client on
reasonably expected and where excess work arises due to a case by case basis and
this negotiated in good faith
Arranging for the provision of detailed legal advice on any Ongoing as At a cost, provided by
of the above. needed others

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 Providing accommodation for meetings and inspection of Ongoing Included subject to
documents and the facility to make photocopies availability.

Additional work not already included as part of this As required To be agreed based on
Agreement including but not limited to: hourly rates as follows
a) work arising as a result of regulations, requirements or (which rates are subject to
advice documents issued by government, professional annual review as published
or regulatory bodies, or similar organisations; on our website): -

b) unplanned events involving emergency attendance £125 + VAT Property

including force majeure; or Manager or junior support
staff
c) any other work required or otherwise desirable for the
prudent management of the Property £150 + VAT Property Team
Manager or senior support
staff
£185 + VAT Area Director
£220 + VAT Divisional
Director or Head of

£250 + VAT Director

Preparing statutory accounts for submission to Companies Undertaken At a cost, provided by
House, excluding audit if required from time to others.
time as needed

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 APPENDIX V
THE TAKEOVER AND HANDOVER LISTS

A. THE TAKEOVER LIST

The Parties hereby agree that the Client shall ensure that as far as is reasonably practicable the following
records, documents and information shall be made available to the Manager in taking over management of the
Property.

THE PROPERTY
Copy of the Land Certificate.
Plans and drawings of any of the site and buildings.
Details of utilities and location of main stopcocks etc.
Details of any major works and long-term agreements ongoing and copies of S.20 notices and responses
given.
Details of any major works and long-term agreements planned and copies of any related S.20 notices and
responses given.
Details of plant, machinery and relevant documentation.
Copies of statutory inspection reports.
Arrangement for out of hours emergencies.

INSURANCE
Contact details of current broker/insurers.
Original of schedule and policy for the property.
Details of most recent valuation of the property.
Summary of claims history over past three years.
Files on open insurance claims and agreement on who will handle such.
Details of third party and liability (including current and all previous certificates for
liability where employer is not changing).
Originals of mechanical engineering insurance and the last three years' inspection reports.

CONTRACTS AND CONTRACTORS

Details of all current contracts.
Details of regular contractors used and the scope of their duties and payment terms.
Details of any current warranties.

THE LESSEES
Originals or copies of all leases and deeds of variation and other licences etc.
Copy of any current house rules.
Details of any ongoing assignments.
Names and contact details of all lessees, including those who are not resident.
Details of any sub-let flats and their occupants.
Schedule of ground rents payable.
Schedule of service charge apportionments per unit.

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LEGAL
Details of any current disputes whether involving lessees, contractors or other parties.
Details of any current or impending litigation whether for or against the Client.
Details of solicitors employed.

ACCOUNTING INFORMATION
Certified service charge accounts for at least the last three years and preferably six years or longer.
Copy of the current service charge budget.
Bank statements relating to lessee and client monies for the property.
A reconciled copy of the cash book.
Service charge balances and statements.
Paid contractors and invoices for the current period and previous years. (Note: The receipts and
invoices to support service charges belong to landlord so, if the agent changes, all years held should be
handed over. Tribunals can review charges made many years ago if a challenge is made by lessees.)
Outstanding contractors and invoices.
Reconciled trial balance and supporting schedules made up to the date of the handover.
A cheque for the balance of funds in hand.
Method of payment used by each lessee.
Agreed payment plans for arrears if any.
Copy correspondence about any outstanding arrears.

STAFF
Copies of any contracts of employment along with job descriptions.
A full record of each person's employment history.
Details of any disciplinary action taken or other special circumstances.
PAYE records for the current period and the previous years if appropriate.

MISCELLANEOUS
Details of any guarantees.
A full set of labelled keys, any spares and access codes and programming procedures.
Copies of unanswered correspondence and other relevant enquiries.

HEALTH AND SAFETY

Copy of any risk assessments carried out.
Copy of any accident records.
Copy of any asbestos register.
CDM file if appropriate.

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COMPANY INFORMATION
Copy of Memorandum & Articles of Association.
The Books including minutes, stock transfer forms, Certificate of Incorporation, seal etc.
Copies of previous annual returns.
The last six years' (audited) accounts.
All financial records and supporting documentation for the last six years.
Details of accountants/auditors used.
Details any Directors and Officers Liability Insurance.

B. THE HANDOVER LIST

The Parties hereby agree that the Manager on ceasing to manage the Property shall make available to the Client
the same records, to the extent that the Manager received them in the first place and to the extent that the
Manager received them during their tenure.

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 APPENDIX VI
RENDALL AND RITTNER COMPLAINTS HANDLING PROCEDURE

Rendall and Rittner prides itself on the service that it provides to its customers, however it is recognised that from
time to time, problems occur that give rise to a customer making a complaint. In the interests of good customer
service, and to comply with regulatory requirements, Rendall and Rittner Limited have adopted the following
procedure which will be followed in dealing with any complaint received:

1. We have appointed Adenike Olowe to coordinate complaints. If you wish to make a complaint or have
a query regarding a potential complaint, please do not hesitate to contact her at
CustomerFeedback@rendallandrittner.co.uk. Alternatively you can write to: Rendall and Rittner, 340
Deansgate, Manchester M3 4LY.
2. If you have initially made your complaint verbally, whether face-to-face or on the telephone, we do
ask that you put your complaint in writing to us.
3. Once we have received your written complaint, we will send an acknowledgment email within 3
working days.
4. Within 15 working days of receipt of your written complaint, we will write to you to inform you of the
outcome of our internal investigation into your complaint and let you know what actions, if any, we
have taken or will take. If at this stage, we are unable to conclude our investigations, we will advise you
accordingly, with reasons and confirm our anticipated timescale for conclusion.
5. If, at this stage, you are still not satisfied, you should contact us again and we will arrange for a separate
review to take place by a senior member of staff.
6. We will write to you within 15 working days of receiving your request for a review, confirming our final
viewpoint on the matter.
7. If you are still not satisfied after the last stage of the in-house complaint procedure (or more than
8 weeks has elapsed since the complaint was first made) then you can take the matter up with The
Property Ombudsman without charge:
The Property Ombudsman
Milford House, 43-55 Milford Street, Salisbury, SP1 2BP Tel:
01722 333 306
Email: admin@tpos.co.uk
Website: http://www.tpos.co.uk

Please note the following:

You will need to submit your complaint to The Property Ombudsman within 12 months of receiving
our final viewpoint letter, including any evidence to support your case.

The Property Ombudsman requires that all complaints are addressed through this in-house

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 8. If you are a client and remain dissatisfied with any aspects of our internal handling of your complaint
and/or the separate review, your complaint can also be referred to:
Business redress scheme (for clients):
RICS Dispute Resolution Service, Surveyor Court, Westwood Way, CV4 8JE Tel: 020
7334 3806
Email: drs@rics.org
https://www.rics.org/uk/footer/contact-us/concerns/raising-concerns- about-a-
regulated-member/
9. If your complaint refers to an insurance matter and you remain dissatisfied with any aspects of our
internal handling of your complaint and/or the separate review you can refer this to:
Financial Ombudsman Service (FOS), (insurance matters):
Exchange Tower London E14 9SR Tel:
0300 123 9 123 or 0800 0234567
Email: complaint.info@financial-ombudsman.org.uk
Website: http://www.financial-ombudsman.org.uk/consumer/complaints.htm
10. If your complaint refers to a utilities matter and you remain dissatisfied with any aspects
of our internal handling of your complaint and/or the separate review you can refer this to:
Ombudsman Services (utilities matters):
Post: Ombudsman Services: Energy, P.O. Box 966 Warrington,
WA4 9DF
Tel: 0330 440 1624
Email: enquiry@ombudsman-services.org Website:
https://www.ombudsman-services.org
For more information please visit: www.ombudsman-services.org

Rendall and Rittner Limited

January 2023

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 APPENDIX VII
PROPERTY TRANSFER SERVICES

CHARGING BASIS (where

PROPERTY TRANSFER SERVICES FREQUENCY not included in the
Services)
Provision of responses to pre-contract sales enquiries and Ongoing as A charge applies of
provision of sales packs needed £370+VAT for a standard
information pack. An
expedited pack (24-hour
response) is charged at
£390+VAT.

Receipting of Notices As required £100 + VAT

Drafting Licence to Assign As required £300 + VAT

Drafting Deed of Covenant As required £250 + VAT

Providing Certificate of Compliance As required £100 + VAT

Approving Deed of Covenant As required £100 + VAT

Subletting, changes of use and handling requests for any Undertaken At a cost to be agreed with
necessary approvals, lease extensions and variations. from time to the Client.
time as needed

Dealing with requests for improvements or alterations by Undertaken At cost, to be agreed

leaseholders and related party wall matters from time to
time as needed

In each case, the fee stated

above is charged to the
leaseholder requesting the
information or service. All
fees may be reviewed
annually

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 SCHEDULE
DATA SHARING AGREEMENT

RECITALS
A. The Client is a landlord of residential long leasehold properties, or is a management company which
is party to residential long leases.

B. The Manager and its Group provides the Client with day to day property management and service
charge collection services, as set out in the leases and the Management Agreement.

C. It will be necessary for the Parties to share Personal Data with each other in order to perform their
respective functions.

D. In consideration of the mutual obligations set out herein, the Parties agree that the terms and
conditions set out below shall govern the exchanges of Personal Data between them.

1. INTERPRETATION
1.1. The capitalised terms used in this Data Sharing Agreement have the following meanings:

Agreed Purposes: those purposes set out in clause 2.5 of this Data Sharing Agreement.

Business Days: a day other than a Saturday, Sunday or public holiday in England, when banks in
London are open for business.

Data Discloser: the Party transferring Personal Data to a Data Receiver.

Data Protection Authority: the relevant data protection authority in the territories where the Parties
to this Data Sharing

Data Receiver: the Party receiving Personal Data from a Data Discloser.

Data Security Breach: a breach of security leading to the accidental or unlawful destruction, loss,
alteration, unauthorised disclosure of, or access to the Shared Personal Data.

GDPR: the General Data Protection Regulation (2016/679) (GDPR) and all applicable laws and
regulations relating to the processing of the Personal Data and privacy, including where applicable
the guidance and codes of practice issued by the UK Information Commissioner or any other national
data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

Shared Personal Data: the Personal Data and Special Category Data to be shared between the
Parties under clause 4 of this Data Sharing Agreement.

Subject Access Request: has the same meaning as "Right of access to personal data" in the GDPR.

Term: shall mean for the period of the specific management agreement in place at any time granted
to the Manager by the Client

Data Controller, Data Processor, Data Subject, Personal Data, Special Category Data,
Processing and appropriate technical and organisational measures shall have the meanings given
to them in the GDPR.

1.2 If there is any ambiguity or inconsistency in or between this Data Sharing Agreement and the
Management Agreement, the terms of the Management Agreement shall have priority.

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2. PURPOSE
2.1. This Data Sharing Agreement sets out the framework for the sharing of Personal Data between the
Parties as Data Controllers and defines the principles and procedures that the Parties shall adhere
to and the responsibilities the Parties owe to each other.

2.2. The Client requires access to certain Personal Data relating to the residential long leaseholders to
ensure that it can carry out its obligations as landlord pursuant to the leases. The Manager and its
Group require access to certain Personal Data relating to the residential long leaseholders to ensure
that they can carry out day to day property management and service charge collection services,
pursuant to property management agreements granted to it by the Client, as set out in the leases.

2.3. This Data Sharing Agreement is required to ensure that where any Personal Data may be accessed,
such access will at all times comply with the requirements of the GDPR.

2.4. The sharing of Personal Data is necessary to support the Agreed Purposes of the Parties in the
provision of services as between each of the Parties as outlined in the Management Agreement
between them and as set out in the residential long leases.

Examples of the services to be provided may include, but shall not be limited to:

Day to day property management and maintenance of the residential long leasehold
properties including inspections of those properties.
Collection of service charges.
Granting consent
Managing and maintaining the CCTV systems in the buildings
Dealing with complaints from leaseholders and adjoining landowners.
Dealing with assignments of leases, consents required under the leases, and the like;
Dealing with breaches of the terms of the residential long leases such as:
o Disrepair
o Non-payment of sums due
o Alterations carried out without consent
o Nuisance
o Dealing with all administrative and legal matters

2.5. The Parties agree that this Data Sharing Agreement formalises a lawful transfer of Personal Data
between them and presents no new or additional privacy concerns. A risk assessment has been
conducted in respect of the Personal Data to be shared and the necessity of the sharing; this Data
Sharing Agreement serves to address any residual privacy or information risks and document the
actions taken to identify, address and mitigate those risks wherever possible.

2.6. The Parties shall not process Shared Personal Data in a way that is incompatible with the Agreed
Purposes.

3. COMPLIANCE WITH NATIONAL DATA PROTECTION LAWS

Each Party must ensure compliance with UK Data Protection Laws at all times during the Term.

4. SHARED PERSONAL DATA

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4.1. For the Agreed Purposes as listed in clause 2.5 of this Data Sharing Agreement, the following types
of Personal Data may be shared between the Parties during the Term:

a) Identity Data includes first name, last name, maiden name, account reference, username or
similar identifier, marital status, title, date of birth and gender, signature, identity documents
(in particular proof of age, in relation to retirement properties, e.g. birth certificate/passport
etc.).

b) Contact Data includes billing address, delivery address, email address and telephone numbers.

c) Financial Data including account balances, sums, due, owed or outstanding pursuant to the
Contract (note, the Parties do not share bank account and payment card details).

d) Transaction Data includes details about payments.

4.2. The Shared Personal Data must not be irrelevant or excessive with regard to the Agreed Purposes.

5. FAIR AND LAWFUL PROCESSING

5.1. Each Party shall ensure that it processes the Shared Personal Data fairly and lawfully in accordance
with clause 5.2 during the Term of this Data Sharing Agreement.

5.2. For the Agreed Purposes as listed in clause 2.5 of this Data Sharing Agreement, each Party shall
ensure that it processes Shared Personal Data based on one of the following legal grounds:

a) processing is necessary for the purposes a contract

b) compliance with law; and

c) of the legitimate interests pursued by the Controller or by a third party, except where such
interests are overridden by the interests or fundamental rights and freedoms of the data
subject which require protection of personal data.

5.3. Both Parties shall, in respect of Shared Personal Data, ensure that their privacy notices are clear and
provide sufficient information to Data Subjects in order for them to understand what of their
Personal Data the Parties are sharing, the circumstances in which it will be shared, the purposes for
the data sharing and either the identity with whom the data is shared or a description of the type of
organisation that will receive the Personal Data.

6. DATA QUALITY
6.1. Each Data Discloser shall take steps to ensure that Shared Personal Data is accurate.

6.2. Where a Party becomes aware of inaccuracies in Shared Personal Data, they will notify the other
Parties as soon as reasonably practicable.

7. DATA SUBJECTS' RIGHTS

7.1. Data Subjects have the right to obtain certain information about the processing of their Personal
Data through a Subject Access Request. Data Subjects may also request rectification, erasure or
blocking of their Personal Data.

7.2. The Parties shall maintain a record of Subject Access Requests, the decisions made and any
information that was exchanged. Records must include copies of the request for information, details

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 of the data accessed and shared and where relevant, notes of any meeting, correspondence or
phone calls relating to the request.

7.3. The Parties agree that the responsibility for complying with a Subject Access Request falls to Party
receiving the Subject Access Request in respect of the Personal Data held by that Party.

7.4. The Parties agree to provide reasonable and prompt assistance (within 5 Business Days of such a
request for assistance) as is necessary to each other to enable them to comply with Subject Access
Requests and to respond to any other queries or complaints from Data Subjects.

8. DATA RETENTION AND DELETION

8.1. A Data Receiver shall not retain or process Shared Personal Data for longer than is necessary to carry
out the Agreed Purposes.

8.2. Notwithstanding clause 8.1, the Parties shall continue to retain Shared Personal Data in accordance
with any statutory or professional retention periods applicable in their respective countries and/or
industry.

8.3. Each Data Receiver shall ensure that any Shared Personal Data are returned to the relevant Data
Discloser or destroyed in the following circumstances:

a) on termination of the Data Sharing Agreement for whatever reason;

b) on expiry of the Term (unless extended further to the terms of this Data Sharing Agreement);

c) once processing of the Shared Personal Data is no longer necessary for the purposes it was
originally shared for, as set out in clause 2.5.

9. TRANSFERS
9.1. For the purposes of this clause, transfers of personal data shall mean any sharing of Personal Data
by a Data Receiver with a third party, and shall include, but is not limited to, the following:

a) sharing of the Shared Personal Data with any other third party;

b) storing Shared Personal Data on servers outside the EEA;

c) subcontracting the processing of Shared Personal Data to data processors located outside the
EEA; and

d) granting third parties located outside the EEA access rights to the Shared Personal Data.

9.2. No Data Receiver shall share the Shared Personal Data with a third party without the express written
permission of the relevant Data Discloser, unless that disclosure or sharing is required by law.

9.3. Where express written permission has been granted further to clause 9.2, a Data Receiver shall not
disclose or transfer Shared Personal Data outside the EEA without ensuring that adequate and
equivalent protections will be afforded to the Shared Personal Data.

10. SECURITY
10.1. Each Data Discloser shall be responsible for the security of the transmission of any Shared Personal
Data to a Data Receiver by using appropriate technical methods.

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10.2. The Parties agree to implement appropriate technical and organisational measures to protect the
Shared Personal Data in their possession against unauthorised or unlawful processing and against
accidental loss, destruction, damage, alteration or disclosure, including but not limited to:

a) Ensuring IT equipment, including portable equipment is kept in lockable areas when

unattended;

b) not leaving portable equipment containing the Personal Data unattended;

c) ensuring that staff use appropriate secure passwords for logging into systems or databases
containing the Personal Data;

d) ensuring that all IT equipment is protected by antivirus software, firewalls, passwords and
suitable encryption devices;

e) limiting access to relevant databases and systems to those of its officers, staff agents and sub-
contractors who need to have access to the Personal Data;

f) ensuring all staff handling Personal Data have been made aware of their responsibilities with
regards to handling of Personal Data;

g) Allowing for audits, inspections and assessments to be undertaken by the other Party in
respect of the security measures taken or producing evidence of those measures if requested;
and

h) The requesting party must give the other party reasonable notice, and the audit must be at
the requesting part own cost. Any audit shall be carried out during normal business hours.

11. DATA SECURITY BREACHES AND REPORTING PROCEDURES

11.1. The Parties are under a strict obligation to notify any potential or actual losses of the Shared Personal
Data to the other Parties as soon as possible and, in any event, within 1 Business Day of identification
of any potential or actual loss to enable the Parties to consider what action is required in order to
resolve the issue in accordance with the applicable national data protection laws and guidance.

11.2. Clause 11.1 also applies to any breaches of security which may compromise the security of the
Shared Personal Data.

11.3. The Parties agree to provide reasonable assistance as is necessary to each other to facilitate the
handling of any Data Security Breach in an expeditious and compliant manner.

12. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE DATA PROTECTION

AUTHORITY
12.1. In the event of a dispute or claim brought by a Data Subject or the Data Protection Authority
concerning the processing of Shared Personal Data against any of the Parties, the Parties will inform
each other about any such disputes or claims and will cooperate with a view to settling them
amicably in a timely fashion.

12.2. In respect of breaches relating to this Data Sharing Agreement, the Parties shall abide by a decision

the relevant Data Protection Authority.

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13. WARRANTIES
13.1. Each of the Parties warrants and undertakes to the others that they will:

a) Process the Shared Personal Data in compliance with all applicable laws, enactments, regulations,
orders, standards and other similar instruments that apply to its personal data processing operations.

b) Make available upon request to the Data Subjects who are third party beneficiaries a copy of
this Data Sharing Agreement, unless the Clause contains confidential information.

c) Respond within a reasonable time and as far as reasonably possible to enquiries from the
relevant Data Protection Authority in relation to the Shared Personal Data.

d) Respond to Subject Access Requests in accordance with the terms of this Data Sharing
Agreement and in accordance with the GDPR.

e) Where applicable, maintain registration with all relevant Data Protection Authorities to
process all Shared Personal Data for the Agreed Purpose.

f) Take all appropriate steps to ensure compliance with the security measures set out in clause
10 above.

13.2. Each Data Discloser warrants and undertakes that it will ensure that the Shared Personal Data are
accurate.

13.3. Each Data Recipient warrants and undertakes that it will not disclose or transfer Shared Personal
Data to third parties either within or outside the European Economic Area (EEA) unless it complies
with the obligations set out in clauses 9.2 and 9.3 above.

14. INDEMNITY
14.1. This Clause 14 shall apply where the Client does not use the Manager

14.2 Within its scope of responsibility, the Client will set up its IT system in accordance with all applicable data
protection and data security requirements under the Data Protection Laws. The Client shall take and
maintain technical and organisational measures to ensure reasonable protection of any personal data
processed on its systems against misuse and loss in accordance with the requirements according to
applicable data protection laws. In particular, Party A shall take all appropriate technical and organisational
measures that comply with the requirements of Art. 32 GDPR in order to ensure a level of security
appropriate to the risk. The Client shall also assist the Manager in ensuring compliance with the obligations
pursuant to Art. 32 GDPR (Art. 28 para. 3 lit. c, f GDPR). This will include agreed documentation and IT
security concepts as prescribed by the Manager.

14.3 The Client shall indemnify the Manager and hold the Manager harmless from and against all liabilities, costs,
expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss
of profit, loss of reputation and all interest, penalties, fines or other sanctions, and legal costs (calculated
on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Manager
arising out of or in connection with any failure by the Client to comply with its obligation in Clause 14.2
above.

15. ASSIGNMENT AND SUCCESSORS

15.1. The benefit of all or any of a Party's obligations or any benefit arising under or out of this Data
Sharing Agreement shall not be assignable by a Party without the Prior written consent of the other.

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15.2. This Data Sharing Agreement shall be binding on the successors or permitted assigns of the Parties.

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