- Application of Conditions
1.1 These terms and conditions (“the Conditions”) are the terms on which Join the Dots (Research) Limited (“the Company”) provides its services to its customers.
1.2 These Conditions shall:
1.2.1 apply to and be incorporated into any contract between the Company and its customer (“the Client”); and
1.2.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade customer, practice or course of dealing.
2.1 The Client’s purchase order, or the Client’s acceptance of a quotation for services by the Company, constitutes an offer by the Client to purchase the services so specified (“the Services”) on it on these Conditions. No offer placed by the Client shall be accepted by the Company other than by the Company confirming the order for Services in writing or by Email. Upon such acceptance by the Company or upon the Company and the Client agreeing and executing a statement of work or work order, a contract for the supply and purchase of the Services on these Conditions will be established (“a Contract”).
2.2 The Services will be either provided on a fixed term or an ongoing basis, as stated in the Contract.
- Price and Payment
3.1 The price (exclusive of VAT) for the Services (“the Price”) shall be the quoted price of the Company.
3.2 Unless previously withdrawn by the Company, the Company’s quotations are valid for 60 days from date of issue, and, unless otherwise stated, assume the commencement of fieldwork within 30 days of commissioning. Should either period be exceeded, for any reason, the Company reserves the right to re-quote.
3.3 Payment of the Price shall be made by the Client in full and cleared funds within 30 days of the date (“the Due Date”) of the invoice for the Services and time for payment shall be of the essence. VAT is normally chargeable at the current rate to Clients in the UK. In all cases, Prices are stated exclusive of VAT and other taxes which shall be added to the Company’s invoices where applicable and which are payable by the Client.
3.4 In relation to Fixed Term Services, unless otherwise stated in the Contract, the Company shall invoice 70% of the Price on commissioning of the Services and the remaining 30% on completion of the Services (normally the presentation or report issue).
3.5 In relation to Ongoing Services, unless otherwise stated in the Contract, the Company shall invoice the Price quarterly in advance.
3.6 Without prejudice to any other remedy that the Company may have, if the Price is not paid by the Due Date, the Company may:
3.6.1 charge the Client interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England accruing on a daily basis and being compounded quarterly until payment is made, whether before or after judgment and the Client shall pay the interest immediately on demand. The Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and /or
3.6.2 suspend all Services until payment has been made in full.
3.7 If, at any time, the Client requests that any aspect of the Services (including timing) be changed, the Company reserves the right to re-quote.
3.8 For services quoted in currency other than Sterling, Join the Dots reserves the right to adjust the price payable by the Client to reflect any change in exchange rate between that currency and Sterling.
3.9 In relation to Ongoing Services, the Company may review and increase the Price, provided that such charges cannot be increased more than once in any 12 month period. The Company will give the Client written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within 30 days of such notice being received or deemed to have been received in accordance with these Conditions, terminate the Contract by giving 2 months written notice to the Company.
3.10 All sums payable to the Company under the Contract shall become immediately due on its termination, despite any other provision. This condition 3.10 is without prejudice to any right to claim for interest under the law or any such right under the Contract.
3.11 The Company may, without prejudice to any other rights it may have, set off any liability of the Client to the Company against any liability of the Company to the Client. The Client may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Client may have or allege to have for any reason whatsoever.
- Commencement, Duration and Cancellation
4.1 The Services supplied under the Contract shall be provided by the Company to the Client from the date of acceptance by the Company of the Customer’s offer in accordance with condition 2.1.
4.2 Subject to earlier termination in accordance with condition 11, the Services shall continue to be supplied:
4.2.1 in the case of Fixed Term Services, until the scope of the relevant Services is completed. Fixed Term Services may not be cancelled before completion without liability as set out in condition 4.3 below; and
4.2.2 in the case of Ongoing Services, for a minimum period of 12 months from the commencement date (“Initial Period”). Thereafter, either party may terminate the relevant Contract by giving to the other not less than three (3) months’ notice of cancellation, such notice to expire on expiry of the Initial Period or any time thereafter. If the Contract states an Initial Period of three (3) months or less, then the aforesaid cancellation period shall be reduced accordingly from three (3) months to one (1) month.
4.3 If the Client wishes to cancel the Fixed Term Services before completion, it shall issue a notice of cancellation to the Company and agree to pay the following cancellation charges to the Company, depending on the level of key stages which have been completed (the relevant key stages to be identified in the Contract):
|Key Stage||Cancellation Charge|
|After contract commencement, but before start of recruitment||35% of the Price, plus all third party costs and expenses to which the Company is committed in relation to the Services|
|After start of recruitment, but before analysis of the project||50% of the Price, plus all third party costs and expenses to which the Company is committed in relation to the Services|
|Any time after commencement of analysis of the project||100% of the Price|
5.1 The Services shall be as set out in the Contract agreed between the Company and the Client. The Company warrants that it will provide the Services using reasonable care and skill.
5.2 If the Company bases its cost quotation upon information provided by the Client and if this information is subsequently shown to be incorrect or incomplete, the Company reserves the right to charge any resulting additional costs to the Client. In any event any quotations given by the Company are provided on the basis that no Contract shall come into existence except in accordance with condition 2.1.
5.3 Two colour copies of the report or presentation document are available within the scope of the Contract, unless otherwise agreed. The Company reserves the right to charge for additional copies of any document.
5.4 The Company will use its reasonable endeavours to ensure that all web servers it uses function 24 x 7. However it cannot be liable for loss or damage resulting from delays or server downtime.
5.5 The Company uses all reasonable endeavours to comply with the Code of Conduct of the Market Research Society (MRS) and the European Society for Opinion and Marketing Research (ESOMAR). Copies of these codes will be made available on request.
5.6 If the Client is unable to supply or agree a questionnaire and stimulus material that is, in the reasonable opinion of the Company, appropriate then the Company will be entitled to use its existing questionnaire or stimulus material to complete the relevant Contract, or in any event until the new questionnaire or stimulus material is made available.
5.7 The Client shall co-operate with the Company in all matters relating to the Services and provide the Company with all required Client Material in a timely manner.
5.8 The Client shall not, without the prior written consent of the Company, solicit or entice away from the Company or employ (or attempt to employ) any person who is or has been engaged by the Company as an employee, consultant or sub-contractor in the provision of the Services.
5.9 Any consent given by the Company in accordance with condition 5.8 is conditional upon the Client paying to the Company a sum equivalent to 30% of the then current annual remuneration of the relevant individual or, if higher, 30% of the annual remuneration to be paid by the Client to such individual.
6.1 The Company will use its reasonable endeavours to ensure that timings quoted in the Contract are adhered to. However, time shall not be of the essence of any contract for Services.
6.2 Without prejudice to clause 6.1, the Client expressly acknowledges that timings quoted assume client availability and prompt provision by the client of any materials, information and other dependencies required from it. If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, employees or representatives, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
The Company must be advised in writing of any defects in the Services as soon as they are discovered by the Client who shall be deemed to have accepted the Services if they have not been rejected on or before the seventh day after delivery. The Client shall not be entitled to reject the Services in whole or in part thereafter.
- Intellectual Property Rights
8.1 In these Conditions, “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software and scripts, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
8.2 Subject to condition 8.4, as between the Company and the Client, all Intellectual Property Rights and all other rights in any deliverables supplied as part of the Services or in materials otherwise used to provide the Services (in each case, whether or not customised, improved or modified during the course of any Contract) (“Rights”) shall be owned by the Company Subject to condition 8.3, the Company licences all such rights to the Client at no additional charge to the Price and on a non-exclusive basis, strictly to such extent as is necessary to enable the Client to receive the Services. If the Contract terminates, this licence shall automatically terminate.
8.3 The Client acknowledges that, where the Company does not own the Rights, the Client’s use of the Rights is conditional on the Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to licence such rights to the Client.
8.4 All databases and materials supplied by the Client to the Company to enable the Company to provide the Services (including the Client’s trading name or logo) (“Client Materials”) shall, at all times, be and remain, as between the Client and the Company, the exclusive property of the Client. The Client grants the Company a non-exclusive licence to use the Client Materials strictly to such extent as is necessary to enable the Company to provide the Services. The Client acknowledges that depending on the nature of the Services, this may require the Company to brand a website (or a sub-section of a website) so that it has the “look and feel” and logo of the Client’s own website and such activities shall be within the scope of this licence of Client Materials. If the Contract terminates, this licence shall automatically terminate.
8.5 The Client shall indemnify and hold the Company harmless from and against any claims, losses, liabilities, damages, costs and expenses that the Company may suffer or incur in relation to any claim or allegation that any Client Materials (and the use by the Company of any such Client Materials pursuant to any Contract) infringes the rights of any third party (including without limitation any Intellectual Property Rights or rights of privacy).
8.6 In the course of providing the Services to the Client, the Company may either (a) create a subset of its own website using the client’s name or branding, or part of it, for example www.jointhedotsmr.com/client’s name or (b) purchase a domain name specifically for the Client, as agreed with the Client in advance. On termination of the Contract for any reason:
8.6.1 the Company shall delete all content hosted on either (a) or (b) as aforesaid. The Client shall have no right of access to any such content after termination. If the Client wishes such content or structure of the relevant website (or subset as the case may be) to be transferred or migrated in any way, this shall be subject to additional charges.
8.6.2 in the case of (b) above, the Company shall also delete the content of the relevant website, and the Client shall have no right of access, the Company shall transfer the relevant domain name to the Client subject to the Client having paid the Company for the cost of registration and all renewals of the domain name, plus any transfer fees and an administrative cost of 20% of the value of the foregoing fees.
9.1 The Company undertakes not to disclose the Client’s identity, the results of the project, or any information obtained in confidence regarding the business of the Client, without first obtaining Client approval.
9.2 Confidential research specifications provided by the Client shall remain confidential to that Client. Similarly, proposals provided by the Company (including when the Company receives neither the commission nor payment for those proposals), remain the property of the Company (including all Intellectual Property Rights) in and to such proposals and they shall not be revealed to any third party.
9.3 Completed records remain the property of the Company, who shall be entitled to destroy them, without reference to the Client, 6 months after completion of the Services. Within this period copies will be made available on request at additional cost. The Company also reserves the right to re-contact respondents for other research projects where respondents have expressly given their permission for this in advance.
9.4 Reports and other records provided by the Company are normally for use within the Client’s organisation or those of its consultants, and only on the Client’s internal business purposes. If wider circulation of results is intended, either wholly or in part, the Company’s name may not be quoted in connection with the study until the exact form of such communication has been agreed with the Company.
9.5 Each party shall keep in strict confidence all technical or commercial know-how, processes, specifications or initiatives which are of a confidential nature and have been disclosed to it by the other party, its officers, employees, agents or representatives, and any other confidential information concerning the disclosing party’s business. The receiving party shall not use any such information for any other purpose except to perform its obligations under the Contract, and shall ensure that any of its officers, employees, agents or representatives to whom it discloses such information complies with these obligations.
9.6 The obligations in condition 9.5 above do not apply to (a) disclosure of information to a party’s officers, employees, agents or representatives who need to know such information for the purpose of carrying out that party’s obligations under the Contract; and (b) to disclosures as may be required by law, court order or any governmental or regulatory authority.
9.7 Where the Client Materials contain the personal data of any individuals, the Client represents and warrants that it has all necessary consents, licences and permissions in place to provide such Client Materials to the Company for the purposes of the relevant Services.
- Limitation of Liability
10.1 This condition 10 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its officers, employees, agents, consultants and sub-contractors) arising in connection with any Contract (whether such liability arises through breach of contract, in respect of any use made by the Client of the Services or any deliverables supplied as part of the Services or any part of them, in respect of any representation, statement or tortuous act or omission, including negligence, arising under or in connection with the Contract, or otherwise howsoever).
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions limits or excludes the Company’s liability for death or personal injury caused by its negligence, for any damage or liability incurred by the Client as a result of the Company’s fraud or fraudulent misrepresentation.
10.4 Subject to conditions 10.2 and 10.3 and 15:
10.4.1 the Company shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, contract, use, or loss of or corruption of data (whether direct or indirect) or for any special, indirect, consequential losses, costs damages, charges or expenses; and
10.4.2 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise howsoever arising in connection with the performance or contemplated performance of the Contract shall be limited to (i) the total Price (in the case of Fixed Term Services) or (ii) 6 months’ value of the Price (in the case of Ongoing Services).
11.1 Either party shall have the right to terminate the Contract:
11.1.1 if the other party commits any material breach of this Contract which, if capable of remedy, is not cured within sixty (60) days of receipt of written notice to the party in breach from the terminating party (for the avoidance of doubt, an irremediable breach shall not include any breach relating solely to failure to comply with a timescale); or
11.1.2 if the other party becomes insolvent, is dissolved or liquidated, makes a general assignment for the benefit of its creditors, files or has filed against it, a petition in bankruptcy, or has a receiver (or analogous to the foregoing) appointed for a substantial part of its assets to it, or a similar or analogous event happens in relation to that party in any jurisdiction worldwide.
11.2 On termination of the Contract howsoever arising, the following conditions (together with any other conditions which impliedly should survive termination) shall survive and continue in full force and effect: 3.10, 4.2, 4.3, 8, 9, 10, 13 and 14.
- Force Majeure
12.1 The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company, including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake, failure of networks or utilities, or shortage of supply.
12.2 For Services involving fieldwork outside the UK, the Company reserves the right to charge for additional unforeseen costs incurred as a result of statutory amendments to rates of pay, taxes and duties, or other circumstances outside the control of the Company, e.g. war, civil disturbance, strikes or capricious behaviour of the authorities. In such circumstances, the Company will endeavour to consult the Client as to whether the Services should be cancelled, postponed or modified: if cancelled in these circumstances, the Company shall be entitled to reimbursement for work done; if postponed or modified, the Company shall be entitled to revise the quotation.
13.1 The Company may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
13.2 Subject to condition 13.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.3 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
13.6 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
13.7 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
13.8 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract). Nothing in this condition shall limit or exclude any liability for fraud.
13.9 The Client shall not, without the prior written consent of the Company, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract. The Company may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
13.10 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.11 A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.12 In relation to any notice required to be given under the Contract:
13.12.1 such notice shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Contract, or as otherwise specified by the relevant party by notice in writing to the other party;
13.12.2 such notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Contract or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. A “Business Day” shall mean any day between Monday to Friday (inclusive), excluding public holidays in the United Kingdom.
13.12.3 This condition shall not apply to the service of any in any proceedings or other documents in any legal action.
13.12.4 A notice required to be given under the Contract shall not be validly served if sent by e-mail.
- Governing Law and Jurisdiction
The laws of England and Wales shall govern the Contract and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.
- Data Protection
15.1 In this condition 15, the following terms shall have the following meanings:
15.1.1 “Data Controller”: has the meaning given to it by GDPR;
15.1.2 “Data Processor”: has the meaning given to it by GDPR;
15.1.3 “Data Protection Laws”: in relation to any Personal Data which is Processed in the performance of the Contract, the Data Protection Act 1998 and EU Data Protection Directive 95 / 46 / EC (prior to 25 May 2018), the General Data Protection Regulation (EU 2016/679) (“GDPR”) (on and after 25 May 2018), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority;
15.1.4 “Data Subject”: has the meaning given to it by GDPR;
15.1.5 “Personal Data”: has the meaning given to it by GDPR, and relates only to personal data, or any part of such personal data, in respect of which the Company is providing services under this Contract;
15.1.6 “Personal Data Breach”: has the meaning given to it by GDPR;
15.1.7 “Process” and “Processing”: has the meaning given to it by GDPR;
15.1.8 “Special Categories of Personal Data”: those categories of data listed in Article 9(1) GDPR; and
15.1.9 “Supervisory Authority”: means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws.
15.2 The Parties acknowledge that, for the purposes of Data Protection Laws, either:
15.2.1 one party is the Data Controller and the other is the Data Processor of any Personal Data; or
15.2.2 each of the Client and the Company is a Data Controller of any Personal Data, and the parties shall act as joint Data Controllers in respect of such Personal Data; as set out in the Contract, where the scope, nature and purpose of Processing shall be set out, the duration of the Processing, the types of Personal Data subject to Processing, and the categories of Data Subject; .
15.3 Each Party confirms that it holds, and during the term of this Contract will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of the obligations under this Contract.
15.4 Each Party confirms that, in the performance of this Contract, it will comply with Data Protection Laws.
15.5 Each Party will notify the other Party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either Party’s obligations under this Contract.
15.6 To the extent that one party acts as a Data Controller and one as a Data Processor, the following provisions shall apply;
15.6.1 The party acting as Data Processor (“DP”) will:
(a) Process Personal Data only on documented instructions from the other party (“DC”), unless required to do so by Data Protection Laws or any other applicable law to which the DP is subject; in such a case, the DP shall inform the DC of that legal requirement before Processing, unless that law prohibits the DP to so inform the DC;
(b) ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(c) take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing;
(d) ensure that any such subcontractor the DP commission complies with the provisions of this condition 15 as if it was a party to this Contract;
(e) taking into account the nature of the Processing, assist the DC by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the DC’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Laws, to the extent that such requests relate to this Contract and the DP’s obligations under it;
(f) assist the DC in ensuring compliance with the DC’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing the Personal Data and the information available to the DP;
(g) at the DC’s option, in each case to the extent practicable and still in DP’s possession, delete or return all the Personal Data to the DC after termination of this Contract or otherwise on the DC’s request, and delete existing copies (to the extent practicable) unless applicable law requires the DC’s ongoing storage of the Personal Data; each party acknowledges that the other has a data retention policy which will mean that certain Personal Data will be deleted from time to time and therefore will no longer be in its possession; the Client acknowledges that where it requests the return of Personal Data, depending on the scope of this, there may be a reasonable charge made by the Company;
(h) make available to the DC all information necessary to demonstrate the DP’s compliance with this condition 5, and allow for and contribute to audits, including inspections, conducted by the DC or another auditor mandated by the DC; such access shall be on reasonable notice and shall exclude access to information where a duty of confidentiality is owed to a third party, and shall cause the minimum amount of disruption; and
(i) inform the DC immediately if, in the DP’s opinion, an instruction from the DC infringes (or, if acted upon, might cause the infringement of) Data Protection Laws.
Provided that the Company shall be entitled to charge a reasonable amount for fulfilment of its obligations above where the nature of what is required is greater than anticipated taking into account the Services being provided.
15.6.2 The DC shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Laws. The DP will provide the DC with reasonable assistance, where necessary and upon the DC’s request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
15.6.3 It is the DC’s responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.
15.6.4 The DC shall ensure that:
(a) the DC is able to justify the Processing of Personal Data in accordance with Article 6(1) of the GDPR (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that the DC has recorded or documented this in accordance with the record keeping requirements of the GDPR;
(b) where Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the GDPR applies to that Personal Data before Processing takes place;
(c) where Article 9(2) of the GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to the DP; and
(d) the DC has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the DP for the duration and purposes of this
15.6.5 In the event that the DP:
(a) complies with the DC’s instructions in respect of Processing, the DP shall not have any liability (subject to condition 10.3 and any other liability that cannot be limited or excluded at law) for any damage caused by Processing that Personal Data, or for any consequences in the event that such Processing otherwise infringes Data Protection Laws, to the extent that such damage or consequences result from the DP’s’s compliance with such instructions; and/or
(b) refuses to comply with the DC’s instructions in respect of Processing due to concerns that compliance will cause a breach of Data Protection Laws, the DC shall not have any liability (subject to condition (subject to condition 10.3 and any other liability that cannot be limited or excluded at law)) for any failure to follow such instructions.
15.7 To the extent that each party acts as a Data Controller, the following provisions shall apply;
15.7.1 Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Personal Data collected by the Data Discloser for the purposes set out in the Contract.
15.7.2 Any material breach by either party of the obligations placed on Data Controllers under Data Protection laws shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Contract with immediate effect.
15.7.3 Each party shall:
(a) give full information to any Data Subject whose Personal Data may be Processed under this Contract of the nature such Processing, including (without limitation) notice that, on the termination of this Contract, Personal Data relating to that Data Subject may be retained by or, as the case may be, transferred to the other party;
(b) Process the Personal Data only as set out in the Contract;
(c) not disclose or allow access to the Personal Data to anyone other than its employees, agents or subcontractors;
(d) ensure that all recipients of Personal Data are subject to written contractual obligations concerning the Personal Data (including, without limitation, obligations of confidentiality) which are no less onerous than those imposed by this Contract;
(e) 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;
(f) not transfer any personal data outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint Data Controller); and
(ii) ensures that the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR, that there are appropriate safeguards in place pursuant to Article 46 GDPR, or one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
15.7.4 Each party shall give reasonable assistance to the other party in complying with all applicable requirements of the Data Protection Laws. In particular, each party shall:
(a) consult with the other party about any notices given to Data Subjects in relation to the Personal Data;
(b) promptly inform the other party about the receipt of any Data Subject access request;
(c) provide the other party with reasonable assistance in complying with any Data Subject access request;
(d) not disclose or release any Personal Data in response to a Data Subject access request without first consulting the other party wherever practicable;
(e) assist the other party, at the cost of the other party, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with any Supervisory Authority;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Laws;
(g) at the written direction of the Data Discloser, to the extent practicable and still in its possession, delete or return Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law to store the Personal Data; the Client acknowledges that the Company has a data retention policy which will mean that certain Personal Data will be deleted from time to time and therefore will no longer be in its possession; the Client acknowledges that where Personal Data is to be returned, depending on the scope of this, there may be a reasonable charge made by the Company;
(h) maintain complete and accurate records and information to demonstrate its compliance with this condition 15.7; and
(i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws.
15.8 Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses, and all other reasonable professional costs and expenses, suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Laws or this condition 15 by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, and reasonable assistance in dealing with the claim, whilst the indemnifying party shall have full control of the conduct of the claim. The liability of the indemnifying party under this condition 15.8 shall be subject to an aggregate cap on liability of £2 million.
Updated: May 2018
If you have any questions about these Conditions of sale, please write to the Company by email to firstname.lastname@example.org or by post to:
Join the Dots (Research) Limited
51 Lever Street