RIGHTS OF AUDIT. Each party shall maintain proper and adequate records of all matters for which it is responsible or relevant for the purposes of this agreement. Each party can request the other party and its auditors, regulators or other authorised agents to provide information relating to the terms of this agreement 10 days’ notice for the purpose of ascertaining whether that party is complying with its obligations under this agreement, provided that any such person enters into a confidentiality undertaking with the party that is sending such information in the form as is reasonably acceptable to that party. This request would not unreasonably be refused.
RIGHTS OF AUDIT. 6.1. At your reasonable request and subject to you (and any third-party auditor) entering into an appropriate confidentiality agreement, we shall:
6.1.1. make available to you such information as may reasonably be necessary to demonstrate compliance with the obligations for processor agreements laid down in Data Protection Laws; and
6.1.2. subject to paragraphs 6.3 and 6.4 below, allow you (or an independent, third-party professional auditor mandated by you and acceptable to us, both of us acting reasonably) to conduct an audit, including inspection, of our processing of Relevant Data pursuant to the Agreement, and contribute to that audit, except that you agree that nothing in this paragraph
6.1 shall require us to act in breach of an obligation of confidentiality owed to a third party.
6.2. With respect to paragraph 6.1, we shall immediately inform you in writing, but without any obligation to monitor or enquire as to the legality of your instructions or to give legal advice if, in our opinion, to follow an instruction given by you would give rise to a breach of applicable Data Protection Laws.
6.3. Where we have commissioned audit report(s) which we offer to make available to you, you agree that you may only proceed with your own audit/inspection if, acting in good faith, you are reasonably dissatisfied with the audit report(s), and that your own audit/inspection is subject to our rights in paragraph
2.4. You must coordinate with us on the timing and scope of any such audit/inspection and refrain from any act or omission that could lead to the degradation, overload or unavailability of the Services. The scope of your audit must exclude other customers’ data. Any testing, probing or scanning tools used on our infrastructure must be pre- approved by us. You must not and must instruct any third-party auditor not to) include in your audit report any sensitive information that could be used by a third party to the detriment of the security of the Services (including, but not only, details of vulnerabilities). You must instruct any third-party auditor to give us the reasonable opportunity to review the report before it is provided to you in final form and to communicate with the auditor to resolve any questions or issues of fact. You and the auditor must keep the results and findings of any audits confidential and disclose them to third parties only to the extent required by law.
RIGHTS OF AUDIT. 6.1 At the Customer's reasonable request and subject to the Customer entering into adequate confidentiality agreements (as required by Sage), Sage shall:
6.1.1 make available to the Customer such information as may reasonably be necessary to demonstrate compliance with its obligations under this Exhibit, including copies of any audit reports demonstrating compliance with paragraph 3.1.2; and
6.1.2 subject to the restrictions in paragraph 6.2 below, allow the Customer (or an independent, third-party professional auditor engaged by it) to conduct an audit, including inspection, of Sage’s processing of Personal Data pursuant to this Agreement.
6.2 When exercising its rights under paragraph 6.1.2 above, the Customer shall:
6.2.1 promptly provide Sage with information regarding any non-compliance discovered during the course of an audit;
6.2.2 conduct such audits during reasonable times and for a reasonable duration, which shall not unreasonably interfere with Sage’s day-to-day operations; and
6.2.3 if an audit requires the equivalent of more than one business day of time expended by one or more of Sage employees (or other personnel), the Customer agrees to reimburse Sage for any additional time expended at Sage’s then current professional services rates.
6.3 In relation to any sub-contractors that are engaged pursuant to paragraph 4, the Customer acknowledges and agrees that it is sufficient, for the purposes of satisfying the requirements of paragraph 4.4, that Sage has a right to audit those sub-contractors on behalf of the Customer, subject to reasonable restrictions.
RIGHTS OF AUDIT. 6.1. At your reasonable request and subject to you entering into an appropriate confidentiality agreement, we shall:
6.1.1. make available to you such information as may reasonably be necessary to demonstrate compliance with the obligations for processor agreements laid down in Data Protection Laws; and
6.1.2. subject to the restrictions in paragraph 6.3 below, allow you (or an independent, third-party professional auditor mandated by you) to conduct an audit, including inspection, of our processing of Relevant Data pursuant to the Agreement, and contribute to that audit except that you agree that nothing in this paragraph 6.1 shall require us to act in breach of an obligation of confidentiality owed to a third party.
6.2. With respect to paragraph 6.1, we shall immediately inform you in writing, but without any obligation to give legal advice if, in our opinion, to follow an instruction given by you would give rise to a breach of applicable Data Protection Laws.
6.3. When exercising your rights under paragraph 6.1.2 above, you shall:
6.3.1. promptly provide us with information regarding any non-compliance discovered during the course of an audit;
6.3.2. use reasonable endeavours to conduct such audits during reasonable times and for a reasonable duration, which shall not unreasonably interfere with our day-to-day operations; and
6.3.3. not exercise your audit rights more than once in any twelve (12) month period except: (i) if and when required by instruction of a supervisory authority or by order of a court; or (ii) where the parties reasonably believe a further audit is necessary due to a Security Incident.
6.4. In relation to any Sub-processors that are engaged pursuant to paragraph 4, you acknowledge and agree that it is sufficient, for the purposes of satisfying the requirements of paragraph 6.1, that we shall have a right to audit those Sub-processors on your behalf, subject to reasonable restrictions.
RIGHTS OF AUDIT. 10.1 The Customer shall throughout the Term keep complete true and accurate books of accounts and records of all usage records of IPR licensed under and royalty matters relevant to this Agreement. With the Customer’s consent, THUK shall endeavour to carry out an audit on these records remotely from THUK premises. In the event that this remote audit is not satisfactory, at the request of THUK the Customer shall on not less than seven (7) days’ notice permit an independent firm of chartered accountants (or any other independent person appointed by THUK) at any reasonable time during normal business hours (at THUK's expense) to inspect and take copies (and hereby permits such person to enter any building for such purpose) of all books, records, computer systems and accounts for the purpose of verifying its compliance with the terms of this Agreement. Any such person shall first enter into a reasonable confidentiality agreement with the Customer it being agreed that for the avoidance of doubt the auditors can disclose to THUK such information as is appropriate to enable THUK to have a full understanding of the report being provided by the auditor to it.
RIGHTS OF AUDIT. 14.1 We or Our auditor shall have the right to visit Your premises in order to inspect the supply of the Deliverables and records related to them at any time upon reasonable notice and any reasonable number of times throughout the duration of this Agreement. You shall not obstruct such inspections and shall provide all reasonable assistance with such inspections.
14.2 If, as a result of the inspection, We are not satisfied that the quality of the business processes You are applying to provide the Services, or the quality of the Goods or the standards of their manufacture, process, handling or storage comply with this Agreement and We inform You of this within 10 Business Days of Our inspection/ testing, You will within a further 10 Business Days take such steps as are reasonably necessary to ensure compliance. If, after that, We are still not satisfied, We will have the right to terminate this Agreement without penalty, liability or notice.
14.3 You shall keep records adequate for the purpose of sub-clause 14.1 for at least two Years after completion of Performance. Without limitation, these records must:
14.3.1 provide full traceability for all items comprised in, or used in making, any goods which are in any respect safety-critical; and
14.3.2 demonstrate compliance with all applicable Regulatory Requirements and with all Performance requirements set out in this Agreement; and
14.3.3 demonstrate compliance with the data protection requirements in clause 18.
RIGHTS OF AUDIT. 16.1 The Participants and the Developer acknowledge and accept that NZTC is subject to stringent funding requirements and must ensure compliance with the UK Subsidy Control Framework. As a result, the Participants and the Developer agree to give reasonable support and assistance (but not to provide any funding or incur any cost) when requested by the NZTC to comply with the UK Subsidy Control Framework, other related funding requirements (including arrangements with Aberdeenshire Council), or any enquiry or investigation by the UK Competition and Markets Authority, the Scottish Government, or UK Government which the NZTC is obliged to comply with.
16.2 During the Term and for a period ending two (2) years thereafter, NZTC or its duly authorised representative shall have the right to audit at all reasonable times and, upon request, take copies of all of the Participants’ or Developer’s records, books, personnel records, accounts, correspondence, memoranda, receipts, vouchers and other papers of every kind relating to the Funding and any provision of the Agreement under which the Participants’ or Developer have obligations the performance of which are capable of being verified by audit.
16.3 If the Participant or the Developer (as applicable) determines in its sole discretion that any documentation is confidential or proprietary including for commercial reasons, competition law or any other reason it will instruct its statutory auditors to confirm those details and facts that are reasonably required by the NZTC to the extent possible without such documentation being disclosed to the NZTC.
16.4 The Participants and the Developer shall cooperate fully with NZTC and/or its representatives in carrying out any audit required by the NZTC which shall include providing the NZTC with reasonable assistance in auditing expenditures by third parties.
16.5 The NZTC will carry out any audit in a manner which will keep to a reasonable minimum any inconvenience to the Participants or Developer (as applicable). Such audits will take place at the election of NZTC.
16.6 On an annual basis for a period of three (3) years from Completion, the Developer shall be required to report to NZTC (in a format to be approved by NZTC) on the overall performance and outcomes of the Developer gaining Funding from the NZTC.
RIGHTS OF AUDIT. 8.1 During the term of the SPARK Subscription Agreement and for 12 (twelve) months thereafter, the Subscriber shall grant, and shall procure that its Authorised Users shall grant, INTERFAX and/or any independent auditors or other professional advisors appointed by INTERFAX on reasonable written notice during normal working hours access to any of the Subscriber’s (or, as the case may be, Authorised User’s) premises, personnel, systems, information and records as may reasonably be required to enable INTERFAX to:
8.1.1 comply with and fulfil any lawful request by any regulatory body and data subject;
8.1.2 verify that the obligations of the Subscriber are being performed in accordance with the Agreement; and
8.1.3 verify that the Subscriber is protecting the integrity, confidentiality and security of SPARK, the Site and the Content (which for the avoidance of doubt includes SPARK Personal Data).
8.2 In carrying out any such audit, INTERFAX and/or INTERFAX’s appointed independent auditors or professional advisors shall:
8.2.1 observe the Subscriber’s proper procedures and requirements (including those relating to health and safety and the protection of confidential information); and
8.2.2 use its reasonable endeavours to minimise disruption to the Subscriber.
8.3 Subscriber shall provide, and shall procure that any relevant Authorised User shall provide, INTERFAX and/or its independent auditors or professional advisors with all reasonable co-operation, access and assistance in relation to each audit.
8.4 If an audit demonstrates that the Subscriber and/or any of its Authorised Users is failing to comply with obligations under the Agreement then, without prejudice to any other rights and remedies of INTERFAX, Subscriber shall, and/or shall procure that the relevant Authorised User(s) shall, take all necessary steps to comply with, or procure compliance with, such obligations.
8.5 Each party shall bear its own costs and expenses incurred in respect of compliance with its obligations under this Clause, unless an audit identifies a material default by the Subscriber and/or any of its Authorised Users, in which case the Subscriber shall reimburse INTERFAX for its reasonable costs.
RIGHTS OF AUDIT. Apleona or its representatives shall have the right, at any reasonable time, to audit and take copies of or extracts from all Supplier's books, accounts, records and original documents, including computer data, which are, in Apleona reasonable opinion, relevant to this Contract. Supplier shall preserve such documents for three years after the termination of this Contract.
RIGHTS OF AUDIT. At all times during the Initial Term and for six (6) months following the termination of this Agreement, each party, shall have the right, at its own expense and upon prior written request to the other party, to review and audit the books and records of such party relating to Net Sales Revenue, Reimbursable Station Expenses and Station Broadcast Cash Flow. Any such review must take place during normal business hours Monday through Friday.
