CONFIDENTIAL — INTERNAL MEMORANDUM
CALDERWOOD & HARKNESS LLP One Moorgate Square, London EC2R 6AN, United Kingdom Tel: +44 (0)20 7946 0100
CONFLICT CLEARANCE MEMORANDUM
Proposed Engagement Team:
1. Purpose
This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Northgate Telecommunications PLC ("NTP" or the "Client") for a comprehensive General Data Protection Regulation ("GDPR") compliance program build covering its United Kingdom and European Union operations. The proposed engagement encompasses an end-to-end review and restructuring of NTP's data protection framework, including the preparation and negotiation of data processing agreements, data transfer mechanisms, records of processing activities, data protection impact assessments, and related regulatory submissions across all UK and EU jurisdictions in which NTP and its group companies operate.
The conflict check was initiated on 8 February 2023 upon receipt of the preliminary engagement instruction from Fiona Gallagher, General Counsel and Company Secretary of NTP, and was completed on 10 February 2023. The check was completed in advance of the anticipated engagement letter execution date of 13 February 2023, so as to ensure that no impediment to the commencement of the engagement exists at the time of execution. The engagement reference number assigned to this matter is SC/NTP/2023-0213/PDS.
This conflict check was conducted in accordance with Calderwood & Harkness LLP's internal conflict clearance procedures, as set out in Section 7 of the Firm's Practice Management Manual (revised January 2023), and in compliance with the applicable requirements of the Solicitors Regulation Authority ("SRA"), including in particular the SRA Code of Conduct for Solicitors, RELs and RFLs (paragraphs 6.1 through 6.5), the SRA Code of Conduct for Firms (paragraphs 6.1 through 6.5), and the SRA Principles (Principles 2 and 7). The check was also conducted with regard to the guidance issued by the Law Society of England and Wales on conflicts of interest (Practice Note, updated October 2022).
2. Proposed Client and Affiliated Entities Searched
2.1 Principal Client
The following details identify the proposed principal client for the engagement:
Northgate Telecommunications PLC
NTP is listed on the Main Market of the London Stock Exchange (ticker: NTP.L) and is a constituent of the FTSE 250 Index. Its core business comprises the provision of fixed-line and mobile telecommunications infrastructure services to enterprise customers, as well as the development and marketing of a cloud-based enterprise software-as-a-service platform marketed under the brand name "NorthCloud." The NorthCloud platform processes significant volumes of personal data relating to NTP's enterprise customers' end users, employees, and business contacts, which is central to the data protection compliance considerations underlying the proposed engagement.
2.2 Subsidiaries and Affiliates
The conflict check encompassed the following subsidiaries and affiliates of NTP that are within the scope of the proposed GDPR compliance program build. Each entity was individually searched against the Firm's conflicts database and matter management systems:
Northgate Ireland Ltd
Northgate Ireland Ltd serves as the NTP group's primary EU establishment for the purposes of GDPR Article 4(16) and is the entity through which the majority of EU data processing operations are coordinated. It is expected to be the principal point of contact with the Irish Data Protection Commission in connection with any cross-border data protection matters.
Northgate GmbH
Northgate B.V.
Northgate France SAS
Northgate Iberia S.L.
All five subsidiaries are wholly-owned, directly or indirectly, by NTP. The proposed engagement contemplates that the GDPR compliance program build will apply across the entire NTP group, including all subsidiaries listed above. Accordingly, each subsidiary has been treated as a connected entity for the purposes of this conflict check.
2.3 Key Individuals Searched
In addition to the corporate entities identified above, the following individuals were searched against the Firm's conflicts database. These individuals are senior officers, directors, or key personnel of NTP and its subsidiaries who are expected to be directly involved in or relevant to the proposed engagement:
1. Damian Whitford — Chief Executive Officer, Northgate Telecommunications PLC
2. Fiona Gallagher — General Counsel and Company Secretary, Northgate Telecommunications PLC
3. Thomas Okoye — Chief Information Security Officer, Northgate Telecommunications PLC
4. Sanjay Mehta — Data Protection Officer, Northgate Telecommunications PLC
5. Laura Dearden — Vice President, Product and Engineering — NorthCloud, Northgate Telecommunications PLC
6. Marcus Engström — Head of EU Operations, Northgate Ireland Ltd
7. Philippa Crane — Head of People and Human Resources, Northgate Telecommunications PLC
These individuals were identified by the prospective client's General Counsel as the primary stakeholders with whom the Calderwood & Harkness engagement team will interact during the course of the engagement. Each individual was searched by full name, and in the case of Fiona Gallagher, a cross-reference was performed against her former firm, Pemberton Hale LLP, to identify any potential personal conflict arising from prior professional relationships.
3. Adverse and Interested Parties Searched
3.1 Known Counterparties and Third-Party Processors
The proposed engagement involves a GDPR compliance program build and not adversarial litigation. Consequently, there are no "opposing parties" in the traditional sense. However, certain third parties have been identified as counterparties in anticipated data processing and data transfer negotiations that will form a significant component of the engagement workstream. These entities were searched to confirm that Calderwood & Harkness LLP does not represent them in any current or recent matter that would create a conflict of interest or a substantial risk of a conflict of interest, and to ensure that the Firm's ability to act for NTP in negotiating commercial agreements and regulatory instruments with these counterparties is not impaired.
The following entities were searched:
Caldwell Analytics Inc.
Caldwell Analytics Inc. provides NTP with artificial intelligence and machine learning-based network analytics services that involve the processing of personal data, including network traffic metadata and subscriber information, on NTP's behalf. The proposed engagement will require the review and renegotiation of the data processing addendum to the Caldwell Master Services Agreement, and the preparation of Standard Contractual Clauses ("SCCs") pursuant to the European Commission's implementing decision 2021/914 for the transfer of personal data from the UK and EU to Caldwell's servers in the United States. Given the nature of these negotiations, it is essential that the Firm does not currently represent Caldwell or have any duty of loyalty to Caldwell that would impair the Firm's ability to advocate for NTP's interests in these discussions.
Pinnacle Cloud Services Ltd
Pinnacle Cloud Services Ltd provides NTP with cloud infrastructure and managed hosting services for the NorthCloud platform. The following affiliates of Pinnacle Cloud Services Ltd operate as sub-processors under the existing data processing agreement between NTP and Pinnacle, and were therefore included in the conflict search:
Pinnacle India Pvt Ltd
Pinnacle APAC Pte Ltd
The proposed engagement will require the negotiation of an amended Data Processing Agreement with Pinnacle Cloud Services Ltd to bring the existing arrangements into full compliance with UK GDPR and EU GDPR requirements, including the implementation of updated transfer impact assessments and supplementary measures in respect of data transfers to Pinnacle India Pvt Ltd and Pinnacle APAC Pte Ltd.
Sunderland-Hayes Payroll Services Inc.
Sunderland-Hayes processes HR and payroll personal data on behalf of NTP for approximately 230 expatriate employees deployed across the UK, EU, and the United States. The proposed engagement will involve reviewing the data processing arrangements between NTP and Sunderland-Hayes, including the adequacy of the international data transfer mechanism.
Moritaka Systems K.K.
Moritaka Systems K.K. provides NTP with Internet of Things analytics services, processing sensor and device-level data that may include personal data. The engagement team will review the adequacy of the data transfer mechanism applicable to transfers to Japan, including with respect to the European Commission's adequacy decision for Japan and any supplementary contractual measures.
3.2 Known Opposing / Counterparty Counsel
The following law firm has been identified as outside counsel to a counterparty (Caldwell Analytics Inc.) and was searched accordingly:
Hargrove Lister & Webb LLP
Hargrove Lister & Webb LLP acts as primary outside counsel to Caldwell Analytics Inc. on data privacy, cybersecurity, and technology transactional matters. Calderwood & Harkness may be required to negotiate data transfer agreements, SCCs, and the amended data processing addendum directly with Natalie Prescott and her team at Hargrove Lister & Webb on behalf of NTP. While Hargrove Lister & Webb is not itself a party to the proposed engagement, it was included in the conflict search to confirm that the Firm does not have any existing client relationship with Hargrove Lister & Webb that would create an obligation of loyalty or confidentiality that could impair the Firm's ability to negotiate on behalf of NTP.
3.3 Other Third Parties
The following entities were also included in the conflict search, as they are expected to interact with the Calderwood & Harkness engagement team during the course of the proposed engagement:
Ashdown Consulting Group Ltd
Ashdown Consulting Group Ltd has been retained by NTP to provide privacy engineering and data mapping services in parallel with the legal compliance workstream to be undertaken by Calderwood & Harkness. The Ashdown team will work alongside the Calderwood & Harkness engagement team, with Ashdown responsible for the technical implementation of data flow mapping, data inventory compilation, and the deployment of privacy-enhancing technologies, while Calderwood & Harkness will provide the legal analysis, regulatory guidance, and contractual documentation. Given this collaborative working arrangement, it was considered prudent to include Ashdown in the conflict search to confirm the absence of any impediment to a productive working relationship.
Whitmore Kendall LLP
Whitmore Kendall LLP serves as the statutory auditors of Northgate Telecommunications PLC and has been consulted by NTP's Audit and Risk Committee in connection with the reporting framework for data protection compliance. Coordination between the Calderwood & Harkness engagement team and the Whitmore Kendall audit team is anticipated, particularly in relation to the design of internal controls and the integration of data protection compliance metrics into NTP's existing enterprise risk management and internal audit framework.
4. Search Methodology
The conflict check was conducted using the following databases, sources, and procedures:
1. Calderwood & Harkness LLP Internal Matter Management and Conflicts Database ("SC Conflicts"). The SC Conflicts database is the Firm's central repository of all current and historical client and matter information. Searches were conducted by entity name (full legal name and all known trading names and abbreviations), company registration number (where applicable), and the full names of all key individuals identified in Section 2.3 above. The following search terms were employed:
• "Northgate Telecommunications" and "Northgate Telecommunications PLC"
• "Northgate" (broad search, filtered by jurisdiction and entity type)
• "NTP" (filtered to exclude false positives)
• "NorthCloud"
• Company Number 04837291
• "Northgate Ireland" and CRO Number 587214
• "Northgate GmbH" and HRB 214503 B
• "Northgate B.V." and KvK Number 72841936
• "Northgate France" and SIREN 891 247 503
• "Northgate Iberia" and CIF B-91847263
• "Caldwell Analytics" and "Caldwell"
• "Pinnacle Cloud Services" and "Pinnacle" and "PCS"
• Company Number 09142837
• "Pinnacle India" and CIN U72200HR2016PTC065412
• "Pinnacle APAC" and UEN 201824567K
• "Sunderland-Hayes" and "Sunderland Hayes"
• "Moritaka Systems" and "Moritaka"
• "Hargrove Lister" and "HLW"
• "Ashdown Consulting" and Company Number 11293847
• "Whitmore Kendall"
• Individual name searches for all persons listed in Sections 2.3, 3.1, 3.2, and 3.3
2. Current and Closed Matter Files. In accordance with the Firm's conflict clearance policy, the search encompassed all current open matters and all closed matter files for the preceding six (6) years — that is, from 10 February 2017 to the date of the search. This six-year lookback period is consistent with the Firm's retention policy and with the SRA's guidance on the duration of duties owed to former clients.
3. Lateral Hire Disclosure Records. The lateral hire disclosure records of all members of the proposed engagement team were reviewed:
• Kevin Ostrowski — Joined Calderwood & Harkness LLP in September 2019 from Clarendon Rowe & Fitch LLP, where he was a Senior Associate and subsequently Counsel in the Technology and Data Privacy practice. His lateral hire disclosure file was reviewed to confirm that he did not act for or against NTP or any of the searched entities during his tenure at Clarendon Rowe & Fitch LLP.
• Rachel Bernstein — Dual-qualified, admitted in England and Wales and in the State of New York. Joined Calderwood & Harkness LLP in June 2018 from a secondment with a major telecommunications operator (not NTP). Her lateral hire disclosure file was reviewed for potential conflicts arising from either her England and Wales or New York practice history.
• Sara Hendricks — Joined Calderwood & Harkness LLP as a trainee solicitor and has been with the Firm throughout her career. No lateral hire disclosure file; confirmed through internal records.
• Priscilla Wynn — Joined Calderwood & Harkness LLP in January 2022 from the Government Legal Department (GLD), where she served as a Legal Adviser in the Digital, Data and Technology team. Her lateral hire disclosure file was reviewed to confirm no prior involvement with NTP or the searched entities.
4. SRA Register Cross-Check. A cross-check was performed against the SRA register to identify any regulatory matters, conditions, or undertakings affecting any member of the proposed engagement team that could be relevant to the proposed engagement.
5. Scope of Search. The searches covered all practice groups within Calderwood & Harkness LLP, including but not limited to Privacy and Data Security, Corporate and M&A, Commercial Disputes, Regulatory and Investigations, Employment, intellectual Property and Technology, and Tax. The search was not limited to the Privacy and Data Security practice group alone, to ensure comprehensive coverage across all areas of the Firm's practice.
6. Alternative Name and Trade Name Searches. As noted above, alternative name and trade name searches were performed to capture any potential matches that might not be identified through a search of the formal legal entity names alone. These included the abbreviations "NTP," "NorthCloud," "Caldwell," "Pinnacle," and "PCS," as well as common misspellings and variant formulations of each entity name.
All searches were conducted by the Conflicts and New Business team under the supervision of the undersigned Responsible Partner. Search results were compiled, reviewed, and analysed on 9 and 10 February 2023.
5. Results of Conflict Search
5.1 Client and Affiliates — NTP Group
The conflict search confirmed that no current or prior client relationship exists between Calderwood & Harkness LLP and Northgate Telecommunications PLC or any of its subsidiaries, including Northgate Ireland Ltd, Northgate GmbH, Northgate B.V., Northgate France SAS, and Northgate Iberia S.L. None of these entities has been a client of the Firm, nor has the Firm acted adversely to any of these entities, at any time during the six-year lookback period or, to the Firm's knowledge, at any point in the Firm's history.
No member of the proposed engagement team has previously acted for or against any NTP group entity in any professional capacity, whether at Calderwood & Harkness LLP or at any prior firm or organisation.
With respect to lateral hire disclosure records, Kevin Ostrowski's former firm, Clarendon Rowe & Fitch LLP, was specifically checked and no relationship between Clarendon Rowe & Fitch and any NTP group entity was identified during his tenure at that firm (2013 to 2019). Mr. Ostrowski has confirmed that he had no personal involvement with NTP or any of the searched entities during his time at Clarendon Rowe & Fitch, and his lateral hire disclosure file is consistent with this confirmation.
With respect to key individuals, the search confirmed that Fiona Gallagher, NTP's General Counsel, was formerly a solicitor at Pemberton Hale LLP prior to moving in-house. Pemberton Hale LLP was not, and is not, a client of Calderwood & Harkness LLP, and no personal conflict arises from Ms. Gallagher's former professional association with that firm. No other key individual identified in Section 2.3 above was found to have any connection to Calderwood & Harkness LLP or any member of the proposed engagement team.
Result: No conflict identified.
5.2 Counterparties — Caldwell Analytics Inc.
The conflict search confirmed that Calderwood & Harkness LLP does not currently represent and has not previously represented Caldwell Analytics Inc. or any of its affiliates in any matter, whether in the United Kingdom, the United States, or any other jurisdiction. Caldwell Analytics Inc. does not appear in the Firm's matter management or conflicts database as a client, former client, or prospective client.
The proposed engagement will involve the negotiation of Standard Contractual Clauses and revised data processing terms with Caldwell Analytics Inc. and its outside counsel, Hargrove Lister & Webb LLP. The Firm has confirmed that no conflict arises from these anticipated negotiations, as the Firm owes no duty of loyalty or confidentiality to Caldwell Analytics Inc. and has no prior or existing relationship with Caldwell that would create a duty to avoid acting adversely to Caldwell's interests.
Jennifer Huang and Derek Rawlings, the key contacts at Caldwell identified by NTP, do not appear in the Firm's conflicts database.
Result: No conflict identified.
5.3 Counterparties — Pinnacle Cloud Services Ltd and Affiliates
The conflict search confirmed that Calderwood & Harkness LLP does not currently represent and has not previously represented Pinnacle Cloud Services Ltd (Company Number 09142837), Pinnacle India Pvt Ltd, or Pinnacle APAC Pte Ltd in any matter. None of these entities appears in the Firm's matter management or conflicts database as a client, former client, or prospective client.
The proposed engagement will involve the negotiation of an amended Data Processing Agreement with Pinnacle Cloud Services Ltd, as well as the review of sub-processing arrangements involving Pinnacle India Pvt Ltd and Pinnacle APAC Pte Ltd. The Firm has confirmed that no conflict arises from these anticipated negotiations, as the Firm owes no duty of loyalty or confidentiality to any Pinnacle group entity.
Graham Alderton, the key contact at Pinnacle, does not appear in the Firm's conflicts database.
Result: No conflict identified.
5.4 Other Third Parties
The conflict search confirmed the following with respect to the remaining third parties searched:
• Hargrove Lister & Webb LLP: Calderwood & Harkness LLP does not currently represent and has not previously represented Hargrove Lister & Webb LLP. Hargrove Lister & Webb does not appear in the Firm's conflicts database as a client or former client. The Firm has encountered Hargrove Lister & Webb as opposing counsel on unrelated matters, but this is a routine occurrence in transactional and regulatory practice and does not give rise to any conflict. No conflict identified.
• Ashdown Consulting Group Ltd: Calderwood & Harkness LLP does not currently represent and has not previously represented Ashdown Consulting Group Ltd. Ashdown does not appear in the Firm's conflicts database as a client or former client. Robert Fairclough and Anita Chakravarti do not appear in the Firm's conflicts database. No conflict identified.
• Whitmore Kendall LLP: Calderwood & Harkness LLP does not currently represent and has not previously represented Whitmore Kendall LLP as a client. The Firm's search did identify that Calderwood & Harkness has acted alongside Whitmore Kendall LLP (in its capacity as statutory auditors) on unrelated matters for other clients of the Firm, including in the context of regulatory investigations and corporate transactions where coordination between legal counsel and auditors was required. However, this prior collaborative relationship does not give rise to a conflict of interest. The relationship between legal counsel and auditors in such contexts is collaborative and complementary, not adversarial, and the matters on which coordination occurred are wholly unrelated to NTP, the telecommunications industry, or data protection compliance. No conflict identified.
• Sunderland-Hayes Payroll Services Inc.: Calderwood & Harkness LLP does not currently represent and has not previously represented Sunderland-Hayes Payroll Services Inc. in any matter. No conflict identified.
• Moritaka Systems K.K.: Calderwood & Harkness LLP does not currently represent and has not previously represented Moritaka Systems K.K. in any matter. No conflict identified.
Result: No conflicts identified with respect to any of the third parties listed above.
5.5 Regulatory Bodies
The proposed engagement involves interaction with the following regulatory bodies:
• The UK Information Commissioner's Office ("ICO"): The ICO is the independent supervisory authority for data protection in the United Kingdom. The engagement team may be required to liaise with the ICO in connection with NTP's ongoing compliance programme and in respect of any regulatory correspondence arising from the compliance build.
• The Irish Data Protection Commission ("DPC"): The DPC is the supervisory authority for data protection in Ireland and serves as the lead supervisory authority for NTP's cross-border EU processing activities by virtue of the establishment of Northgate Ireland Ltd in Dublin.
Both the ICO and the DPC are regulatory bodies exercising statutory functions. They are not clients, former clients, or counterparties of Calderwood & Harkness LLP in the traditional sense, and their involvement in the proposed engagement does not give rise to any conflict of interest.
For completeness, the following regulatory context is noted in connection with the proposed engagement:
• NTP was the subject of an ICO Enforcement Notice (reference ENF/2021/0934, dated 15 September 2021), which resulted in the imposition of a monetary penalty of £320,000 in connection with identified deficiencies in NTP's data breach notification procedures. NTP completed the remediation actions required by the Enforcement Notice in March 2022, and the matter is considered closed by the ICO. Calderwood & Harkness LLP was not involved in the original enforcement proceedings and owes no duty to the ICO or any other party arising from those proceedings.
• NTP is currently the subject of a DPC preliminary inquiry (reference IN-22-11-3, opened November 2022) concerning the adequacy of NTP's international data transfer mechanisms for transfers from the EU to third countries. The proposed engagement will, in part, address the compliance concerns underlying this inquiry. Calderwood & Harkness LLP has no involvement in the DPC inquiry to date and owes no duty to the DPC or any other party arising from the inquiry.
Neither the ICO Enforcement Notice nor the DPC preliminary inquiry creates any conflict of interest for Calderwood & Harkness LLP in connection with the proposed engagement.
Result: No conflicts identified.
6. Engagement Team Personal Conflicts Check
In accordance with Section 7.4 of the Firm's Practice Management Manual, each member of the proposed engagement team was individually consulted and asked to confirm whether they have any personal conflict of interest — including any personal, financial, familial, or prior professional relationship — with NTP, any NTP group entity, any officer or key individual of NTP, or any counterparty or third party identified in this memorandum. The results of these individual consultations are as follows:
Kevin Ostrowski, Responsible Partner
Mr. Ostrowski has confirmed that he has no personal, financial, familial, or prior professional relationship with Northgate Telecommunications PLC, any NTP group entity, any officer or employee of NTP, or any of the counterparties or third parties identified in this memorandum. He has confirmed that he did not act on any matters involving NTP or any of the searched entities during his tenure at Clarendon Rowe & Fitch LLP (2013–2019) or at any other time prior to joining Calderwood & Harkness LLP. He holds no financial interest in NTP or any of the searched entities. He has no personal or social relationship with any of the key individuals listed in Section 2.3 above or with any of the key contacts at the counterparty and third-party entities identified in Section 3.
Rachel Bernstein, Billing Partner
Ms. Bernstein has confirmed that she has no personal, financial, familial, or prior professional relationship with NTP, any NTP group entity, any officer or employee of NTP, or any of the counterparties or third parties identified in this memorandum. Ms. Bernstein is dual-qualified, holding practising certificates in both England and Wales and New York. She has confirmed that no conflicts arise from her US admission with respect to any US-incorporated entities searched, including Caldwell Analytics Inc. and Sunderland-Hayes Payroll Services Inc. She holds no financial interest in NTP or any of the searched entities.
Sara Hendricks, Lead Associate
Ms. Hendricks has confirmed that she has no personal, financial, familial, or prior professional relationship with NTP, any NTP group entity, any officer or employee of NTP, or any of the counterparties or third parties identified in this memorandum. No conflicts identified.
Priscilla Wynn, Working Associate
Ms. Wynn has confirmed that she has no personal, financial, familial, or prior professional relationship with NTP, any NTP group entity, any officer or employee of NTP, or any of the counterparties or third parties identified in this memorandum. Ms. Wynn was previously employed by the Government Legal Department (GLD), and she has confirmed that she had no involvement with NTP or any of the searched entities during her time at the GLD, and that no matters on which she worked at the GLD have any connection to the proposed engagement. No conflicts identified.
Result: No personal conflicts identified for any member of the proposed engagement team.
7. Conclusion and Clearance
On the basis of the comprehensive conflict search described in this memorandum, and having reviewed the results of all database searches, lateral hire disclosure records, and individual engagement team consultations, I confirm the following conclusions:
1. No conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from accepting the engagement of Northgate Telecommunications PLC for the proposed GDPR compliance program build (engagement reference SC/NTP/2023-0213/PDS).
2. Calderwood & Harkness LLP does not represent and has not previously represented Caldwell Analytics Inc., Pinnacle Cloud Services Ltd, or any of their respective affiliates, in any matter. Acting for NTP in negotiating data processing agreements, data transfer mechanisms, and related contractual instruments with these entities does not give rise to any conflict of interest, as the Firm owes no duty of loyalty or confidentiality to any of these counterparties.
3. No conflict or impediment arises from the Firm's anticipated interaction with Hargrove Lister & Webb LLP (as counsel to Caldwell Analytics Inc.), Ashdown Consulting Group Ltd (as co-engaged privacy engineering consultancy), or Whitmore Kendall LLP (as statutory auditors of NTP). The Firm's prior collaborative interactions with Whitmore Kendall LLP on unrelated matters for other clients are not adversarial in nature and do not give rise to any duty that would conflict with the proposed engagement.
4. No personal conflicts of interest have been identified for any member of the proposed engagement team.
5. The matter is cleared for opening, and the engagement letter may proceed to execution. The anticipated execution date is 13 February 2023.
6. Ongoing obligation. If the scope of the engagement expands beyond the currently contemplated GDPR compliance program build to include adversarial proceedings against any of the searched parties — including but not limited to data protection enforcement proceedings, commercial disputes, or litigation arising from breaches of data processing agreements — a supplemental conflict check must be conducted in accordance with Section 7.6 of the Firm's Practice Management Manual prior to the Firm undertaking any such expanded scope of work. Similarly, if additional counterparties or third-party processors not identified in this memorandum become relevant to the engagement, supplemental searches should be performed.
8. Approval
This Conflict Clearance Memorandum has been reviewed and approved by the undersigned Responsible Partner.
Cleared by: Kevin Ostrowski, Responsible Partner, Privacy & Data Security
Date: 10 February 2023
CALDERWOOD & HARKNESS LLP
By: ________
Name: Kevin Ostrowski
Title: Responsible Partner, Privacy & Data Security
Date: 10 February 2023
Copy to:
Rachel Bernstein, Billing Partner — Privacy & Data Security Firm Conflicts Committee — for file (ref: CC/2023-0213)
This memorandum is a confidential internal document of Calderwood & Harkness LLP prepared solely for the purpose of documenting the conflict clearance process in connection with the proposed engagement of Northgate Telecommunications PLC. It is not intended for distribution to the prospective client or any third party. This memorandum is subject to legal professional privilege and the Firm's internal information barriers policy.
| Date: | 10 February 2023 |
| To: | New Matter File — SC/NTP/2023-0213/PDS |
| From: | Kevin Ostrowski, Responsible Partner, Privacy & Data Security |
| Re: | Conflict Check — Proposed Engagement of Northgate Telecommunications PLC (GDPR Compliance Program Build) |
| Status: | CLEARED — No Conflicts Identified |
| Role | Name |
| Responsible Partner | Kevin Ostrowski |
| Billing Partner | Rachel Bernstein |
| Lead Associate | Sara Hendricks |
| Working Associate | Priscilla Wynn |
| Field | Detail |
| Entity Type | Public limited company incorporated in England and Wales |
| Company Number | 04837291 |
| Registered Office | 140 Queensway Place, Reading, Berkshire RG1 4QT, United Kingdom |
| Principal Office | Northgate Tower, 88 Canary Wharf Boulevard, London E14 5HN, United Kingdom |
| ICO Registration Number | ZA482917 |
| Industry | Telecommunications infrastructure and enterprise SaaS solutions |
| Revenue (FY 2022) | £2.47 billion |
| Employees | Approximately 11,400 globally; approximately 8,200 in UK and EU |
| Field | Detail |
| Entity Type | Private limited company (Ireland) |
| CRO Number | 587214 |
| Registered Office | Unit 12, Grand Canal Dock Business Centre, Barrow Street, Dublin 2, D02 KV92, Ireland |
| Role | EU operational headquarters for the NTP group |
| Staff | Approximately 340 |
| Field | Detail |
| Entity Type | Gesellschaft mit beschränkter Haftung (Germany) |
| Registration | HRB 214503 B (Amtsgericht Charlottenburg) |
| Registered Office | Friedrichstraße 91, 10117 Berlin, Germany |
| Staff | Approximately 185 |
| Field | Detail |
| Entity Type | Besloten Vennootschap (Netherlands) |
| KvK Number | 72841936 |
| Registered Office | Herikerbergweg 44, 1101 CM Amsterdam, Netherlands |
| Staff | Approximately 120 |
| Field | Detail |
| Entity Type | Société par Actions Simplifiée (France) |
| SIREN | 891 247 503 |
| Registered Office | 27 Rue de Berri, 75008 Paris, France |
| Staff | Approximately 95 |
| Field | Detail |
| Entity Type | Sociedad Limitada (Spain) |
| CIF | B-91847263 |
| Registered Office | Calle de Serrano 41, 28001 Madrid, Spain |
| Staff | Approximately 70 |
| Field | Detail |
| Entity Type | C-Corporation (Delaware, USA) |
| Principal Office | 2700 Technology Drive, Suite 400, San Jose, CA 95134, USA |
| Registered Agent | 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, USA |
| Relationship to NTP | AI-driven network analytics provider; data processor to NTP under a Master Services Agreement dated 1 June 2021 |
| Revenue (FY 2022) | $312 million |
| Key Contacts | Jennifer Huang (VP, Legal and Privacy); Derek Rawlings (CTO) |
| Field | Detail |
| Entity Type | Private limited company (England and Wales) |
| Company Number | 09142837 |
| Registered Office | Apex House, 24 Victoria Embankment, London EC4Y 0DZ, United Kingdom |
| Relationship to NTP | Cloud infrastructure and hosting provider; data processor to NTP |
| Key Contact | Graham Alderton (Head of Legal, Cloud Services Division) |
| Field | Detail |
| Entity Type | Private limited company (India) |
| CIN | U72200HR2016PTC065412 |
| Registered Office | Tower B, Level 14, Cyber City, Gurugram 122002, Haryana, India |
| Relationship to NTP | Sub-processor of Pinnacle Cloud Services Ltd |
| Field | Detail |
| Entity Type | Private limited company (Singapore) |
| UEN | 201824567K |
| Registered Office | 8 Marina View, #32-01 Asia Square Tower 1, Singapore 018960 |
| Relationship to NTP | Sub-processor of Pinnacle Cloud Services Ltd |
| Field | Detail |
| Entity Type | Corporation (Delaware, USA) |
| Principal Office | 1400 Broadway, Suite 2200, New York, NY 10018, USA |
| Relationship to NTP | Cross-border payroll administrator for NTP expatriate employees |
| Field | Detail |
| Entity Type | Kabushiki Kaisha (Japan) |
| Principal Office | Shibuya Cross Tower 15F, 2-15-1 Shibuya, Shibuya-ku, Tokyo 150-0002, Japan |
| Relationship to NTP | IoT analytics partner |
| Field | Detail |
| Entity Type | Limited Liability Partnership (California, USA) |
| Principal Office | 555 Mission Street, Suite 3100, San Francisco, CA 94105, USA |
| London Office | 30 Fenchurch Street, London EC3M 3BD, United Kingdom |
| Relationship | Outside counsel for Caldwell Analytics Inc. |
| Key Contact | Natalie Prescott (Partner, Data Privacy and Cybersecurity) |
| Field | Detail |
| Entity Type | Private limited company (England and Wales) |
| Company Number | 11293847 |
| Registered Office | 15 Bedford Row, London WC1R 4BU, United Kingdom |
| Relationship to NTP | Privacy engineering and data mapping consultancy retained by NTP |
| Key Contacts | Robert Fairclough (Managing Director); Anita Chakravarti (Lead Privacy Engineer) |
| Field | Detail |
| Entity Type | Limited Liability Partnership (England and Wales) |
| Principal Office | 50 Broadwick Street, London W1F 7AQ, United Kingdom |
| Relationship to NTP | Statutory auditors of NTP |
| Key Contact | Eleanor Trask (Engagement Partner, Audit and Assurance) |