1.1 Certificate of Analysis” means a certificate issued by the Supplier’s quality assurance department (or similar) confirming that Goods comply with the Specification and includes details of the specific test conditions, test parameters, test specifications, expected results, and final results (as well as any other information the Company requests to be reported).
“Change of Control” means, in relation to an undertaking, a change in the ability to direct the affairs of that undertaking, whether by virtue of ownership of shares, contract or otherwise;
"Company" means Vitaflo (International) Limited, Suite 1.11 South Harrington Building, 182 Sefton Street, Brunswick Business Park, Liverpool, Merseyside, L3 4BQ;
“Company Policies” means the Nestle Supplier Code (published on www.nestle.com/aboutus/suppliers) and any other policy or code referred to by the Company from time to time;
“Company Property” means Company property as defined in Clause 18;
"Contract" the contract for the sale and purchase of Goods and/or Services formed by these conditions and any Order;
"Goods" the goods (including any instalment of the goods or any part of them) described in the Order;
“Intellectual Property Rights” without limitation, copyrights (including for the avoidance of doubt rights in computer software and typography rights and other related rights), patents, trademarks, domain names, rights in designs (both registered and unregistered), databases, operating systems and specifications and any applications to register any of the foregoing, rights in inventions (whether patentable or not), know-how, trade secrets and other confidential information and all corresponding rights of a similar nature subsisting anywhere in the world at any time;
"Order" the Company's written instruction to supply the Goods and/or the Services including a purchase order;
“Representative(s)” means a party’s designated agents, employees, officers, advisers and other authorised representatives of the Company or the Supplier, as applicable;
“Service Levels” the service levels for the Services, if any, specified in the Order or otherwise agreed in writing between the Company and the Supplier;
“Services” the services, if any, to be provided by the Supplier under the Contract as set out in an Order;
“Specification” the specification for the Goods and/or Services specified in the Order or otherwise agreed in writing between the Company and the Supplier including any plans, drawings, diagrams, patterns, data or other information relating to the Goods or Services;
"Supplier" means the person or company that has accepted these conditions and any related person or company described as the seller in the Order;
“Timetable” the timetable for performing the Services specified in the Order or otherwise agreed in writing by the Company and the Supplier; and
“Vitaflo Group” means the Company, its subsidiaries, its holding company and any subsidiary of the holding company (such terms have the meanings given in section 1159 of the Companies Act 2006).
1.2 The definitions and rules of interpretation in this condition apply in these conditions.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.4, these conditions are the only conditions upon which the Company is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions whether express or implied (save for those implied terms that cannot be excluded at law).
2.2 Each Order for Goods and/or Services by the Company from the Supplier shall be deemed to be an offer by the Company to buy Goods and/or Services subject to these conditions and no Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgement or acceptance of Order, Specification or similar document shall form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.
2.4 These conditions apply to all the Company's purchases and any purported variation to these conditions or any Order shall have no effect unless expressly agreed in writing and signed by a Representative of the Company.
2.5 The Company may from time to time provide the Supplier with a forecast of the Products it expects to purchase over a period of time. Forecasts provided by the Company shall not be binding and shall not constitute an Order.
3. QUALITY OF GOODS AND/OR SERVICES
3.1 The Supplier warrants, represents and undertakes to the Company that the Goods and/or Services shall:
(a) be of the best available design, of the best quality, material and workmanship and shall remain so for a reasonable period (bearing in mind the nature of the Goods and the purpose for which goods of that type are normally used);
(b) be free from defects, conform in all respects with the Order and the Specification and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended from time to time) and fit for any purpose which would be reasonably expected having regard to the nature of the Goods and/or Services and the intended use by the Company as held out by the Supplier or made known to the Supplier by the Company before or when the Order is placed; and
(c) comply with all statutory requirements, implied terms, regulations, codes of practice and good industry practice relating to the Goods generally, the sale and supply of the Goods and the performance of the Contract (including but not limited to the Bribery Act 2012 (as amended or suspended from time to time)).
3.2 In relation to Services, the Supplier warrants, represents and undertakes to the Company that the Services shall be performed by appropriately qualified, trained and experienced personnel, with due care and diligence and to the Specification and the high standard of quality that a prudent, experienced and diligent provider of services similar to the Services would employ and to the high standard of quality that is reasonable for the Company to expect in the circumstances.
3.3 At any time prior to delivery of the Goods and/or performance of the Services, the Company and/or any of its Representatives shall have the right to:
(a) inspect the Goods or the premises where Goods are stored and test the Goods at all times; and/or
(b) audit documentation relating to the Services or premises at which Services are performed
3.4 The Supplier agrees to provide reasonable assistance to the Company and/or its Representatives upon receiving notification from the Company that it wishes to exercise its rights pursuant to condition 3.3.
3.5 If the Company reasonably suspects that the Goods and/or Services do not conform or are unlikely to conform with the standards set out in condition 3.1, 3.2 or with any agreed Timetable, the Company shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity and in addition, the Company shall have the right to require and witness further testing, inspection and/or audits.
3.6 If any of the Goods and/or Services fail to comply with the provisions set out in condition 3, the Company shall be entitled to rely on any one or more of the remedies listed in condition 11 (Remedies).
4.1 The Supplier shall indemnify and keep the Company indemnified in full, on demand against all direct, indirect or consequential liabilities (to include, without limitation, loss of profit, loss of business, loss of production and depletion of goodwill), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
(a) defective workmanship, quality or materials;
(b) any of the Goods and/or Services failing to comply with the warranties set out in condition 3;
(c) an infringement or alleged infringement of any third party’s Intellectual Property Rights caused by the use, manufacture or supply of the Goods and/or the Services; and
(d) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Goods and/or Services by the Supplier; or
(e) any loss or damage to property of the Company to the extent that such loss or damage was caused by, relates to or arises from the Goods and/or Services and/or the negligence of the Supplier or its employees, agents or sub- contractors.
4.2 The provisions of this condition 4 shall survive termination of the Contract, howsoever arising.
5. DELIVERY AND TIME FOR PERFORMANCE
5.1 Time for delivery of the Goods and/or performance of the Services shall be of the essence.
5.2 If the whole or any part of the Goods and/or Services are not delivered and/or performed on the due date then, without prejudice to any other rights which it may have, the Company shall be entitled to rely on any one or more of the remedies listed in condition 11 (Remedies).
6.1 The price of the Goods and/or Services shall be that stated in the Order (“Price”) and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges for packaging, shipping, carriage, insurance and delivery of the Goods to the correct delivery address and any duties, levies and taxes other than VAT.
6.2 Unless otherwise agreed in writing, the Price shall include all out-of- pocket expenses which may be incurred by the Supplier, including, without limitation, travel and subsistence expenses. If the Company agrees to reimburse expenses incurred by the Supplier, subject to the Company’s expenses policy from time to time. A copy of which can be made available on request.
6.3 No variation in the Price nor extra charges shall be accepted by the Company, without the Company’s prior written approval. Any payment made by the Company which is an extra charge or a different price to the Price, shall not be deemed acceptance of the charge or constitute a change to the Price, but shall be considered as an over- payment made in error. The overpayment shall be held on trust by the Supplier for the benefit of the Company who shall be entitled to exercise its rights of set-off in accordance with condition 7.4 or the Supplier shall immediately on request, refund the amount of the overpayment to the Company.
7.1 Time for payment shall not be of the essence of the Contract.
7.2 For Services, the Supplier shall be entitled to invoice the Company for the Price at the intervals specified in the Order or otherwise agreed in writing between the Company and the Supplier. If no intervals are so specified or agreed, the Supplier shall be entitled to invoice the Company monthly in arrears.
7.3 The Company shall pay all invoices within 60 days of the end of the month (unless otherwise agreed in writing) in which the invoice was received, provided that (if in the opinion of the Company) any invoice is incorrect or insufficiently describes services or goods to which it relates, the Company shall notify the Supplier and payment shall not be due to the Supplier unless and until a correct invoice has been submitted to the Company, then payment shall be due within 60 days (unless otherwise agreed in writing) of the end of the month of receipt of such corrected invoice.
7.4 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company against any amount payable by the Company to the Supplier under the Contract.
7.5 If any sum under the Contract is not paid when due then, without prejudice to the parties' other rights under the Contract, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at 2% per annum over HSBC Bank plc’s base rate from time to time. The parties agree that the right claim interest pursuant to this clause 7.5 is a substantial remedy for the purpose of The Late Payment of Commercial Debts (Interest) Act 1998. The Supplier is not entitled to suspend deliveries of Goods or Services as a result of any sums being outstanding.
8.1 The Supplier shall, at its own cost, maintain in force with a reputable insurer such insurance policies as are appropriate and adequate having regard to its obligations and liabilities under these conditions including (without prejudice to the generality of the foregoing): Product/Public Liability Insurance and Employer’s Liability Insurance, each with an indemnity limit of not less than £5million in aggregate in any one year period in respect of all liability, howsoever and whenever arising in respect of a claim under this Contract.
8.2 The Supplier shall on written request of the Company from time to time provide the Company with reasonable details of the insurance policies in question when requested to do so in writing by the Company.
8.3 The provisions of this condition 8 shall survive termination of the Contract, howsoever arising.
9.1 The Supplier shall keep in strict confidence all technical or commercial know-how, Specifications (whether or not provided by the Supplier), inventions, processes or initiatives which would be regarded as confidential by a reasonable business person, relating to the Company’s business and have been disclosed to the Supplier by the Company or its agents and any other confidential information concerning the Company's business or its products which the Supplier may obtain.
9.2 The Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub- contractors on a need-to-know basis for the purpose of discharging the Supplier's obligations to the Company.
9.3 The Supplier shall ensure that such employees, agents or sub-contractors are subject to the same or similar obligations of confidentiality as bind the Supplier under this Contract.
9.4 The provisions of this condition 9 shall survive termination of the Contract howsoever arising.
10.1 Notwithstanding condition 19 the Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice thereof (“Notice”).
10.2 Where the Supplier is in receipt of a Notice pursuant to condition 10.1, all work on the Contract shall be discontinued by the Supplier and the Company shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination (but such compensation shall not include loss of anticipated profits or any consequential loss and, in the case of Services, shall not exceed the amount which would have been payable to the Supplier for the Services during the 30 day notice period referred to at condition 19 had that period of notice been given).
10.3 The Company shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract (and/or an Order) forthwith if:
(a) the Supplier commits a breach of any of the fundamental terms and conditions of the Contract; or
(b) any distress, execution or other process is levied upon any of the assets of the Supplier; or
(c) the Supplier has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier; or
(d) the Supplier ceases or threatens to cease to carry on its business; or
(e) the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy; or
(f) there is a Change of Control of the Supplier.
10.4 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
10.5 The provisions of this condition 10 shall survive termination of the Contract, howsoever arising.
Without prejudice to any other right or remedy which the Company may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by the Company:
(a) to rescind the Order;
(b) to reject the Goods and/or Services (in whole or in part) and, in the case of Goods, return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned (and for costs incurred by the Company in returning those Goods) shall be paid forthwith by the Supplier;
(c)to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in the Goods and/or Services or to supply replacement Goods and/or Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
(d) to refuse to accept any further deliveries of the Goods and/or performance of the Services but without any liability to the Supplier;
(e) to carry out at the Supplier's expense any work necessary to make the Goods and/or Services comply with the Contract; and
(f) to claim such damages as may have been sustained in consequence of the Supplier's breach or breaches of the Contract.
12.1 The Supplier shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12.2 The Company may assign the Contract or any part of it to any person, firm or company.
13. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods and/or Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce).
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company would be entitled to at law.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Supplier shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.7 The provisions of this condition 14 shall survive termination of the Contract, howsoever arising.
15.1 Any notices to be served hereunder shall be delivered by hand or sent by first class post or facsimile to the relevant party at its last known address. Notice shall be deemed served on delivery if delivered by hand, on the 3rd day after posting if posted or 24 hours after despatch by facsimile (weekends and bank holidays excepted).
THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO THE PURCHASE OF GOODS ONLY:
16. DELIVERY AND PACKAGING
16.1 Unless otherwise agreed in writing between the Supplier and the Company, the Goods shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is specified by the Company in writing prior to delivery of the Goods. The Supplier shall off-load the Goods as directed by the Company and in accordance with the Company’s health and safety policy.
16.2 The Company shall have the right to change its delivery instructions including the delivery date and location at any time by reasonable notice in writing to the Supplier.
16.3 The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order.
16.4 The Supplier shall ensure that each delivery is accompanied by (a) a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered; and (b) a Certificate of Analysis, where relevant to the supply.
16.5 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company normal business hours.
16.6 The Supplier shall pack all Goods properly and securely and so as to protect against damage and deterioration so that they reach their destination in an undamaged condition and the Supplier shall be responsible for complying with any requirements of the carrier and the Company, including ascertaining any special delivery requirements, booking in of delivery in advance, and the hours in which delivery is possible.
16.7 The Supplier shall comply with the Company’s reasonable instructions, including as to the marking of Goods, but in any event the Supplier shall be responsible for compliance with all applicable regulations and other legal requirements concerning the manufacture, marking/labelling, packaging, packing, carriage and delivery of the Goods (including those relating to hazardous Goods) and the performance of the Services. The Supplier shall provide such evidence and confirmation of compliance and co-operate with and assist the Supplier as is necessary or as the Customer requests to enable the Customer to comply with any such legal or regulatory obligations applicable to it.
16.8 If the Supplier requires the Company to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material will only be returned to the Supplier at the cost of the Supplier.
16.9 Where the Company agrees in writing to accept delivery by instalments the Contract will be construed as a single contract in respect of each instalment.
16.10 Signature on behalf of the Company of a delivery note or other document presented for signature on delivery of the Goods is not evidence that the correct quantity or number of Goods have been delivered or that they otherwise meet the requirements of these conditions or Order.
16.11 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
16.12 The Company shall not be deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
The Goods shall remain at the risk of the Supplier until delivery to the Company is complete (including off- loading and stacking) when ownership of the Goods shall pass to the Company.
18. THE COMPANY'S PROPERTY
18.1 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of Intellectual Property Rights in all drawings, specifications (including without limitation the Specification) and data supplied by the Company to the Supplier or not so supplied but used by the Supplier specifically in the manufacture of the Goods, or developed by or on behalf of the Supplier for the Company shall at all times be and remain the exclusive property of the Company but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Company and shall not be disposed of other than in accordance with the Company's written instructions, nor shall such items be used otherwise than as authorised by the Company in writing. Upon termination of the Contract, howsoever arising, the Company shall be entitled, upon reasonable notice and during normal business hours, to enter the Supplier’s premises to repossess any of the Company’s property which is in the Supplier’s possession.
18.2 The provisions of this condition 18 shall survive termination of the Contract, howsoever arising.
THE FOLLOWING ADDITIONAL TERMS SHALL APPLY TO THE PURCHASE OF SERVICES ONLY:
19. TERM OF CONTRACT
The Contract for Services shall come into force on the commencement date and continue for the contract term specified in the Order or otherwise agreed in writing between the Company and the Supplier. If no commencement date is so specified or agreed, the Contract shall come into force on the date the Services are first performed. If no contract term is so specified, the Contract shall continue either until the Services have been performed in full or, if the Services are of a recurring nature, shall continue indefinitely unless and until terminated by the Company giving the Supplier not less than 30 days prior written notice or by the Supplier giving the Company not less than 90 days prior written notice.
20. EFFECTS OF TERMINATION
20.1 Following the termination or expiry of the Contract for whatever reason the Supplier shall:
(a) provide all assistance as is requested by the Company to transfer the Services to the Company or another service provider, subject to payment of the Supplier’s expenses reasonably incurred; and
(b) return to the Company or (at the Company’s option) destroy all or any information disclosed to it by or on behalf of the Company in connection with the Contract, together with any copies of any document containing such information in the Supplier’s possession or control; and
(c) deliver to the Customer all specifications, programs (including source codes) and other documentation comprised in the Deliverables and existing at the date of such termination, whether or not then complete. All Intellectual Property Rights in such materials shall automatically pass to the Company (to the extent that they have not already done so by virtue of condition 21.1).
20.2 If the Supplier fails to fulfil its obligations under condition 20.1, then the Company may enter the Supplier’s premises and take possession of any items which should have been returned or delivered under it. Until they have been returned, repossessed or delivered, the Supplier shall be solely responsible for their safe keeping.20.3 The provisions of this condition 20 shall survive termination of the Contract, howsoever arising.
21. THE COMPANY'S PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
21.1 Subject to the rights of the Supplier and/or any third party licensors in respect of any pre-existing materials and Intellectual Property Rights which are supplied in conjunction with the Goods or Services (which shall remain unaffected), the Company shall be entitled to all Intellectual Property Rights and all other rights in the Goods or Services which the Supplier shall, with full title guarantee, assign to the Company immediately upon request.
21.2 The Supplier shall promptly, at the Company’s request, do (or procure to be done) all such acts and things and sign all such documents or instruments as the Company may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest to and in the Intellectual Property Rights and all other rights assigned to the Company in accordance with condition 21.1.
21.3 All Intellectual Property Rights in any materials provided by the Company to the Supplier in connection with the Services (the “Input Materials”) vest in and remain vested in the Company or its licensors.
21.4 The provisions of this condition 21 shall survive the termination or expiry of the Contract.
22.1 The Supplier will procure that the provision of the Services is managed in such a way as to result in there not being any undertaking or part of an undertaking (within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the “Regulations”)) the business of which is the provision of the Services.
22.2 If, notwithstanding such obligation, the Regulations apply to transfer the employment of any person employed by the Supplier to the Company or any new service provider then if the Company or such new service provider shall serve a notice terminating the employment of such person within six months of the date of such transfer, the Supplier shall indemnify the Company fully on demand against:
(a) any sum payable to the person in question for redundancy and/or as damages for unfair and/or wrongful dismissal and/or as a reasonable settlement of a claim for such damages;
(b) any sum payable to such new service provider in relation to the termination of employment, whether under a contract between the Company and the new service provider or otherwise; and
(c) any associated costs or expenses.
22.3 The provisions of this condition 22 shall survive termination of the Contract, howsoever arising.
23.1 In this condition 23, “Personal Data” has the meaning given in the Data Protection Act 1998.
23.2 The Supplier warrants that to the extent it processes Personal Data on behalf of the Company:
(a) it shall act only on instructions from the Company; and
(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
(c) it shall not transmit such Personal Data to a country or territory outside of the EEA without the Company’s prior written consent.
23.3 The Supplier shall treat Personal Data disclosed to it in the course of providing the Services as confidential information belonging to the Company.