Terms and Conditions of Sale

BACKGROUND:

These Terms and Conditions of Sale (“T&C’s “) set out the terms under which Services are sold and provided by <<insert relevant info>> Limited, a company incorporated in England and Wales (company number [ ]) with registered offices at <<insert relevant info>>, United Kingdom (“us”, “our” or “we”) to business customers and Consumers (“you” or “your”) through Our Site. Please read the T&C’s carefully and ensure that you understand them before registering for an Account and/or ordering any Services from Our Site. You will be required to read and accept the T&C’s when opening an Account for ordering Services. If you do not agree to comply with and be bound by the T&C’s, you will not be able to order Services from us. The T&C’s as well as any and all parts of the Agreement are in the English language only.

  1. Definitions and Interpretation
    1. In the T&C’s, unless the context otherwise requires, the following expressions have the following meanings:

Account: means your registration of your business and/or personal details on Our Site with the intention of utilizing the Services and our provision of same;

Agreement: means the agreement between us and you for the supply of Services in accordance with the T&C’s which shall be deemed to commence on the date on which you create an Account on Our Site;

Applicable Laws: means the laws, regulations and statutes and the requirements of any government, regulatory authority or body of competent jurisdiction applicable to the Services or any party to this Agreement;

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

Consumer: means a customer that access our Services wholly or mainly for its personal use and not for use in connection with its trade, business, craft or profession;

Dashboard: means the customer portal which can be accessed via the Account on Our Site;

Distribution

Partners: means our chosen supplier(s) to handle and/or deliver Distribution Units;

Distribution Unit(s): means an item for posting as described on Our Site, which is electronically submitted to us by you in PDF format for posting;

DP Regulation: means all legislation in force in the United Kingdom from time to time relating to data protection and privacy including, but not limited to, the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019, and any successor legislation relating to data protection and privacy, and only if you are an EU or EEA resident and if applicable the General Data Protection Regulation (EU Regulation 2016/679);

Fees: means the charges payable by you for the supply of the Services in accordance with Clause 6;

File Enhancement: this includes but is not limited to, where required, correcting a postal address, altering the position of a postal address and adding barcodes to enable us to provide the Services;

IP: means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;;

Order: means your order for the Services and your instructions which you will specify at the time that you upload your documents to your Account via the Dashboard where applicable for us to provide the Services in accordance with this Agreement;

Our Site: means the website at <<insert relevant info>> and our corresponding app, if applicable;

Personal Data: means any information which falls within the definition of “personal data” under the DP Regulation;

Process(ing): as defined under the DP Regulation;

Schedule: means the particulars set out in Schedule 1 to the Agreement;

Services: means the printing and post handling services which we agree to provide to you in respect of each Order we accept. The Services may include all or part of the following: Checking addresses against Royal Mail’s Postcode Address File and amending them where necessary, File Enhancement to include barcoding your PDF files, printing your PDF files, and putting in envelopes for distribution by our Distribution Partner and such other services which may be agreed between the parties from time to time;

T&C’s: means these Terms and Conditions of Sale as amended from time to time; and

Third-Party

Materials: means any materials including IP which is owned or licensed by a third-party.

    1. Unless the context otherwise requires, each reference in the T&C’s to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time, and includes all subordinate legislation made under that statute or statutory provision;
      3. a Clause is a reference to a Clause of the T&C’s; and
      4. a “Party” or the “Parties” refer to the parties to the Agreement.
    2. The headings used in the T&C’s are for convenience only and shall have no effect upon the interpretation of the T&C’s.
    3. Words imparting the singular number shall include the plural and vice versa.
    4. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. Agreement and How Contracts Are Formed
    1. You shall be responsible for all use of and instructions given via the Account.
    2. The Agreement is made up of:
      1. The Order(s);
      2. The T&C’s;
      3. The T&C’s and Privacy Policies of our Distribution Partners including but not limited to Royal Mail’s General Terms and Conditions (available at <<insert relevant info>>); and
      4. our Privacy and Cookie Policy (available at <<insert relevant info>>)

which together regulate our duties to each other and makes up the full understanding between us for the Services we agree to provide to you under the Agreement.

    1. No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer to purchase Services in accordance with the T&C’s that we may, at our sole discretion, accept. The details of the Services to be provided will be set out in the Order.
    2. The T&C’s shall take precedence over any other terms and conditions incorporated by reference in the Agreement.

2.4 The T&C’s apply to the Agreement to the exclusion of any other terms and T&C’s that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any descriptions, explanations or illustrations contained on Our Site or in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.

3. Services

3.1 We endeavor to supply the Services to you using reasonable care and skill in accordance with the Agreement.

3.2 We will not provide the Services during the period from and including 25th December to 1st January.

3.3 We reserve the right to amend the Services including but not limited to if it is necessary to comply with Applicable Laws or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services.

3.4 We shall use reasonable endeavours to meet any performance dates and delivery times specified on our Site or agreed to in any Order, but any such dates and/or times shall be estimates only and time shall not be of the essence for performance of the Services.

3.5 You will be able to see whether a Distribution Unit has been accepted via the Dashboard. We reserve the right to reject or refuse to accept any Distribution Unit for whatever reason as laid out in Clause 5.

3.6 All Distribution Units are to be received by 12.00pm / 12:00 on a Business Day, if they are to be Processed for dispatch the same day.

3.7 We use Distribution Partners to deliver all Distribution Units. Our obligations to you shall be fulfilled and we shall cease to have liability to you in respect of the Distribution Units when we transfer your Distribution Units into the custody of our Distribution Partners.

3.8 We may change Distribution Partners from time to time. We will post a notification on Our Site if we decide to change Distribution Partners.

4. Your Contractual Obligations

4.1 You shall:

4.1.1 co-operate with us in all matters relating to the Services;

4.1.2 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.3 pay for the Services ordered at the time of ordering and/or make timely payment of all outstanding invoices before or on the due date;

4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.5 comply with the Applicable Laws;

4.1.6 ensure that correct and accurate addresses according to the Royal Mail Postcode Address File are supplied for the Distribution Units and our provision of the Services;

4.1.7 ensure that the terms of the Order and any information you provide are complete and accurate. Our process allows you to check and amend any errors before submitting your Order to us. You will not be able to recall Distribution Units after we start Processing your request;

4.1.8 agree to us carrying out File Enhancement as necessary in our provision of the Services.

4.2 Subject to Clause 20 if our performance of any of our obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Your Default”):

4.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations in each case to the extent that Your Default prevents or delays our performance of any of our obligations;

4.2.2 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default; and

4.2.3 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in this Clause 4.2.

5. Refusal of Distribution Units

5.1 You must comply with prohibitions, restrictions or specific requirements in the UK and will procure that your Distribution Units and any items you require us to process comply with Applicable Laws.

5.2 We reserve the right to reject any Distribution Unit that we reasonably consider may be in breach of Clause 5.1 which, for the avoidance of doubt, shall include:

5.2.1 pornographic images or messaging;

5.2.2 promotion of illegal activities;

5.2.3 some religious or political propaganda;

5.2.4 hate mail or items deemed to be sent because of hostility or prejudice based on a protected characteristic;

5.2.5 any other type of imagery or messaging that we deem to be offensive to groups or individuals; or

5.2.6 items containing material developed for the purpose of carrying out any fraudulent or criminal activity.

5.3 You will indemnify and keep us indemnified against any loss or damage suffered and/or costs and/or liability incurred (including any fines imposed upon us) as a result of you being in breach of this Clause 5.

5.4 Subject to Clause 20 You will indemnify us in respect of all costs, losses, expenses and liabilities which we suffer or incur and which arise as a result of or in connection with our performance of the Services under this Agreement (including, for the avoidance of doubt, as a result of any Distribution Unit, or the communication with any recipient of a Distribution Unit, not complying in all respects with Applicable Laws), save to the extent that such losses, costs, expenses or liabilities arise as a direct result of our breach of any provision of this Agreement.

6. Fees and payment

6.1 The Fees shall be our stated prices in force at the time that your Order is accepted as set out on Our Site and as amended by us from time to time. If we discover an error in the Fees, we will inform you as soon as possible and give you the option of confirming your Order at the correct price or cancelling it.

6.2 We reserve the right to increase the Fees from time to time and it is your responsibility to check the Fees that will apply to any Order that you place, and to ensure that (subject to Clause 6.3) you accept the then-current Fees when you place that Order.

6.3 Once you have placed an Order, the Fees in respect of the Distribution Units referred to in that Order will remain fixed, save that we reserve the right to increase the Fees in respect of any Order, after it has been placed, to reflect any price increases announced by the Royal Mail after your Order was placed and before it has been Processed.

6.5 You will pay us in respect of any Services which you order from us on or before the date on which you order the Services, and

6.5.1 we will only process your Order if you have made sufficient Payment in Advance to meet the Fees in full (and you hereby irrevocably and unconditionally authorise us to allocate any Payment in Advance against any order for Services which you have placed with us);

6.5.2 if your contract with us ends for any reason and any amount of any Payment in Advance has not been allocated against an order for Services which you have placed with us, we will make reasonable efforts to contact you in order to arrange for a refund of that unallocated amount. It remains your responsibility to ensure that we have your correct and up-to-date contact details at all times. If you provide us with your bank account details, we will arrange for any refunds to be transferred to you (save that, we will not be responsible for any associated bank charges);

6.6 Subject to Clause 20 where we are obliged to process a refund, we may apply an administrative charge. We will not arrange for a refund in accordance with Clause 6.5.2 above, if:

6.6.1 the amount of the unallocated Payment in Advance is equal to or less than the administrative charge; or

6.6.2 we have made reasonable efforts to pay you the money but have been unable to do so, and at least 12 months and have passed since we told you of the final amount that we owe you and have tried unsuccessfully to return to you.

6.7 You shall pay each invoice submitted by us under this Agreement:

6.7.1 if an earlier payment date is not specified then within 14 days of the date of the invoice by Direct Debit or in accordance with any credit terms agreed by us and confirmed in writing to you; and

6.7.2 in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence.

6.8 All amounts payable by you under the Agreement are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.9 If you fail to make a payment due to us under the Agreement by the due date, then, without limiting our remedies under Clause 10, we will have the right to suspend our Services and you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this Clause 6 will accrue each day at 8% a year above the Bank of England’s base rate from time to time. We will also charge for any costs we incur in attempting to recover any outstanding debt.

6.10 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. IP

7.1 All IP in, or arising out of, or in connection with, the Services (other than IP in any materials provided by you) shall be owned by us.

7.2 We grant to you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement for the purpose of receiving and using the Services. You shall not sub-license, assign or otherwise transfer the rights granted in this Clause 7.2.

7.3 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you (including any Third-Party Materials) to us for the term of the Agreement for the purpose of providing the Services to you.

7.4 You shall indemnify us and keep us indemnified from and against any and all costs, expenses, liabilities, damages and losses suffered or incurred by us as a result of our use of any materials provided by you (including any Third-Party Materials).

7.5 Unless you are a Consumer or otherwise agreed in writing, we will have the right to use your company name and logo in our marketing materials, on Our Site and for other promotional purposes, and you grant us a free irrevocable worldwide

8. Data Protection and Data Processing

8.1 The parties further acknowledge that for the purposes of the DP Regulation, you are the Data Controller and we are the Data Processor (where Data Controller and Data Processor have the meanings as defined in the DP Regulation).

8.2 The parties acknowledge and agree that we will process Personal Data in order to provide the Services (the Purpose). For the avoidance of doubt, this may include Data Processing which takes place outside of the UK and/or the EU as set out in Schedule 1.

8.3 Both parties shall comply with all applicable requirements of DP Regulation at all times during the Term of this Agreement. This Clause 8 is in addition to, and does not relieve, remove or replace, either party’s obligations under DP Regulation.

8.4 You shall indemnify and keep us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, Fees, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with:

8.4.1 any breach by you of your obligations under this Clause 8; or

8.4.2 any breach by us of this Clause 8 which arises out of us providing the Services in accordance with your instructions.

8.5 Unless instructed otherwise, in providing the Services to you, we shall only Process Personal Data in accordance with Schedule 1 and to the extent strictly necessary for the Purpose and not for any other purpose.

8.6 Without prejudice to the generality of Clause 8.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the DP Regulation) to us for the duration and purposes of the Agreement.

8.7 Without prejudice to the generality of Clause 8.1, we shall, in relation to any Personal Data Processed in connection with the performance by us of our obligations under the Agreement:

8.7.1 process that Personal Data only on your documented instructions unless we are required to do so by the Applicable Laws to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;

8.7.2 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

8.7.3 taking into-account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(a) the pseudonymisation and encryption of Personal Data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;

(c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing.

8.7.4 in assessing the appropriate level of security referred to in Clause 8.7.3 of this Agreement, take account in particular of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise Processed;

8.7.5 where we intend to engage a new Data Processor, inform you in writing not less than two weeks before the intended change by posting on Our Site. Where you notify us immediately of any objections to that new Data Processor, we will cease to provide the Services. Any Services that commenced three days prior to you being informed of this change may be Processed by the new Data Processor. If you do not object to this notified change within three (3) days of being notified, we will continue to perform the Services in fulfilment of our obligations under this Agreement;

8.7.6 where we engage another Data Processor for carrying out specific Processing activities on your behalf, the same data protection obligations as set out in this Agreement shall be imposed on that other Processor by way of a contract or other legal act under Applicable Laws, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the Processing will meet the requirements of the DP Regulation. Where that other Processor fails to fulfil its data protection obligations, we shall remain fully liable to you for the performance of that other Data Processor’s obligations.

8.7.7 taking into account the nature of the Processing, (at your cost) assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down under the DP Regulation;

8.7.8 shall assist you (at your cost) in ensuring compliance with your obligations pursuant to the DP Regulation taking into account the nature of Processing and the information available to us;

8.7.9 notify you without undue delay on becoming aware of any Personal Data Breach in respect of any Personal Data;

8.7.10 at your choice, delete or return all the personal data to you after the end of the provision of Services relating to data Processing (or at any point in time whilst such data Processing is taking place), and delete existing copies unless All Applicable Law requires storage of the personal data;

8.7.11 make available to you all information necessary to demonstrate compliance with the obligations laid down in the DP Regulation and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you. For the avoidance of doubt, costs attributable to any such audit shall be borne by you;

8.7.12 with regard to Clause 8.7.11 of this Agreement, immediately inform you if, in our opinion, an instruction infringes the DP Regulation or other applicable data protection provisions.

8.8 For the avoidance of doubt, this Agreement shall constitute documented instructions for the purposes of Clause 8.2 in respect of us acting as a Data Processor to you for the Purpose.

9. Limitation of Our Liability

9.1 Nothing in this Agreement shall limit or exclude either party’s liability for:

9.1.1 fraud or fraudulent misrepresentation;

9.1.2 death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; or

9.1.3 any other liability which cannot be limited or excluded by All Applicable Law.

9.2 Subject to Clauses 9.1 and 20, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under, or in connection with, the Agreement for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information (subject to Clause 8); loss of or damage to goodwill; and any indirect or consequential loss.

9.3 Subject to Clause 9.1 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement in any year shall be limited to the amount of the Fees actually paid by you to us in that calendar year.

9.4 Subject to Clause 20 all other terms and conditions or warranties, whether express or implied, including sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

10. Termination of the Agreement

10.1 You may at any time terminate the Agreement by closing your Account via the Dashboard.

10.3 Without affecting any other right or remedy available to us, we may terminate the Agreement with immediate effect if:

10.3.1 you commit a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of you being notified in writing to do so;

10.3.2 you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

10.3.3 you suspend, or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of your business; or

10.3.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.

10.4 Without affecting any other right or remedy available to us, we may terminate the Agreement with immediate effect if you fail to pay any amount due under the Agreement on the due date for payment.

10.5 Without affecting any other right or remedy available to us, we may suspend the supply of Services under the Agreement or any other contract between us and you if you fail to pay any amount due under the Agreement on the due date for payment, you become subject to any of the events listed in Clause 10.3.2 to Clause 10.3.4, or we reasonably believe that you are about to become subject to any of them.

11. Effects of termination

11.1 On termination of the Agreement:

11.1.1 you shall immediately pay to us all of your unpaid invoices and interest and, in respect of Services supplied or where a minimum term has yet to expire, but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

11.1.2 we shall, where you have made payment in advance, process any refunds in accordance with Clause 6.6.

11.2 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination even where knowledge of entitlement to such a claim or breach did not exist at the time of the termination..

11.3 Any provision of the Agreement that expressly, or by implication, is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 12; and

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

13. General Provisions

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

13.2 Assignment and other dealings

13.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any, or all, of its rights and obligations under the Agreement.

13.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Agreement without our prior written consent.

14. Entire agreement

14.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

15. Waiver

15.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing by a director of us and shall not be deemed a waiver of any subsequent breach or default.

15.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16. Variation

16.1 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Notices

17.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: sent by email or delivered by hand or by pre-paid first-class post or other next Business Day delivery service at the address for that party which is set out in the Agreement.

17.2 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt; if sent by email on the same day where received before 5pm; or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after it is sent.

17.3 This clause shall not apply to the service of any proceedings or other documents in any legal action.

Severance

18.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

19. Third-Party rights

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

20. Consumer Rights

20.1 If you are a Consumer, you will benefit from any mandatory provisions of the law. Nothing herein takes away or reduces your rights as Consumer to rely on those provisions.

21. Governing law

21.1 Any dispute, controversy, proceedings or claim between you and us relating to this Agreement or its subject matter or formation, the T&C’s, and/or the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Any dispute, controversy, proceedings or claim between you and us relating to this Agreement or its subject matter or formation, the T&C’s, and/or the relationship between you and us (whether contractual or otherwise) shall If you are a Consumer, be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency; or if you are not a Consumer, be subject to the exclusive jurisdiction of the courts of England and Wales.

T&C’s last updated: <<insert relevant info>>

SCHEDULE 1: PROCESSING OF PERSONAL DATA

Subject matter of Processing:

Provision of Services pursuant to the Agreement.

Nature of Processing:

The nature of the Processing means any operation or set of operations which is performed on personal data or sets of personal data (whether or not by automated means) such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Purpose(s) of Processing:

Identity of the Data Controllers:

Please refer to Clause 8.1 of the Agreement.

<<insert relevant info>>

Categories of Data Subject(s):

Type of Personal Data:

<<insert relevant info>>

<<insert relevant info>>

Retention Period for Personal Data:

Subject to Clause 10.7 of this Agreement, Personal Data shall be kept by us for <<insert relevant info>> days or such other period as may be specified when we accept the Processing task.

Sub-Processor and Third-Party Processors:

We use the following sub-processor for <<insert relevant info>>:

Name of Third-Party Processor

<<insert relevant info>>

Nature of Processing:

<<insert relevant info>>

Location of Data Processor:

<<insert relevant info>>

Purpose(s) of Processing:

<<insert relevant info>>

Categories of Data Subject(s):

Type of Personal Data:

<<insert relevant info>>

<<insert relevant info>>

Retention Period for Personal Data:

Subject to Clause 10.7 of this Agreement, Personal Data shall be kept by us for <<insert relevant info>> days or such other period as may be specified when we accept the Processing task.

[etc.]