SUPPLIER TERMS & CONDITIONS - US & CANADA
TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES (“Agreement”)
– PURCHASE ORDERS –
These Purchase Order Terms and Conditions (“Purchase Order”) shall apply solely to any transactions not covered by any executed agreement by the parties. Should an executed agreement between the parties exist, that agreement shall regulate the transaction. If no executed agreement between the parties exists, the ordering company (“Company”) and its Affiliates and the providing company (“Supplier”) and its Affiliates are each a “Party” and collectively the “Parties” herein.
I. Scope of Agreement. This Agreement shall govern Supplier’s provision of Goods and the provision of Services to Company, as further described herein.II. Term. The Effective Date of this Purchase Order shall be the date of submission of the Purchase Order (the “Effective Date”). The term of the Purchase Order begins on the Effective Date and ends ninety (90) days after the final acceptance of Goods and/or Services ordered.III. Payment Terms. Unless specified otherwise in a purchase order by Company, Company shall pay all undisputed amounts properly due Supplier in United States dollars (“USD”) within ninety (90) days after Company’s receipt of the Goods and/or Services, or the applicable invoice, whichever is later.ALL SUPPLIER INVOICES MUST INCLUDE A VALID PURCHASE ORDER NUMBER OR THEY WILL NOT BE PAID.IV. Delivery Incoterm. Except as expressly provided otherwise, all deliveries shall be DDP (Incoterms 2010) a facility specified by Company.
GENERAL TERMS AND CONDITIONS
1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:
Affiliate means any company that directly or indirectly controls, is controlled by or is under common control with a Party hereto or its successor entity.
Artwork means any materials, including but not limited to, specifications, materials, typography, illustrations, photography or graphics, in hard copy or electronic form, that are intended for use in the or provision of the Services.
Confidential Information means all information of whatever nature that is directly or indirectly disclosed by a disclosing party (the “Discloser”) to a receiving party (the “Recipient”), which is of a private or non-public nature, Artwork and Documentation (defined below), information designated as ‘confidential’ by Discloser or would be reasonably interpreted or apparent to be confidential by Recipient. It excludes information that: (i) is or becomes publicly known through no act or fault of Recipient; (ii) is developed independently by Recipient and is in Recipient’s lawful possession without access to or knowledge of Confidential Information; (iii) is known by Recipient when disclosed without any violation of this Agreement so long as Recipient is not subject to a duty to maintain the confidentiality of such information; or (iv) is rightfully obtained by Recipient from a third party not obligated to preserve its confidentiality. Without limiting the generality of the definition of Confidential Information, all Goods (such as documents, copies or reports) and/or Services of Company and its Customer will be deemed to be the Confidential Information of Company or Customer(s) as applicable. Confidential Information shall also include that information specific to Customer.
Customer means any entity, person or its Affiliates with whom Company has entered into or is contemplating entering into a contract in the fulfillment to utilize the Goods and/or Services.
Documents/ Documentation means any data, Purchase Order, Artwork, designs, samples, patterns, drawings, specifications and warehousing requirements, whether in hard copy or electronic form, supplied by Company (or the Customer) to Supplier in connection with or with reference to any Services provided.
Good Industry Practice means standards, practices, methods and procedures conforming to the Law and degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a prudent operator engaged in the same type of undertaking under the same or similar conditions.
Goods mean the items specified in the Purchase Order or any part thereof (including but not limited to any Goods specified in any Documentation).
IPR means all intellectual property rights of whatever nature including, but not limited to, all patents, processes, utility models and other rights in inventions; all copyright and database rights; all source code, object code and other rights in software; all design right, registered design right and other rights in designs; all trade names and logos and other rights in the nature of trademarks; all goodwill and all equivalent or similar rights arising anywhere in the world, whether registered, unregistered or the subject matter of an application for registration.
Laws mean the laws, regulations, ordinances, rules and codes local, state, federal, national, international, now or hereafter enacted, (including identifying and procuring required permits, certificates, approvals and inspections), applicable to the Goods or Services or the transfer of same.
Premium and/or Promotional Items means any Goods that are (i) physical objects or articles of merchandise, or (ii) provided to end consumers of any Customer as gifts or for sale, to market Customer’s products and/or services, or otherwise.
Purchase Order means a document which contains quantity, price and/or specific Services to be performed or delivered.
Services mean all or any of the services specified in the Purchase Order or provided by Supplier in connection with a Purchase Order.
2 ACCEPTANCE OF OFFER
2.1 “Acceptance” shall be defined as the communicated agreement between Parties to be bound by a quote or proposed deal which outlines Party responsibilities and/or deliverables. Company may communicate its Acceptance of a quote, proposal or other presentation of Services by phone, fax, email, mail, or electronic means (including ‘e-print’). The Parties hereby acknowledge and agree that despite the fact that legal terms and conditions may be exchanged as part of the offer and acceptance process (such as a quote or invoice), such legal terms and conditions (whether in addition to or inconsistent with the terms and conditions of this Agreement), shall not govern any Purchase Order, but instead that this Agreement shall be the governing document.
2.2 This Agreement is non-exclusive and Company may at its absolute discretion enter into arrangements with third parties to supply the Goods and/or Services.
3 QUALITY AND DESCRIPTION
3.1 Supplier hereby represents, warrants, and covenants that all Goods shall: (a) conform to any specifications contained in the applicable Purchase Order and any applicable Documentation; (b) be of good material and workmanship, and free from defects; (c) conform to and comply with all applicable Laws and in accordance with Good Industry Standard, and (d) be capable of the standard of performance specified in the applicable Purchase Order and be fit for any purpose for which they are supplied pursuant to the applicable Purchase Order and any purpose held out by Supplier.
3.2 Supplier guarantees all Goods against defects in design, materials, equipment and workmanship, for a period of twelve (12) months following acceptance of the Goods by Company as provided herein. This guarantee and the remedies hereunder are in addition to such other rights and remedies as may be available including, without limitation, under the Purchase Order or otherwise at law or in equity.
(i) Supplier shall perform its obligations in a manner that complies with the Laws. If a charge of Supplier’s non-compliance with any such Laws occurs, Supplier shall promptly notify Company of such charges in writing. With respect to Laws specifically applicable to Company, Customer, their Affiliates receiving Goods or Services or their industries (“Customer Laws”), and not otherwise directly applicable to Supplier, Supplier shall perform its obligations in a manner that complies with those such Customer Laws that are in effect as of the Effective Date and of which Company, Customer, or their Affiliates receiving Goods or Services, have informed Supplier. With respect to new such Customer Laws, or changes to existing such Laws, that are applicable after the Effective Date: (a) Change control procedures shall apply to changes in the performance of Services or provision of Goods resulting from Supplier’s compliance therewith and (b) Supplier shall share the costs of compliance therewith across its customer base to the extent such Laws apply to its other customers.
4 INSPECTION AND DEFECTIVE GOODS
4.1 Goods purchased under the Purchase Order are subject to Company’s and/or Customer’s reasonable inspection. Final inspection, testing, approval and acceptance by Company and/or Customer shall be at Company’s or Customer’s designated destination (Customer’s premises, unless otherwise agreed) and may occur after payment of the invoice. Supplier agrees that Company and Customer shall have the right to enter Supplier’s facilities during normal business hours to inspect the facility, Goods, materials and any other property of Supplier related to the Goods or Services subject to the Purchase Order or this Agreement.
4.2 Supplier shall at the request of Company and in Company’s sole discretion either: replace or any defective Goods or correct any defective Services, within a reasonable time of being called upon to do so, and take such steps as Company may require to satisfy Company that replacement or corrected Goods or Services comply with the requirements of the Purchase Order; or Company may do so itself or authorize others to do the same and, in that event, Supplier shall reimburse Company for all costs arising therefrom.
5 DELIVERY
5.1 Unless specified otherwise in a Purchase Order, Supplier shall be responsible for the cost of packaging, loading, transporting, delivering and/or transmitting the Goods and shall bear all risk of loss and damage, and title shall not pass, with respect to the Goods until the Goods with appropriate postage and other required forms are delivered and accepted by the final destination as designated on the Documentation. The Goods shall be packaged or transmitted by Supplier in a safe, secure and sufficient manner so as to avoid loss or damage to the Goods prior to acceptance by Company. Supplier shall comply with and cause its carriers to comply with all reasonable requests made by Company with respect to the confidential protection, packaging, labeling and delivery of the Goods.
5.2 Physical delivery of the Goods to Company and/or Customer and acknowledgement or receipt thereof by Company and/or Customer shall not be deemed to be any acceptance of the Goods. Any signature given by any employee or agent of Company for receipt of Goods referred to in a delivery note shall be that person’s best estimate only of the identity or quantity of the Goods delivered and shall not be an affirmative statement that the Goods have been delivered as stated or required by the Purchase Order.
5.3 Supplier shall deliver the Goods and/or perform the Services at such time and place specified in the Purchase Order or elsewhere as Company may reasonably direct at Supplier’s expense. If deliveries of Goods are made from one country to another, Supplier shall be solely responsible for the customs clearance of such Goods in the destination country and for full compliance with all applicable import or export regulations in the countries of origin and destination of the Goods. Time of delivery is of the essence and Supplier shall pay for premium freight and make deliveries outside normal business hours if necessary to meet the time requirements set forth in the Purchase Order.
5.4 If Supplier fails to deliver the Goods and/or perform the Services by the time and/or date specified in the Purchase Order (including with respect to any installment specified therein), Company may without prejudice to its other rights and remedies, reject the Goods and/or Services and cancel the Purchase Order without further obligation or liability.
5.5 Quantitative performance standards for certain of the Services (“Service Levels”) will be outlined by the Parties on separate documentation. Supplier’s performance will be measured on a monthly basis.
5.6 If Supplier fails to meet a Service Level, Supplier will (i) promptly investigate, report on the causes of the problem including performing a root cause analysis of the problem; (ii) advise Company and Customer, as and to the extent requested by Company or Customer, of the status of remedial efforts being undertaken; (iii) minimize the impact of and correct the problem and begin meeting the Service Level; and (iv) take appropriate preventive measures so that the problem does not recur.
5.7 If Supplier fails to meet any Service Level, Company or Customer may elect for Supplier to provide a monetary credit against Supplier’s charges calculated in accordance with this Agreement (each such credit a “Service Level Credit”). Service Level Credits are only a reduction in price and are not liquidated damages. Accordingly, Service Level Credits will not be an exclusive remedy but will be in addition to all other rights and at law or in equity.
6 SELF HELP REMEDIES
6.1 Without prejudice to any other right or remedy which Company may have, if any Goods and/or Services are not supplied in accordance with, any of the material terms of the applicable Purchase Order, Company shall be entitled to avail itself of any one or more of the following remedies at its discretion: (a) to cancel any Purchase Order (in whole or in part); (b) to refuse to accept any further deliveries of the Goods and/or performance of the Services; (c) to reject the Goods and/or Services (in whole or in part) (and if Goods, return them to Supplier at the risk and cost of Supplier) on the basis that a full refund shall be due immediately to Company; (d) permit Supplier to replace the Goods and/or re-perform the Services to Company’s and Customer’s satisfaction (while Company shall delay payment until acceptance or satisfaction); or (e) carry out at Supplier’s expense, such work as is necessary to conform to the Purchase Order and to delay payment until the requirements of the Purchase Order have been fulfilled. For the avoidance of doubt, any replacement of Goods and/or re-performance of Services pursuant to the terms of this Agreement shall be at no additional cost or expense to Company or Customer.
6.2 If Company, Customer or designated recipient rejects any Goods, the risk of loss or damage and title in the Goods shall immediately pass to Supplier unless such Goods contain Confidential Information, in which case Customer or Company may securely destroy such Goods pursuant to Section 6.3(ii) hereof or as elsewhere set forth in this Agreement.
6.3 In the event Goods are rejected by Company, Customer or designated recipient, Supplier shall, as directed by Company or Customer, (i) remove such Goods pursuant to this Agreement rejected by Company at Supplier’s own expense within fourteen (14) days of the date of receipt of the notification of rejection, or (ii) in the event of Company’s or Customer’s rejection of Goods containing sensitive or Confidential Information, Company or Customer may securely destroy such Goods.
7 MANAGEMENT OF SERVICES
7.1 Supplier personnel. Prior to any personnel being assigned or work performed for Company or Customer, Supplier shall require a mutually agreed upon, ‘standard code of conduct’ be signed by each individual performing any Services. Additionally, Supplier shall perform (or cause to be performed), a pre-employment screening for all individuals proposed to be assigned to perform Services for Customer or their Affiliates. The screening must include a criminal background check, fingerprint screening and drug screen (as the law allows), regardless of whether such assignment is on a full-time or part-time basis excluding temporary workers. Supplier will not assign or cause to be assigned to perform Services for Company or Customer or their Affiliates any individual who, to Supplier’s knowledge after having used diligent efforts, does not meet the requirements of such pre-employment screening.
7.2 Use of Subcontractors and Other Support. Supplier may not use third party vendors or subcontract the provision of Goods or performance of the Services without receiving Company’s express written consent.
(i) For avoidance of doubt, Supplier’s suppliers of raw materials or of paper or of similar supplies, and vendors of equipment maintenance, are not subcontractors.
(ii) Notwithstanding any written consent given to the appointment of a subcontractor, Supplier shall at all times remain liable to Company and Customer for the complete performance of all Purchase Orders and shall be liable for all acts or omissions of any subcontractor in the performance of any applicable Purchase Order. Supplier will be Company’s sole point of contact regarding the Goods or Services. Company may immediately revoke its prior approval of an authorized subcontractor and direct Supplier to replace such subcontractor at any time.
(iii) Notwithstanding any consent given to the appointment of a subcontractor pursuant to this Section 7.1, Supplier shall not disclose any Company or Customer Confidential Information to any subcontractor or vendor, including an Affiliate of Supplier, unless and until an appropriate nondisclosure agreement has been executed (with terms at least as restrictive as the terms herein).
(iv) Supplier shall defend, indemnify and hold harmless Company, its Affiliates and its and their respective officers, directors, employees, agents, successors, and Customers, their Affiliates and their respective officers, directors, employees, agents, successors, clients and customers, from and against any and all Loss (defined below) arising from the acts and/or omissions of Supplier’s subcontractors or vendors.
8 CANCELLATION
8.1 Company may, at its option, immediately terminate all or part of the Purchase Order at any time and for no reason at all, by giving written notice to Supplier subject to mutual agreement of reasonable reimbursement of expenses, if any.
8.2 Except with respect to cancellation pursuant to Section 4.2, Section 5.4, Section 6, or Section 12, or if Supplier breaches, becomes insolvent, bankrupt or ceases to meet its payment obligations, upon cancellation of any Purchase Order, Company shall pay to Supplier costs for any finished and conforming Goods in existence on the date of cancellation at the per-piece order price, the actual cost for any materials used in connection with work in process that cannot be reused in another project and the actual cost of any special order raw materials not yet used that were purchased specifically to perform such Purchase Order and that cannot be repurposed to some other project. For the avoidance of doubt, Company shall not be obligated to pay for any Goods, work-in-process or raw materials that are in Supplier’s standard stock or which are readily marketable.
8.3 Except as provided in Section 8.2 with respect to finished and conforming Goods, Company shall not be liable or required to make payments to Supplier, Supplier’s subcontractors or vendors, for loss of anticipated profit, unabsorbed overhead, interest, engineering costs, start-up cost or other unrecouped investments, facilities and equipment rearrangement costs or rental, unamortized depreciation costs and general and administrative charges.
8.4 Within thirty (30) days from the effective date of cancellation of a Purchase Order, Supplier shall submit a comprehensive termination claim (list of costs associated with the PO), to Company with sufficient supporting data to permit Company’s review of the same and shall thereafter promptly furnish such supplemental and supporting information as Company shall request. Company, or its agents, shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Supplier.
9 PRICE AND PAYMENT
9.1 All pricing for all Goods and/or Services shall be stated in USD (unless otherwise specified on the Purchase Order), be specified in the applicable Purchase Order and constitute the total amount Company shall be obligated to pay in connection with all of Supplier’s obligations under such Purchase Order. Any pricing quoted in a Purchase Order shall be inclusive of all applicable federal, state, or municipal taxes of any nature (whether in the US or any other country), duties, levies, as well as any costs of import, export, or customs clearance of the Goods (collectively “Taxes”) and, unless expressly provided otherwise in the applicable Purchase Order, all shipping and insurance costs through to the delivery destination specified by Company. Supplier agrees to fully indemnify and exonerate Company from any claims for payment of Taxes arising in any way with respect to the Goods from any third party or government agency in the US or any other jurisdiction. If Company is required by any law to withhold income or profits Taxes from the payment to Supplier, then Supplier will provide documentation to certify exemption from withholding. If Supplier fails to provide such documentation then the amount payable by Company upon which the withholding is based shall be paid to Supplier net of such withholding.
9.2 No increase in the price may be made for material, labor, transport costs, fluctuation in rates of exchange or otherwise, without prior written consent from Company. Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase set out in the Purchase Order as customarily granted by Supplier and shall invoice Company within one hundred twenty (120) days for Services performed or implemented. Should Supplier fail to do this without explanation, Supplier shall be deemed to have waived the right to be paid for such Services and may not subsequently invoice such amount.
9.3 After the dispatch of Goods or performance of Services, Supplier may send an invoice to Company containing the Purchase Order on the invoice.
9.4 Payment shall not operate to waive or prejudice any of Company’s rights under the Purchase Order nor shall it be deemed to signify acceptance of any Goods subsequently found to be defective.
9.5 Should Supplier owe Company any money or credit, Company shall be allowed to reduce its payment to Supplier by such amount; or if Company asserts a claim against Supplier (whether precisely quantifiable or not), such sum owed. For the purposes of this condition references to Company shall include any Affiliate or subsidiary of Company.
9.6 To the extent a credit may be due Company pursuant to this Agreement, Supplier will provide Company with an appropriate credit against amounts then due and owing; if no further payments are due to Supplier, Supplier will pay such amounts to Company within thirty (30) days.
9.7 Company may withhold payment of particular charges that Company disputes in good faith and will provide Supplier with a written explanation of the nature of the dispute.
10 TITLE
10.1 Unless expressly provided otherwise in the applicable Purchase Order or herein, title to Goods shall pass to Company on delivery. Supplier represents, warrants and covenants that, at the time title passes to Company or its designee, such title shall be good and free of all security interests, claims, demands, liens and other encumbrances.
11 FORCE MAJEURE
11.1 Neither Party shall have any liability to the other due to a delay or failure to perform under any Purchase Order without fault or negligence on the part of the Party involved and which is due to causes beyond its control including, without being limited to, acts of God or of the public enemy, any preference, priority or allocation order issued by the state or federal government or any other act of state or federal government, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather, provided that such delay or failure to perform could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. Each Party shall promptly notify the other in writing of any such delay and the cause thereof. In the event of Company’s contract with the Customer being cancelled, delayed, interrupted or otherwise restricted by an event set forth in this Section 11.1, then Company shall be at liberty to defer the date of delivery or to cancel or to modify the Purchase Order or any undelivered part thereof without any further obligation or liability whatsoever being imposed on Company.
12 ASSIGNMENT
12.1 Company may perform any of its obligations or exercise any of its rights hereunder by itself or through any of its Affiliates from time to time. Company may assign any Purchase Order and its interest therein to any Affiliate or to any person or entity succeeding to Company’s business without the consent of Supplier.
12.2 Supplier may not assign any Purchase Order and its interest therein to any Affiliate or to any person or entity succeeding to Supplier’s business without the consent of Company and/or Customer (as applicable). Upon request of Supplier of such assignment, Company shall have the right to immediately terminate all or part of the Purchase Order. Any other transfer or assignment, other than contemplated in this Section 12.2, shall be null and void.
13 INSURANCE
13.1 Supplier shall maintain in full force and effect during the Term of this Agreement and for a period of twelve (12) months thereafter the following insurance coverage (a) commercial general liability insurance of no less than USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate; (b) statutory worker compensation and employer’s liability insurance of no less than USD 1,000,000 per claim; (c) errors and omission insurance of no less than USD 5,000,000 per occurrence and USD 10,000,000 in the aggregate; (d) commercial crime insurance with a minimum limit per event of USD 5,000,000; (e) if Supplier provides any Premium and/or Promotional Items as part of the Goods, Product Liability Insurance with a limit of not less than USD 5,000,000 per occurrence and an annual aggregate of USD 10,000,000; and (f) umbrella liability insurance with a limit of not less than USD 5,000,000 per occurrence and an annual aggregate of USD 10,000,000. The commercial general liability insurance policy shall name Company and Customer as an additional insured. The Parties acknowledge that Company is entitled to make insurance claims on behalf of Customer. At Company’s request, Supplier shall furnish to Company certificates of insurance setting forth the amounts of coverage, policy numbers and dates of expirations for insurance required hereunder. Supplier shall provide Company with thirty (30) day prior written notification of any termination of insurance or reduction in the amount of scope or coverage. The insurers selected by Supplier will have an A.M. Best rating of A- or better, or, if such ratings are no longer available, with a comparable rating from a recognized insurance rating agency. Unless otherwise approved in writing by Company, which approval will not be unreasonably withheld, Supplier will require that its subcontractors, if any, (i) maintain insurance coverages, as specified in or as similar to this Section 13, as applicable to the scope of Services subcontracted, or (ii) are endorsed as additional insureds on required Supplier coverages.
14 INTELLECTUAL PROPERTY RIGHTS; LICENSES
14.1 In the event any IPR is created under a Purchase Order or while performing Services (including any processes or methods) executed by Supplier, such IPR as between the parties shall belong to Company. Supplier hereby assigns to Company any right, title and interest it and its employees, independent contractors and agents may have in or to any of the foregoing IPR. Supplier agrees at the request of Company to execute or cause to be executed by its employees, independent contractors and agents such documentation and/or perform such acts as may be necessary or desirable to record or effect ownership of any such IPR.
14.2 Supplier hereby represents, warrants and covenants that any copyrighted material included in the Goods that are provided by Supplier, if any, does not and shall not infringe or misappropriate any IPR of any third party or otherwise conflict with the rights of any third party.
15 CONFIDENTIAL INFORMATION
15.1 During the Term of this Agreement and for the longer of (i) five (5) years thereafter, or (ii) as long as Confidential Information constitutes a trade secret, Recipient will use at least the same degree of care (but no less than a reasonable degree of care) as it employs to avoid unauthorized disclosure of its own information, to prevent disclosing to unauthorized parties the Confidential Information of Discloser or Company’s Customer. Recipient shall not use, and shall prohibit any permitted recipient from using, any Confidential Information, except as may be necessary to perform the Services and prepare the Goods. Recipient shall not disclose the Confidential Information to any person or entity other than its employees and permitted independent contractors, subcontractors and agents, in each case who have a need to know such Confidential Information in order for Recipient to perform its obligations hereunder and who have executed an enforceable and binding agreement containing terms restricting the use and disclosure of Confidential Information at least as restrictive as the terms set forth herein, including the obligation to comply with Laws.
15.2 Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by a court or other governmental authority, provided that Recipient (a) gives Discloser reasonable prior notice of the disclosure sufficient to allow Discloser and/or Company’s Customers to resist such disclosure; (b) uses reasonable efforts to resist disclosing the Confidential Information and assists Discloser and/or Company’s Customers to do the same; and (c) cooperates with Discloser and/or Company’s Customers on request to obtain a protective order or otherwise limit the disclosure. Recipient acknowledges that its breach of this Section 15 would cause Discloser and/or Company’s Customers irreparable injury for which they would not have an adequate remedy at law. Recipient agrees that money damages would not be a sufficient remedy and that, in addition to all other remedies, including, without limitation, under the Purchase Order or otherwise at law or in equity, Discloser and/or Company’s Customers shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and Recipient further agrees to waive, and to use its best efforts to cause its agents and independent contractors to waive, any requirement for the securing or posting of any bond in connection with such remedy.
15.3 Promptly after the termination or expiration of this Agreement (and in no event longer than thirty (30) days after), or upon Discloser’s request, Recipient shall return or destroy any Confidential Information in its possession and an officer of Recipient shall certify compliance with this obligation to Discloser promptly after its completion; provided, however, Recipient may retain archival electronic copies of Confidential Information to the extent stored in accordance with its document retention policy solely for archival purposes. Recipient shall immediately (no later than twenty-four (24) hours after) notify Discloser and/or Company’s Customer in writing of any unauthorized use of Confidential Information of which it becomes aware. Furthermore, Recipient acknowledges that upon unauthorized acquisition of individually identifiable information within its custody or control, (a “Security Event“), the law may require that Recipient notify the individuals whose information was disclosed that a Security Event has occurred. Recipient must notify Discloser and/or Company’s Customer immediately if Supplier learns or has reason to believe a Security Event has occurred. Recipient agrees that it will not notify the individuals until Recipient first consults with Discloser and/or Company’s Customer and Discloser and/or Company’s Customer has had an opportunity to review any such notice.
15.4 If, in the provision of Goods or performance of the Services Supplier shall handle any Personal Information, Personally Identifiable Information or Personal Data, as defined in Schedule 1 attached hereto and incorporated fully herein, Supplier shall apply the direction outlined in Schedule 1 in addition to the confidentiality provisions of this Section 15.
16 BUSINESS CONTINUITY
16.1 Supplier will provide a detailed business continuity and disaster recovery activities plan (the “Business Continuity Plan” or “BCP”) for the Services. The Business Continuity Plan relates to Services that may be provided from any of the locations from which the Services will be provided (each, a “Location”). Prior to providing Services from any other location, Supplier will deliver to Company and Customer a Business Continuity Plan for such location in form and substance acceptable to Company and Customer. BCPs are subject to review by the Parties at least every twelve (12) months.
17 AUDITS
17.1 Audit Rights. Supplier will maintain a complete audit trail of performance of the Goods and/or Services and all financial transactions resulting from this Agreement. Supplier will provide to Company, Customer, their auditors, inspectors, regulators and/or any other designated representative as Company or Customer may from time to time designate in writing, access at all reasonable times (and in the case of regulators at any time required by such regulators) to any facility, data or records (including that of a Supplier subcontractor or vendor), to Supplier personnel, relating to the Goods and/or Services under this Agreement. At a minimum, records to support the following shall be maintained:(i) verify the accuracy of charges and invoices;(ii) verify the integrity and security of Company or Customer data and examine the systems that process, store, support and transmit that data; and(iii) examine Supplier’s performance of the Goods and/or Services and conformance to the terms of this Agreement.
17.2 Supplier will cooperate and assist an audit in any way necessary. The costs of any such audit shall be borne by Company or Customer, unless such audit established that Supplier has overstated its charges to Company by more than three percent (3%) of the charges in a given year, in which case the reasonable, actual and documented costs thereof per year shall be borne by Supplier.
17.3 If Supplier receives a direct request from Customer’s regulators requesting information or access to Supplier records or facilities, Supplier will notify Customer immediately of the request. In such event, Supplier will follow Customer’s reasonable direction in responding to the request and will otherwise cooperate fully as described in Section 17.2.
17.4 Audit Follow-up. Following an audit or examination, an exit interview will be conducted to review the findings, any deficiencies and corrective steps necessary. Should the audit reveal an overcharge, Supplier will promptly refund the amount to Company.
17.5 Security Audit by Supplier. Supplier will perform, no less than annually, an audit to test the compliance of the agreed-upon security standards and procedures related to the provision of Goods. Supplier will provide Customer with a summary of the results. This audit will be at no expense to Customer or Company. This audit will test the compliance with the agreed-upon security standards and procedures related to the provision of the Goods. Customer may bring in a third party or use its own staff for an independent audit or to monitor Supplier’s audit. If Customer chooses to conduct its own audit, it will be at Customer’s expense. Supplier will respond to any deficiencies identified by the audit report.
17.6 Certification Management. Supplier will provide Company and Customer with information regarding its current Certification (examples include ISO 9001:2008/2015, G7 System Certification, SSAE 16, ISO/IEC 27001, ISAE 2402, or similar certifications or accreditations including without limitation, Total Quality Management) (“Certification”) within thirty (30) days of the Effective Date and throughout the Term. Supplier will provide Company and Customer with a copy of each internal or external assessment, audit, or re-certification report regarding Supplier Certification.
17.7 Records Retention. Supplier will maintain and provide access upon request to the records, documents and other information required to meet Customer’s and Company’s audit rights under this Agreement for the latter of three (3) years after: the expiration or termination of this Agreement, all outstanding disputes are resolved or Customer’s record retention policy.
17.8 Notwithstanding anything set forth in Section 15 of this Agreement, Supplier shall not disclose to Customer any Confidential Information about Company or its other customers.
17.9 Self-Assessment. At least once a year, Supplier agrees to complete the self-assessment document provided by Company and/or Customer and any follow up questions by Company and/or Customer. Supplier further agrees to respond in a true, complete and accurate manner, to permit Company and/or Customer to validate the responses provided by Supplier to the self-assessment document, including, without limitation, any related documentation or attachments provided by Supplier (collectively, the “Self-Assessment Response”).
17.10 For the avoidance of doubt, Supplier acknowledges and agrees that Company reserves the right to disclose the results of any Audit or Self-Assessment to any Customer or any third-party auditor, in Company’s sole discretion, and Supplier hereby consents to such disclosure by Company.
18 INDEMNIFICATION AND DISCLAIMERS
18.1 Supplier shall defend, indemnify and hold harmless Company, its Affiliates and its and their respective officers, directors, employees, agents, successors, and Customers and its Affiliates, from and against any and all claims, suits, allegations, judgments, actions, liabilities, losses, damages, settlements, costs, fees, penalties, fines and expenses, (including reasonable attorneys’ fees and expenses and costs of litigation, settlement and judgment) (collectively referred to herein as a “Loss”) arising out of or relating to: (i) Supplier’s negligence or willful misconduct in performing the work or any Services or producing any Goods; (ii) Supplier’s breach of any term or condition of any Purchase Order (including without limitation the terms and conditions of this Agreement and the representations and warranties contained herein or any Purchase Order); (iii) the failure of any Good or any Service to conform to the Documentation; (iv) any claim for any personal injury (including death) or damage to personal property (including lost data) arising from the Goods or Services or the negligent or intentional acts of Supplier, its employees, agents, and/or independent contractors; (v) Supplier’s breach of Section 3.2(i) or Section 15; (vi) the acts or omissions of Supplier’s subcontractors or vendors; or (vii) any claim of infringement of any copyright, patent, trademark, or any other intellectual or proprietary right arising out of or relating to any Goods or Services or the work or the sale, offer for sale, or use of any Goods, provided, however, that this Section 18.1 (v) shall not apply in cases where such infringement claim is based on Artwork provided by Company. The indemnitee shall promptly notify Supplier in writing of any such Loss and give Supplier control of the defense of same, insofar as Company has the authority to do so. Company shall cooperate in, but not be responsible for paying for, the investigation and defense thereof. If Supplier is not notified promptly of the Loss, this indemnity shall be inapplicable solely to the extent Supplier is prejudiced by the delay in notice.
18.2 Company shall defend, indemnify and hold harmless Supplier for any Loss arising from any third-party claims of actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade secret, or other proprietary right by the Documentation or Artwork supplied by Company. Supplier shall promptly notify Company in writing of any such Loss and give Company control of the defense of same, insofar as Supplier has the authority to do so. Supplier shall cooperate in the defense thereof. If Company is not notified promptly of the Loss, this indemnity shall be inapplicable to the extent Company is prejudiced by the delay in notice.
18.3 Except as may be otherwise expressly agreed to in writing between Company and Supplier, in no case shall Company indemnify or hold harmless Supplier against any claim for personal injury, property, incidental, consequential, punitive, indirect or special damages (or attorneys’ fees with respect thereto) arising out of or resulting from improper or defective design, material, or workmanship in goods purchased from Supplier hereunder. Supplier having insurance as required in this Order shall in no way be interpreted as relieving Supplier of any responsibility under this Section18.
18.4 UNDER NO CIRCUMSTANCES WILL COMPANY OR CUSTOMER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF GOODS OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PURCHASE ORDER OR THE USE OR INABILITY TO USE THE GOODS AND/OR SERVICES, EVEN IF COMPANY OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF COMPANY AND CUSTOMER UNDER THIS AGREEMENT WILL BE FOR COMPANY TO PAY INVOICES AS THEY BECOME DUE IN ACCORDANCE WITH THE APPLICABLE PURCHASE ORDER.
18.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY, FOR ALL GOODS THAT ARE PREMIUM AND/OR PROMOTIONAL ITEMS, SUPPLIER HAS THE SOLE RESPONSIBILITY FOR VERIFYING ITS RIGHT TO SELL, USE, DISTRIBUTE AND OTHERWISE DISPOSE OF THE PREMIUM AND/OR PROMOTIONAL ITEMS. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF THE USE, THE INABILITY TO USE, OR OTHERWISE RELATING TO THE PREMIUM AND/OR PROMOTIONAL ITEMS AND SUPPLIER SHALL INDEMNIFY COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND CUSTOMERS AND ITS AFFILIATES FROM ANY LOSSES ARISING FROM ANY PREMIUM AND/OR PROMOTIONAL ITEMS.
19 NOTICES. Where notice is required to be given by either Party under this Agreement or any Purchase Order, such condition shall be satisfied by a written notice signed by an officer of the relevant Party and transmitted either by post, electronic mail to the address of each Party stated on the Purchase Order and to the attention of each Party’s General Counsel/Head of Legal.
20 GENERAL
20.1 The provisions of this Agreement and each Purchase Order are severable, and the unenforceability of any provision shall not affect the enforceability of the remainder of this Agreement and the applicable Purchase Order. The Parties acknowledge that it is their intention that if any provision is determined by a court to be unenforceable as drafted, that provision should be construed in a manner designed to effectuate the purpose of that provision to the greatest extent possible under applicable law.
20.2 No waiver or amendment of this Agreement or any Purchase Order shall be valid or binding upon the Parties unless in writing and duly signed by an authorized representative of Company and Supplier.
20.3 Supplier represents and warrants they are in compliance with all applicable laws, rules, and regulations with regard to international trade compliance, including, but not limited to ITAR, EAR, FCPA (Foreign Corrupt Practices Act), and the UK Bribery Act.
20.4 The failure of a Party to insist upon strict performance of any provision or to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Purchase Order.
20.5 Subject to the specific limitation set out in this Agreement, no remedy conferred by any provision of this Agreement is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and shall be in addition to every other remedy given thereunder under existing law or in equity by statute or otherwise.
20.6 Company and Supplier are independent contracting parties and nothing in any Purchase Order or this Agreement shall make either Party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
20.7 This Agreement and all Purchase Orders are to be construed according to the laws of the state of New York, without regard to its conflicts of laws provisions. For any dispute that may arise with respect to this Agreement the Parties irrevocably and unconditionally submit to binding arbitration in the exclusive jurisdiction of New York and waive any claim of forum non-conveniens. The arbitration shall be conducted with a single arbitrator, shall be confidential and closed to the public, except as necessary to obtain court confirmation of the arbitration award.
20.8 This Agreement and all Purchase Orders constitute the entire agreement between Supplier and Company with respect to the subject matter contained herein and supersede all prior oral and written representations and agreements. This Agreement and any applicable Purchase Order shall be binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors and permitted assigns.
20.9 During the term of this Agreement and for a period of one (1) year thereafter, Supplier shall not, directly or indirectly, for its own or any third-party benefit, solicit to or provide any goods or services to Customer or any customer of Company it learned of by working with Company, other than as directed to by Company pursuant to a Purchase Order; unless and to the limited extent Supplier can demonstrate it had a prior business relationship with such Customer in the preceding twelve (12) months of the effective date of this Agreement. Additionally, for the term of this Agreement and one (1) year after, Supplier agrees not to solicit away from, tarnish or interfere with any contractual relationship Company has with any of its Customers, independent contractors, agent or employees, or attempt to hire or associate in business with anyone who has left Company within the preceding nine (9) months. This clause shall not apply to any publicly advertised positions that an employee may apply for on their own.
20.10 Neither Party will disclose the identity of the other Party, Customer or their or Customer’s Affiliates, or any of their respective directors, officers, managers, employees, consultants or agents as a customer or prospective customer or the existence or nature of the relationship of the Parties without the express written consent of the other Party, which a Party may grant or withhold in its sole discretion, but not including announcements intended solely for internal distribution or disclosures to the extent required (as determined by legal counsel) to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party. If a Party (as determined by legal counsel) finds that disclosure is required to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, such Party will provide as much advance written notice of such disclosure as is practical. Neither Party will use, in advertising or publicity or in any way related to this Agreement, the name of the other Party, Customer, or their Affiliates, or any of their directors, officers, managers, employees, consultants or agents or any trade name, trademark, service mark, logo or symbol of a Party, Customer or their Affiliates.
20.11 This Agreement is entered into solely between Company and Supplier and may be enforced by either Party. The signatories to this Agreement are in fact the authorized signatories to the Party and have the authority to enter into and bind Party to this Agreement. Notwithstanding the foregoing, Customer and its Affiliates shall be express third party beneficiaries of all obligations running from Supplier to Company hereunder as if it was Company and this Agreement may also be enforced by Customer and its Affiliates as third-party beneficiaries of this Agreement. Except as described herein, this Agreement will not be deemed to create any rights in or obligations to any other third parties.
20.12 Section 15, Section 18, Section 20.4, Section 20.8, Section 20.9 and those other types of obligations that are intended by their nature to survive shall survive and remain in effect after the termination, cancellation or expiration of this Agreement and any Purchase Orders. Any termination or expiration of this Agreement (in whole or in part) shall not affect any accrued rights or liabilities of either Party.
20.12 DATA SECURITY: Supplier agrees it can and shall adhere to the Data Security provisions included in the DATA SECURITY SCHEDULE incorporated hereto as the DATA SECURITY SCHEDULE.
2013 DATA PROTECTION: The parties agree to comply with their respective obligations under the Data Protection Legislation. Any processing (having meaning under the relevant data protection legislation), under this Agreement will be subject to the DATA PROCESSING AGREEMENT which shall be completed and incorporated hereto.
Schedule 1Personal Information and Information Security
General:
The provisions of this Schedule are in addition to, and will not be construed to limit, any other confidentiality obligations under the Agreement. Any exclusion from the definition of Confidential Information contained in the Agreement will not apply to Personal Information. “Personal Information” means: (a) any information from which an individual may be identified; (b) any information concerning an individual that would be considered “nonpublic personal information” within the meaning of Title V of the Gramm-Leach Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338) (the “Act”) and its implementing regulations, as the same may be amended from time to time; (c) any information regarding Company or Customer’s (and/or their Affiliates’) current or former clients or prospective clients received by Supplier in connection with the performance of its obligations under the Agreement, including, but not limited to, (i) an individual’s name, address, e-mail address, IP address, telephone number, social security number, image, gender, and age, (ii) the fact that an individual has a relationship with Company or Customer and/or its parent, affiliated or subsidiary companies, (iii) an individual’s account information; (iv) any information regarding an individual’s medical history or treatment; and (v) any other information of or relating to an individual that is protected from disclosure by applicable Privacy Laws; and (d) any list, description, or other grouping of information (and publicly available information pertaining to them) that is derived using any personally identifiable information. For the avoidance of doubt, all Personal Information shall be deemed Confidential Information. Supplier agrees to comply with Privacy Laws. For purposes of this Agreement, “Privacy Laws” shall mean any national, federal, Canadian federal, state, provincial, territorial, or local laws, rules or regulations of any jurisdiction relating to the nonpublic personal information including, without limitation, any applicable data protection laws, Title V of the Act and its implementing regulations or any successor federal statute or regulations to the Act, and the rules and regulations under that Act and the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and CA SB 1386 regarding privacy, in each case, as such may be amended or supplemented from time to time. Supplier represents, warrants and covenants that:
(i) it will process, use, maintain and disclose Personal Information only as necessary for the specific purpose for which this information was disclosed to it and only in accordance with this Agreement;
(ii) it will not disclose any Personal Information to any third party (including to the subject of such information) or any person who does not have a need to know such Personal Information without Company’s and Customer’s prior written consent;
(iii) it will implement and maintain an appropriate security program, including appropriate training of employees, to (x) ensure the security and confidentiality of all information provided to it by Company or Customer, including Personal Information (collectively, the “information”), (y) protect against any threats or hazards to the security or integrity of information, including unlawful destruction or accidental loss, alteration and any other form of unlawful processing, and (z) prevent unauthorized access to, use or disclosure of the information, and will not make any material changes to its security measures that would increase the risk of an unauthorized access;
(iv) it will immediately notify Company and Customer in writing if it becomes aware of: (x) any disclosure or use of any Personal Information by it or any of its representatives in breach of this Section; (y) any disclosure of any Personal Information to it or its representatives where the purpose of such disclosure is not known; and (z) any request for disclosure or inquiry regarding the Personal Information from a third party, and will take all reasonable and appropriate steps, at its own expense, including the provision of notice to affected individuals, to protect Personal Information in the event of a failure of its security safeguards or its allowance of unauthorized access to Personal Information;
(v) it will cooperate with Company and Customer and the relevant supervisory authority in the event of litigation or a regulatory inquiry concerning the Personal Information and will abide by the advice of Company and Customer and the relevant supervisory authority with regard to the processing of such information, and will enter into further agreements as requested by Company and Customer to comply with the Law from time to time;
(vi) it has no reason to believe that any Law will prevent it from fulfilling its obligations under this Schedule;
(vii) at Company’s or Customer’s direction at any time, and in any event upon any termination or expiration of the Agreement, it will immediately return to Customer any or all Personal Information and will destroy all records of such Personal Information;
(viii) it will cause its representatives to act in accordance with this Schedule;
(ix) to the extent that the Personal Information is subject to the Privacy Laws, data subjects may enforce the provisions of this Schedule as a third-party beneficiary against it with respect to their Personal Information;
(x) it will inform itself regarding, and comply with, Company’s and Customer’s privacy policies
Company and Customer reserve the right to review Supplier’s policies and procedures used to maintain the security and confidentiality of Personal Information, including auditing Supplier and its representatives concerning such policies and procedures.
Supplier acknowledges and agrees that any unauthorized use or disclosure of Personal Information would cause immediate and irreparable harm for which money damages would not constitute an adequate remedy, and that in the event of any unauthorized use or disclosure of Personal Information, Customer and/or Company will be entitled to immediate injunctive relief. Notwithstanding any other terms or conditions of this Schedule or the Agreement, in the event that Supplier breaches any of its representations, warranties, or obligations under this Schedule, Customer and Company shall be entitled to recover money damages, including special, incidental, punitive and/or consequential damages, whether based on breach of contract, tort (including negligence), or otherwise; and Supplier shall be required to bear all costs of notifying Customer’s and Company’s clients and other applicable third parties of any unauthorized access to their Personal Information.
Information Security: Supplier will implement an information security plan designed to impose the industry standards for security or Company’s other reasonable information security requirements on all parts of Supplier’s organization that are exposed to, or have access to, Company or to Customer data. For avoidance of doubt, the industry standards will be those reasonably expected of a diligent vendor providing services to a global investment bank and shall involve (i) industry standard security systems, computers and technologies (including current firewall and encryption technology), (ii) physical security and monitoring, (iii) restriction of use and copying of Company data, (iv) monitoring of transport and storage of Company data, (v) monitoring of password procedures, and (vi) regular and random monitoring by Supplier of its employees.
Schedule 2Dentsu Group Supplier Code of Conduct
As a global marketing communications company servicing clients in more than 100 markets, Dentsu Group Inc., and its subsidiaries (“dentsu”), are committed to conducting business to the highest standards of integrity, ethics, and responsible business practices. Dentsu expects its Suppliers to share these values.
Dentsu’s Supplier Code of Conduct (“Supplier Code”) outlines the expectations of its Suppliers. A “Supplier” is any individual (Japan only), business, company or other entity that provides any kind of goods or service to dentsu, and includes the Supplier’s employees, directors, sub-contractors, and other representatives.
It is the responsibility of the Supplier to ensure that its employees, directors, sub-contractors, and other representatives understand and comply with the Supplier Code. Suppliers must maintain appropriate systems to ensure continuous compliance with this Supplier Code and to demonstrate their compliance.
Failure to meet the expectations in the Supplier Code may affect current and/or future business with dentsu.
Dentsu reserves the right to amend or replace the Supplier Code at any time. The latest version of the Supplier Code is available at our website (Japanese, English). It is the responsibility of the Supplier to check for updates. This Supplier Code replaces all previous versions of the dentsu Supplier Code of Conduct.
1. Legal and regulatory compliance
Suppliers must always behave lawfully and ethically. Suppliers must respect and comply with all applicable local and international laws, regulations, and relevant industry codes in the countries in which they operate when working with dentsu, including tax evasion, insider trading, fraud, trade and import restrictions such as sanctions and embargoes, and money laundering.
Suppliers must conduct business fairly, transparently and with integrity. Applicable competition and anti-trust laws must be complied with. Suppliers must maintain fair and accurate books and records, follow applicable invoicing and taxation requirements, and comply with lawful and appropriate accounting practices and non-financial record keeping. Suppliers must inform dentsu of changes to Supplier tax status which may impact dentsu.
2. Confidentiality and security
Suppliers must keep information relating to dentsu and its clients (“dentsu Data”) strictly confidential and secure. Suppliers must never disclose dentsu Data to any third party without dentsu’s prior written permission or, when disclosure is required by law, regulation, or a court order, without prior written notice (to the extent legally permitted).
Suppliers must have security policies and procedures in place to keep dentsu Data confidential and secure, and all Supplier staff, sub-contractors and other representatives must be educated on such policies and made aware of the importance of confidentiality. The Supplier may only access dentsu Data for which such access has been granted and for the purpose which it has been granted.
Suppliers must notify dentsu of any actual or suspected security incident relating to dentsu Data to dentsu staff in charge of the business in dentsu Japan and to the mail reportsecurityincident@dentsu.com in three regions excluding Japan (“International Markets”).
3. Respecting human rights and treating people with respect
Suppliers shall comply with all applicable human rights laws, statutes, regulations, codes and standards, including without limitation the United Nations Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Social, Economic and Cultural Rights, the UN Guiding Principles on Business and Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work.
Dentsu requires its Suppliers to investigate whether there are any actual, or risks of, adverse impacts on human rights or decent working conditions in their own operations, their supply chain and other business relationships, inform us of any non-compliances and remedy these risks or impacts accordingly.
In addition, dentsu expects suppliers to adhere to the following principles:
(a) Forced labour
Suppliers must ensure that all employment is voluntary, and workers are not subject to forced labour or any form of involuntary servitude. Employees must have the freedom to terminate their employment in accordance with applicable laws and regulations.
Suppliers must not require employees to lodge deposits of money and shall bear all costs related to the recruitment process. Suppliers must not require employees to surrender any formal identification as a condition of employment.
Suppliers must provide all employees with a written employment agreement in a language that they can understand, containing clear terms and conditions of employment.
(b) Child labour
Suppliers shall not employ individuals below the legal minimum age for employment, as defined by local laws and international standards. Adequate measures must be in place to verify the age of workers and prevent the use of child labour in any stage of production.
Any Supplier workplace apprenticeship programs must be for the educational benefit of younger people.
(c) Working Hours and Overtime
Working hours must not exceed the maximum set by local law, or the International Labor Organisation’s standards on working hours – whichever is lower. Annual paid holiday and rest periods must also be provided in accordance with local law, or the International Labour Organisation’s Conventions on Holidays with Pay and Weekly Rest as a minimum.
(d) Fair Wages and Benefits
Suppliers must ensure that all employees receive fair and competitive wages that meet or exceed legal minimum requirements. In addition to basic wages, employees should receive any legally mandated benefits, including overtime pay. Employees must receive information about their employment conditions in writing.
(e) Non-Discrimination and Equal Opportunity
Suppliers must provide equal opportunities for employment and advancement to all individuals, irrespective of race, gender, age, religion, disability, sexual orientation, marital status, union membership, political affiliation, national origin, or any other protected characteristic. Discrimination in hiring, promotion, or any other employment practice is strictly prohibited.
(f) Freedom of Association and Collective Bargaining
Suppliers shall respect the rights of employees to freely associate, join or not join trade unions of their choice, and engage in collective bargaining. No employee shall face discrimination or retaliation for exercising their rights to organize or participate in lawful collective bargaining activities.
(g) No Harassment or Discrimination:
Suppliers must foster a work environment free from harassment, bullying, and discrimination, including physical, verbal, sexual, emotional abuse, inhumane or degrading treatment, corporal punishment, threats, or intimidation. All employees should be treated with respect and dignity, and measures should be in place to prevent and address any form of harassment or discrimination at any stage of employment.
(h) Migrant Workers
Suppliers must ensure migrant workers are treated with dignity and in accordance with the same standards that apply to other employees and workers.
4. Health and safety
Suppliers must comply with all relevant local health and safety laws and regulations and offer a work environment that is safe, conducive to good health, and helps prevent accidents, injuries and work-related illnesses.
When on premises owned, leased, or managed by dentsu, the Supplier, its staff, sub- contractors, and other representatives must adhere to all rules and regulations governing the operation of the premises and interactions with individuals who have access to the premises. These individuals may include dentsu employees, clients, other suppliers, or guests.
5. Anti-bribery, corruption, and facilitation payments
Dentsu prohibits any form of bribery and corruption in all business dealings, in every country around the world, with both government and private sector parties. Dentsu has a zero-tolerance approach to bribery in any form, whether directly or through an agent, intermediary or any Supplier.
Suppliers must comply with all applicable anti-bribery and corruption laws and regulations in all countries in which they operate. Suppliers must not offer, give, receive, or request a bribe, whether directly or indirectly, and must take reasonable steps to prevent others (who are acting on their behalf) from doing so.
Suppliers must not offer or give an incentive of any kind (including facilitation payments) to any public official which would cause them to improperly fulfil their function or would be viewed as corrupt activity. Suppliers must also implement and operate adequate procedures for employees and workers to comply with applicable anti-corruption laws and regulations.
6. Gifts & Hospitality
Suppliers must not offer or provide or accept any gifts and hospitality that are unlawful, unethical, excessive or lavish, or otherwise inappropriate or would cause or could be seen to cause a person to improperly provide a business advantage or perform their function or activities improperly or unlawfully. Suppliers must never offer or provide or accept any gifts in the form of cash or cash equivalents, precious metals or gems or any other form readily convertible to cash. Suppliers must not provide any gifts or entertainment to dentsu staff during a tendering process. Suppliers may provide gifts, entertainment, and hospitality to dentsu staff provided they serve a bona fide business purpose and are of appropriate value, timing, and frequency.
7. Data Protection
Suppliers must ensure that they comply with all applicable data protection laws, regulations, and industry codes relating to the data protection and privacy of dentsu Data. Suppliers must also abide by the principles in the dentsu Global Data Protection Principles, available at Dentsu Group Global Data Protection Principles (Japanese, English）.
8. Environment
Dentsu has committed to reaching net zero emissions by 2040 and is dedicated to implementing and maintaining environmentally friendly business practices. Dentsu’s commitments are available for reference at Dentsu Group Environmental Policy (Japanese, English).
Dentsu expects its Suppliers to support dentsu’s commitment by:
• disclosing/working towards disclosing scope 1, 2 and 3 greenhouse gas emissions and broader Environmental, Social and Governance (ESG) performance on dentsu request;
• evaluating the environmental impact of its products and/or services and providing reports at dentsu’s request;
• regularly assessing its environmental risks and opportunities in relation to its operations and managing those risks accordingly;
• continuously improving its environmental performance and taking action to reduce its carbon footprint;
• ensuring compliance, as a minimum, with all legislation related to the environment including climate-related disclosures and transition plans, where applicable to their sector; and
• working with dentsu to help reduce its wider impacts on nature (including carbon emissions, water and energy consumption, land degradation, biodiversity loss, pollution, and operational waste).
9. Conflicts of interest
Suppliers must ensure they avoid the appearance of, or actual conflicts of interest in its work with dentsu. Suppliers must disclose to dentsu any actual or potential conflict of interest as soon as they are identified. Disclosures must be made to Speak up @ dentsu (dentsu Japan, International Markets), in addition,compliance@dentsu.com is available at International Markets.
A conflict of interest arises when an individual has a private and/or personal interest which could appear to influence their decisions in conflict with their duties to dentsu and/or to the Supplier. Examples include a relationship by blood, marriage, or other personal partnership, a business partnership or investment.
10. Reporting concerns
Suppliers must raise any actual or potential concerns or suspicions of wrongdoing related to their engagement or relationship with dentsu, including any breaches of the Supplier Code, using the Speak Up @ dentsu portal and hotline that allows anonymous reporting available at Speak Up @ dentsu (dentsu Japan, International Markets).
The portal and hotline are free to use, confidential and available 24 hours a day, 7 days a week. The individual contacting Speak Up @ dentsu should state that the concern relates to dentsu. Speak Up @ dentsu can be contacted by calling the toll-free number for the related country. A list is available at Speak Up @ dentsu (dentsu Japan, International Markets). In addition, concerned parties can also contact Speak Up @ dentsu via email at speakup@dentsu.com in International Markets. Details of this portal and hotline should be made available within the supplier’s organisation and to any employees, contractors and sub-contractors working on the supplier’s behalf for dentsu.
Version 1.0
Issued on 23 July, 2024