Terms & Conditions
1.1. In this Agreement, the following phrases shall have the following meanings:
“Agreement Type” means the type of agreement entered into by the Customer as set out on the Order Form and summarised in Clause 2.6 of these terms and conditions;
“Commencement Date” has the meaning given in clause 2.5;
“Confidential Material” means any items deemed from time to time by Data Solutions 2016 Ltd and the Customer to be confidential and/or sensitive in nature, including without limitation: paper, discs videos, uniforms and IT and electronic equipment;
“Consumer” means a natural person who is acting outside his/her trade, business or profession;
“Customer” means the person, partnership, unincorporated association, company or other organisation named on the Order Form;
“Data Solutions 2016 Ltd’ means Data Solutions 2016 Ltd t/a Restore Datashred (company number 09969408);
“Initial Period: means the relevant Minimum Contract Length as set out on the Order Form commencing on the Commencement Date;
“Order Form” means the order form setting out the Customer’s Order and to which these terms and conditions are attached;
“Payments’ means the sums payable by the Customer according to the type of agreement selected, as set out on the Order Form or as varied under Clause 4.2 below;
“Supplementary Charges’ means the charges for any services provided by Data Solutions 2016 Ltd which are not included within the scope of the Agreement Type selected by the Customer as set out in Clause 2 below;
“Units’ means the storage containers, sacks or materials or other equipment (or any substitute for such items) to which this Agreement applies as set out on the Order Form.
“Working Days’ means Monday to Friday in each week excluding public holidays in England and Wales.
Data Protection Legislation: (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation; and (ii) (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
1.2. In this Agreement, any reference to any legislation includes such legislation as amended, extended, consolidated or replaced from time to time.
- BASIS OF AGREEMENT
2.1. In consideration of the Customer making the Payments, Data Solutions 2016 Ltd will perform its obligations with reasonable care and skill and supply the Units to the Customer and/or service/collect the Units for the Customer (as applicable according to the Agreement Type selected by the Customer on the Order Form) in accordance with the terms set out in this Agreement, to the exclusion of all other terms and conditions (including any which the Customer purports to apply under any purchase order, confirmation of order, specification on or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the contract between the Customer and Data Solutions 2016 Ltd simply as a result of such document being referred to by the parties to this Agreement.
2.3. These conditions apply to the Units, services and collections supplied to the Customer under this Agreement and any variation to these conditions and any representations by Data Solutions 2016 Ltd shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of Data Solutions 2016 Ltd. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Data Solutions 2016 Ltd which is not set out in this Agreement. Nothing in this Clause shall exclude or limit Data Solutions 2016 Ltd’s liability for fraudulent misrepresentation
2.4. Each order or acceptance of a quotation for the supply of Units, services and collections by the Customer from Data Solutions 2016 Ltd shall be deemed to be an offer by the Customer for the Units and to use the services and collections subject to these conditions.
2.5. No order placed by the Customer shall be deemed to be accepted by Data Solutions 2016 Ltd until a written acknowledgement of order is issued by Data Solutions 2016 Ltd or (if earlier) Data Solutions 2016 Ltd delivers any Units or provides any services or collections to the Customer (Commencement Date).
2.6. Data Solutions 2016 Ltd’s obligations to the Customer under each Agreement Type and summarised in the table below:
Summary Description of Restore Datshreds Obligations
S - Service Agreement.
The Customer takes the Units from Data Solutions 2016 Ltd, subject to clause 10.3. Data Solutions 2016 Ltd will carry out routine periodic servicing/collections as per the frequency specified on page one of this Agreement.
R - Rental Agreement.
The Customer takes the Units from Data Solutions 2016 Ltd, subject to clause 10.3.
M – Maintenance Agreement.
Data Solutions 2016 Ltd will carry out routine periodic collections from Units owned by the Customer, or of sacks either supplied by the Customer or by Data Solutions 2016 Ltd, as per the Agreement frequency specified on page one of this Agreement.
C – Call-Out Agreement.
Data Solutions 2016 Ltd will carry out collections on an on-demand “Call Out” basis from Units owned by the Customer, or of sacks either supplied by the Customer or by Data Solutions 2016 Ltd.
2.7. Data Solutions 2016 Ltd will provide to the Customer, if required, a certificate of destruction for each consignment of Confidential Material removed from the Customer’s site under this Agreement. Data Solutions 2016 Ltd may, with the Customer’s prior agreement, employ a subcontractor for the purpose of fulfilling any contract entered into by Data Solutions 2016 Ltd.
- COMMENCEMENT AND DURATION OF AGREEMENT
3.1. This Agreement shall commence on the Commencement Date and, subject to the provisions for termination set out in the terms and conditions (which includes the ability to terminate the service/collection of one of more Units):
3.1.1 for all agreements except Agreement type C, shall run for the Initial Period and then for consecutive periods each equivalent in time to the Initial Period (an “Extension Period”); or
3.1.2 where the Customer has selected Agreement type C, shall run until completion of the service by Data Solutions 2016 Ltd.
4.1. The Payments shall be payable by the Customer 30 days after the date of Data Solutions 2016 Ltd invoice (which shall be issued at the times and in the manner specified on the Order Form) without deduction, counter claim, withholding or set-off. The time of payment of each and every Payment shall be of the essence of this Agreement and a failure to pay on time shall be deemed to be a fundamental breach of this Agreement.
4.2. Data Solutions 2016 Ltd shall be at liberty to vary the Payments as follows:
4.2.1. at any time where performance of its obligations is made more difficult or costly as a result of new legislation or regulations or changes to existing legislation or regulations, including those which result in increases in National Insurance Contributions;
4.2.2. to take account of an increase in Data Solutions 2016 Ltd’s operating costs, including (without limitation) costs arising from increases in fuel prices;
4.2.3. upon each anniversary of the Commencement Date during the Initial Period, by the average increase in inflation during the previous 12 month period as mentioned by an appropriate index (such index to be determined by Data Solutions 2016 Ltd); and
4.2.4. at the beginning of the first Extension Period and upon each anniversary of the start of the first Extension Period (including upon all a anniversaries during any subsequent Extension Periods) by a percentage increase applied at the discretion of Data Solutions 2016 Ltd.
- SUPPLEMENTARY AND OTHER CHARGES
5.1 Supplementary Charges shall be payable by the Customer if Data Solutions 2016 Ltd carries out any non-routine repairs referred to in Clause 7.2 below and where performance of its obligations is made more difficult or costly by a breach of the Customer’s obligations under this Agreement.
5.2 There will be an annual duty of care charge where Data Solutions 2016 Ltd issues a Controlled Waste Transfer Note. This charge is payable in instalments in advance at the end of each month.
5.3 Data Solutions 2016 Ltd will maintain records of all waste transfers for 2 years from the date of the applicable collection. A detailed report, including dates of transfers and disposal sites used, will be supplied on a quarterly basis, if required by the Customer. There will be a charge for this service which will be notified to the Customer.
5.4 There will be a charge where Data Solutions 2016 Ltd carries out any other service relating to the collection and/or disposal of waste other than as specified on the front page of this Agreement. Any congestion charge, toll charge or other operational charges incurred by Data Solutions 2016 Ltd in the delivery, installation, service or collection of the Units, will be passed on to the Customer.
5.5 All Supplementary Charges and other charges referred to in this Clause are payable at the rates current at the time that the relevant services are provided or costs incurred and are to be paid within 30 days of the date of Data Solutions 2016 Ltd’s invoice.
5.6 Data Solutions 2016 Ltd reserves the right to introduce a charge to cover its costs of printing invoices and statements for the Customer.
- LATE PAYMENT
6.1 If the Customer fails to pay any of the Payments or the Supplementary Charges on the due date then, without prejudice to its other rights and remedies, Data Solutions 2016 Ltd may:
6.1.1. charge the Customer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.1.1 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
6.1.2. recover from the Customer £50 (non vatable) by way of compensation for the costs suffered by Data Solutions 2016 Ltd arising from each overdue sum; and
6.1.3. (without being in breach to the Customer) suspend the performance of its obligations under this Agreement until such time as the overdue sum is paid in full.
6.2 If the circumstances set out in Clause 6.1 apply and Payments are not being made by direct debit, the Customer will at Data Solutions 2016 Ltd’s request make all future payments by direct debit.
- NON-ROUTINE REPAIR AND MAINTENANCE
7.1 Upon any fault occurring to the Units or if the Units become a health and safety hazard:
7.1.1. the Customer shall notify Data Solutions 2016 Ltd as soon as possible and take such steps as are reasonably necessary to mitigate the effect of such fault or hazard; and
7.1.2. subject to Clauses 7.2 and 7.3 below, and only for Agreement Types “S” and “R”, Data Solutions 2016 Ltd will, as soon as reasonably practicable, take all proper steps to correct the fault at its own cost by repairing or, replacing all or part of the Units.
7.2 None of the Agreement Types include the repair of any faults resulting from misuse, vandalism or any other accidental, negligent or wilful damage, for which Supplementary Charges will be payable.
7.3 Data Solutions 2016 Ltd may remove all or part of the Units from the Customer’s premises for the purpose of inspection, testing and repair. Data Solutions 2016 Ltd is not obliged to provide any routine maintenance or any non-routine fault repair services at premises other than the Customer’s business premises in the Agreement.
7.4 With Agreement Types “S” and “R”, Data Solutions 2016 Ltd shall be entitled to replace the Units from time to time with substitute goods of a substantially similar standard and specification to the Units.
- COVENANTS OF THE CUSTOMER
8.1. The Customer agrees and covenants with Data Solutions 2016 Ltd as follows:
8.1.1. to allow Data Solutions 2016 Ltd and its agents full, convenient and safe access to the site where the Units are maintained or from which collections are carried out during such hours as may be necessary to perform its obligations under this Agreement;
8.1.2. not to interfere with the Units (including attempting to repair, adjust or modify the Units) or place the Units on a public highway and, for Agreement Types “S” and “R”, not to remove any registration or other identifying marks from the Units;
8.1.3. with Agreements Types “S” and “R” not to sell or offer sale, lend, assign, pledge, under let or otherwise deal with or part with possession of the Units and not to remove them from its premises without Data Solutions 2016 Ltd’s prior written consent;
8.1.4. to care for and operate the Units in accordance with all relevant instructions and, for Agreement Types “R” and “C”, to maintain and service the Units in accordance with such instructions and to promptly carry out such action to the Units as may be advised by Data Solutions 2016 Ltd from time to time;
8.1.5. to take all reasonable steps to eliminate any cause of a fault as listed in Clause 7.2 above so far as it shall be within its power to do so;
8.1.6. for Agreement Types “S” and “R”, to insure the Units throughout the Initial Period and any and all Extension Periods to their full replacement value with an insurer of repute against loss or damage by accident, fire and theft and other reasonable risks and hold on trust for Data Solutions 2016 Ltd all insurance monies paid out under such policy (in the event of the Customer defaulting under this Clause, Data Solutions 2016 Ltd shall be at liberty to effect such insurance as it thinks fit at the Customer’s expense). The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Data Solutions 2016 Ltd and proof of premium payment to Data Solutions 2016 Ltd to confirm the insurance arrangements;
8.1.7. to notify Data Solutions 2016 Ltd immediately of any loss of, or damage to, the Units;
8.1.8. to ensure that the waste materials to be collected and disposed of shall be the type, character and quantities as specified on the Order Form and the Customer shall ensure that no material change in the nature of the waste materials shall take place during the term of the Agreement. If waste other than the material covered in this Agreement is received, Data Solutions 2016 Ltd will contact the Customer to agree the method of disposal, and Data Solutions 2016 Ltd reserves the right to charge the Customer additional charges for such service at the rate current at the time that the service is provided. Such additional charges are to be paid within 30 days of the date of Data Solutions 2016 Ltd’s invoice;
8.1.9. to ensure that the materials to be collected and shredded do not contain any materials that could damage the shredding equipment used by Data Solutions 2016 Ltd. Data Solutions 2016 Ltd reserves the right to charge the Customer additional charges to cover any breakdown or repair as a result of the Customer’s actions; and
8.1.10. to ensure that it has obtained the consent of any and all relevant data subjects whose personal data is contained in the Confidential Material to the destruction of their personal data comprised in the Confidential Material.
8.2. If Data Solutions 2016 Ltd’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1. without limiting or affecting any other right or remedy available to it, Data Solutions 2016 Ltd shall have the right to suspend performance of the services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Data Solutions 2016 Ltd’s performance of any of its obligations; and
8.2.2. Data Solutions 2016 Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Data Solutions 2016 Ltd’s failure or delay to perform any of its obligations as set out in this clause 8.2.
- COVENANTS OF DATA SOLUTIONS 2016 LTD
9.1. All depots, processes, on-site and off-site vehicles are inspected to BS EN 15713 standards.
9.2. All Data Solutions 2016 Ltd staff are security vetted to BS7858 standards.
- ACKNOWLEDGEMENTS AND WARRANTIES BY THE CUSTOMER
10.1. Where the Units supplied under this Agreement have been manufactured or customised to the Customer’s own specifications or requirements, the Customer acknowledges that:
10.1.1. the Units are required for the purposes of a business carried on by the Customer, that they were selected by the Customer and acquired at its request by Data Solutions 2016 Ltd from the supplier for the purposes of this Agreement; and
10.1.2. the supplier is not the agent of Data Solutions 2016 Ltd unless this is required by law.
10.2. The Customer warrants to Data Solutions 2016 Ltd that:
10.2.1 the waste Data Solutions 2016 Ltd collects under this agreement does not contain any hazardous waste or hazardous concentration of any noxious, poisonous or polluting substances, and that any significant change in the waste will be declared to Data Solutions 2016 Ltd in advance of collection; and
10.2.2 It has the right to order the destruction of any and all items comprised within the Confidential Material.
10.3. Where the Units have been supplied by Data Solutions 2016 Ltd to the Customer, they shall at all times remain the property of Data Solutions 2016 Ltd, and the Customer shall have no right, title or interest in or to such Units (save the right to possession and use of the Units subject to the terms and conditions of this Agreement).
- TERMINATION BY DATA SOLUTIONS 2016 LTD
11.1. Data Solutions 2016 Ltd may, without prejudice to its other rights and remedies, terminate this Agreement with immediate effect by giving notice to the Customer:
11.1.1. if the Customer breaches any term of this Agreement; or
11.1.2 if the Customer suffers distress or execution, becomes insolvent or bankrupt, or enters into an arrangement or composition with its creditors or if a liquidator, receiver or administrator is appointed over the whole or any part of its business or assets.
11.2. Data Solutions 2016 Ltd may also terminate this Agreement at any time by giving the Customer 10 days prior written notice.
- TERMINATION BY THE CUSTOMER
12.1. The Customer may only terminate the supply and/or service/collections of one or more of the Units or this Agreement in its entirety by giving at least 90 days prior notice in writing, such notice to expire at the end of the Initial Period or an Extension Period.
12.2. * For the avoidance of doubt, agreements of Agreement type C may not be terminated by the Customer. *
12.3. Termination by Consumers is subject to our separate Consumer cancellation policy.
- CONSEQUENCES OF TERMINATION
13.1. Upon termination of this Agreement howsoever arising:
13.1.1. the Customer shall, without prejudice to Data Solutions 2016 Ltd’s other rights and remedies, pay to Data Solutions 2016 Ltd on demand all arrears of Payments and any other sums payable under this Agreement up to the date of termination;
13.1.2. any servicing, collections, maintenance or repair of the Units by Data Solutions 2016 Ltd shall cease; and
13.1.3. where the Customer has selected Agreement Type “S “ or “R”:
- the entitlement of the Customer to be in possession of the Units shall cease and the Customer shall no longer be in possession of the Units with Data Solutions 2016 Ltd’s consent; and
- the Customer shall immediately make the Units available for collection by Data Solutions 2016 Ltd in good working order and condition (fair wear and tear excepted), in default of which Data Solutions 2016 Ltd shall be entitled to charge Payments from the date of termination up to the date on which the Units are collected.
- the Customer shall, without prejudice to Data Solutions 2016 Ltd other rights and remedies, pay to Data Solutions 2016 Ltd on demand the cost of repairs to the Units to put them in good working order and condition (fair wear and tear excepted).
13.2.1. the customer seeks to terminate the agreement and/or service of one or more of the Units or this Agreement in it entirety, otherwise than in accordance with Clause 12.1 above; or any of the circumstances in Clause 11.1 occurs,
13.2.2. and as a result Data Solutions 2016 Ltd elects to terminate this Agreement, the Customer shall pay to Data Solutions 2016 Ltd, in addition to the sums payable above, the following sums by way of liquidated damages: for Agreement Types “S” and “R” where the units have been manufactured or customised to the Customer’s own specifications or requirements, a sum equal to 100% of the aggregate Payments which, but for termination, would have been payable from the date of termination up until expiry of the Initial Period or the then current Extension Period; or
13.2.3 in all other cases, a sum equal to 75% of the aggregate Payments which, but for termination, would have been payable from the date of termination up until expiry of the Initial Period or of the then current Extension Period.
13.3. Where the Payments fluctuate from one payment to the next, the sum due upon termination under Clause 13.2.2 or Clause 13.2.3 shall be calculated by averaging the Payments due from the Customer from the Commencement Date up to the date of termination and multiplying such average by the number of payments which, but for termination, would have been payable up until the end of the Initial Period or the then current Extension Period.
13.4. The parties confirm that these liquidated damages are reasonable and proportionate to protect Data Solutions 2016 Ltd’s legitimate interest in performance by the Customer of its obligations under this Agreement.
14.1. Subject to Clause 14.2 and Clause 14.3 below, all other conditions, warranties and representations, whether express or implied and whether arising by reason of statute, common law or otherwise, are expressly excluded from this Agreement to the fullest extent permitted by law. Any published pictures or descriptions of the units are for indication purposes only and actual products supplied may differ from such pictures or descriptions.
14.2. Data Solutions 2016 Ltd does not exclude or limit liability for:
14.2.1. death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;
14.2.2. fraud or fraudulent misrepresentation;
14.2.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
14.2.4. any other liability which cannot be excluded by law.
14.3. * Subject to Clause 14.2 Data Solutions 2016 Ltd’s liability to the Customer in contract, tort or otherwise for any damages, loss, liability, costs or expenses suffered or incurred by the Customer or any other person arising directly or indirectly or in any manner howsoever out of the use or possession of the Units by the Customer or such other person, the provision of any services under this Agreement or otherwise shall be limited as follows:
14.3.1 Data Solutions 2016 Ltd’s liability for loss or damage to buildings and fixtures and fittings caused by an act or omission of Data Solutions 2016 Ltd, its agents, employees or subcontractors shall not exceed £1,000,000 per incident;
14.3.2 Data Solutions 2016 Ltd’s liability for all other loss or damage suffered by the Customer in any 12 month period and caused by an act or omission of Data Solutions 2016 Ltd, its agents, employees or subcontractors shall not exceed the annual equivalent of the total Payments set out on Order Form (excluding any increases to such payments) and assuming for Agreement Types “S and “R” that the additional quantity price set out on the Order Form does not apply for the purpose of this Clause;
14.3.3 the Customer agrees that Data Solutions 2016 Ltd shall not be liable in way for any loss of profits, nor shall it be liable for any indirect, consequential or special loss or damage howsoever caused and arising from the Customer’s use or possession of the units or benefit from the services provided by Data Solutions 2016 Ltd or otherwise; and *
14.3.4 Data Solutions 2016 Ltd shall not be liable for any delay or failure to comply with its obligations where the failure results from events, circumstances or causes beyond its reasonable control, including (without limitation) fire, flood, inclement weather, strikes, industrial action.
14.4 * Except as a result of a breach by Data Solutions 2016 Ltd of its obligations under this Agreement or Data Solutions 2016 Ltd’s negligence and without prejudice to Data Solutions 2016 Ltd’s other rights and remedies, the Customer shall reimburse, on a full indemnity basis, Data Solutions 2016 Ltd on demand all its reasonable costs, liabilities, damages, losses and expenses (including (without limitation) enquiry agents, debt collection agents, legal, professional and out of pocket expenses and any VAT on those costs and expenses) incurred by it arising out of, or in connection with all or any of the following:
14.4.1 for Agreement Types “S” and “R”, any loss or damage to the Units, howsoever arising, including any loss or damage, which is not recoverable under the policy of insurance, referred to in Clause 8.1.5 above (including where the Customer has failed to take out such a policy of insurance);
14.4.2 any breach by the Customer of any warranty or covenant given in this Agreement;
14.4.3 the Customer’s breach or negligent performance of its obligations under this Agreement;
14.4.4 any claim made against Data Solutions 2016 Ltd by a third party arising out of or in connection with the provision of services by Data Solutions 2016 Ltd to the Customer under this Agreement, to the extent that such claim arises out of any breach of warranties given by the Customer under this Agreement or arises out of the breach, negligence or failure or delay in complying with any of its obligations under this agreement by the Customer, its employees, agents or subcontractors; and
14.4.5 enforcing any of the terms of this Agreement. *
- DATA PROTECTION
15.1. Both parties will comply with all applicable requirements of the Data Protection Legislation.
15.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Data Solutions 2016 Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). For the term of this Agreement or until the earlier destruction of the personal data (as defined in the Data Protection Legislation, Personal Data), Data Solutions 2016 Ltd will process Personal Data deposited in the Units provided by Data Solutions 2016 Ltd, for the purpose of the secure collection and destruction of confidential waste. The type of Personal Data and categories of data subjects will be all possible in the context of the business of the Customer.
15.3. Without prejudice to the generality of clause 15.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Data Solutions 2016 Ltd for the duration and purposes of this Agreement.
15.4. Without prejudice to the generality of clause 15.1, Data Solutions 2016 Ltd shall, in relation to any Personal Data processed in connection with the performance by Data Solutions 2016 Ltd of its obligations under this Agreement:
- a) process that Personal Data only on the written instructions of the Customer unless Data Solutions 2016 Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to Data Solutions 2016 Ltd to process Personal Data (Applicable Laws). Where Data Solutions 2016 Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Data Solutions 2016 Ltd shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Data Solutions 2016 Ltd from so notifying the Customer;
- (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- (d) taking into account the nature of processing and the information available to Data Solutions 2016 Ltd, assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- (e) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
- (f) make available to the Customer all information necessary to demonstrate its compliance with this clause 15 and allow for audits by the Customer or the Customer's designated auditor.
15.5. The Customer consents to Data Solutions 2016 Ltd appointing third-party processors of Personal Data under this Agreement provided Data Solutions 2016 Ltd notifies the Customer of any changes concerning the addition or replacement of other third party processors. Data Solutions 2016 Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 15.
15.6. Data Solutions 2016 Ltd shall not be liable to the Customer for any claim brought by a data subject arising from any action or omission by Data Solutions Ltd to the extent that such action or omission resulted directly from the Customer’s instructions nor for any failure to carry out an instruction of the Customer if Data Solutions 2016 Ltd has notified the Customer that to do so would be in breach of Data Protection Legislation.
- SERVICE OF NOTICES
16.1 Any notice required or permitted to be given under this Agreement shall be deemed to have been validly given if served personally upon that party or if sent by first class prepaid post or sent by e-mail to the address of that party as stated at the head of this Agreement, its last known address or its registered office or such address or email address as notified by the party for this purpose.
16.2 Any notice or other information sent by e-mail shall be deemed to have been received by the other party at the time that it was transmitted.
- ELECTRONIC SIGNATURES AND COMMUNICATION
Where this Agreement has been signed by the Customer electronically, the Customer confirms that the electronic signature which it has used to enter into this Agreement is valid and binding on it.
17.2 Any notice or other information sent by first class prepaid post shall be deemed to have been received by the other party within 48 hours after the date of posting. The Customer agrees that both the Customer and Data Solutions 2016 Ltd may communicate with each other by electronic means in connection with this Agreement.
18.1 The persons who sign this Agreement on behalf of the Customer warrant that they have the appropriate and necessary authority to do so and to bind the Customer to the terms set out in it. Where two or more persons are stated on the Order Form to be the Customer, each of those persons shall be jointly and severally liable for performance of the Customer’s obligations under this Agreement.
18.2 All amounts due under this Agreement are (unless otherwise specified) subject to the addition of VAT at the prevailing rate, which shall be additionally payable by the Customer in full.
18.3 Data Solutions 2016 Ltd (but not the Customer) shall be free to sub-contract, assign, mortgage, charge, delegate, novate, declare a trust over or deal in any other manner with all or any or any of its rights or obligations under this Agreement (in whole or in part) to any other party without the consent of the Customer.
18.4 * This Agreement contains 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. *
18.5 This Agreement may only be modified in writing. If any part of it shall, for any reason, be found or held invalid, illegal or unenforceable, this shall not affect the validity and enforceability of the remainder of its terms, which shall survive and the affected provision or part-provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
18.6 A person who is not party to this Agreement has no right to enforce any term of this Agreement.
18.7 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. The failure of Data Solutions 2016 Ltd to insist upon the strict performance of any provision of this Agreement or to exercise any right or remedy consequent upon breach of any such provision shall not constitute a waiver of any such breach or any subsequent breach of such provision or prejudice in any way any right of Data Solutions 2016 Ltd under this Agreement and it will not prevent Data Solutions 2016 Ltd taking steps against the Customer at a later date.
18.8 The parties agree that it is not practical to obtain signatures for all services performed and so the Customer accepts that Data Solutions 2016 Ltd’s computerised records of the services provided will be adequate proof of the fact that those services have been delivered.
18.9 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation shall be governed and construed in accordance with the laws of England an, if the Customer is a business, the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
18.10 If the Customer is a Consumer, the parties irrevocably agree that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
* Not applicable to Consumers
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