TINKLE TELECOM LTD
NO CONTRACT AGREEMENT
Last Updated: 30/11/2020
TERMS AND CONDITIONS FOR THE SUPPLY OF CLOUD BASED TELEPHONE SERVICES
These terms and conditions in conjunction with all documents provided to you by the Supplier, must be read and agreed by the customer and accepted as they are defined below in order to obtain the Deliverables. You hereby agree to these terms and conditions if you are using or accessing any of the Suppliers Deliverables. If you do not accept these terms and conditions please do not use any part of the Deliverables supplied by the Supplier.
If you have also purchased broadband services, please refer to the terms and conditions provided for information relating to that service.
In the event that you begin the sign-up process but fail to complete we may contact you to help you finish the process successfully. By providing us your contact details during this process you hereby authorise us to make contact with you.
IMPORTANT SERVICE INFORMATION:
THE CUSTOMER MUST HAVE ACCESS TO AND MAINTAIN A SUFFICIENT INTERNET CONNECTION TO USE THIS SERVICE. IT IS YOUR OBLIGATION TO CHECK THAT YOU HAVE SUFFICIENT CONNECTION. YOUR ATTENTION IS DRAWN TO CLAUSE 7 BELOW.
999 CALLS ARE NOT SUPPORTED BY THIS SERVICE. IF YOU MAKE A 999 CALL YOU MAY BE CONNECTED TO AN OPERATIVE, HOWEVER THEY ARE UNLIKELY TO BE ABLE TO TRACE YOUR LOCATION. IT IS POSSIBLE THAT THE CALL MAY NOT CONNECT AT ALL.
Tinkle Telecom Ltd is a company specialising in cloud communications and connectivity for business. We offer a self-service business communications platform that is supported alongside a selection of IP devices and internet services.
1 Definitions and interpretation
1.1 In these Conditions, the following definitions apply:
|Affiliate||means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;|
|Business Day||means a day other than a Saturday, Sunday or bank or UK public holiday|
|Conditions||means the Supplier’s terms and conditions of sale set out in this document;|
|Confidential Information||means any commercial, financial or technical information, information relating to the Deliverables, plans, , know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;|
|Contract||means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;|
|Controller||shall have the meaning given in applicable Data Protection Laws from time to time;|
|Customer||means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order;|
|Data Protection Laws|
means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
|Data Subject||shall have the meaning in applicable Data Protection Laws from time to time;|
|Deliverables||means the Goods or Services or both as the case may be;|
|Force Majeure||means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;|
|GDPR||means the General Data Protection Regulation, Regulation (EU) 2016/679;|
|Goods||means the goods and related accessories and other physical material set out in the Order and to be supplied by the Supplier to the Customer;|
|International Organisation||has the meaning given in the applicable Data Protection Laws from time to time;|
|Location||means the address for delivery of the Goods and performance of the Services as set out in the Order;|
|Order||means the Customer’s order for the Deliverables in substantially the same form as set out in the Customer’s order form;|
|Personal Data||has the meaning given in the applicable Data Protection Laws from time to time;|
|Personal Data Breach||has the meaning given in the applicable Data Protection Laws from time to time;|
|Price||has the meaning given in clause 3.1;|
|Processing||has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);|
|Processor||has the meaning given to it in applicable Data Protection Laws from time to time;|
|Protected Data||means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;|
|Services||means the services set out in the Order or understood by the parties to be included in the Services and to be supplied by the Supplier to the Customer;|
|Specification||means the description or specification of the Deliverables set out or referred to in the Order;|
|Sub-Processor||means any agent, subcontractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;|
|Supplier||means Tinkle Telecom Limited whose registered company number is 11117564;|
|Supplier Personnel||all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and|
|VAT||means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.|
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
2.5 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.5.1 the Supplier’s written acceptance of the Order; or
2.5.2 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.6 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
2.7 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3.1 The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier’s scale of charges as advised by the Supplier and received and acknowledged by the Customer before the date the Order is made (Price).
3.2 The Prices are exclusive of VAT. The Customer shall pay the applicable VAT to the Supplier as per the valid VAT invoice which will be included within the Order.
3.3 The Supplier may increase the Prices at any time by giving the Customer not less than 28 Business Days’ notice in writing.
3.4 The Customer’s chosen tariff will be confirmed in the Order.
4.1 The Customer shall pay the first months’ Services at the point of purchase. An invoice will be provided at this time.
4.2 As a part of the on boarding process, the Supplier will contact the Customer to complete the purchase, and set up a Direct Debit.
4.3 Thereafter, the Supplier shall invoice the Customer on a monthly basis in advance for a months’ Services.
4.4 The Customer shall pay all invoices:
4.4.1 monthly in advance;
4.4.2 by Direct Debit; and
4.4.3 in full without deduction or set-off.
5 Customer Obligations and Fair Use Policy
5.1 The Customer shall not use the Service for;
5.1.1 automated calling or auto-dialling;
5.1.2 high volume or excessive calling;
5.1.3 any purpose that the Supplier (at its discretion) would deem unreasonable; or
5.1.4 any purpose which would breach any legislation or be considered unlawful.
5.2 The Customer agrees and understands:
5.2.1 that any call recordings made on Tinkle Unlimited or Tinkle Anywhere will be purged after 7 years from the date the recording was made;
5.3 The Customer must not:
5.3.1 impersonate any other person;
5.3.2 make unsolicited calls; or
5.3.3 use the Service other than for personal and business use.
6 Tariffs / Credit limit
6.1 The Supplier will display its tariffs on its website.
6.2 The Customer should refer to the website for information relating to the tariff they have ordered.
6.3 If the Customer has ordered any unlimited package, the limits will be displayed on the tariff.
6.4 The Supplier may amend the tariff by providing no less than 28 days’ notice to the Customer. Such amendments to be reasonable.
6.5 The Customer accepts that the maximum amount of call credit available in a 24 hour period is £50 per user. Should a user on any tariff reach this threshold, The Supplier will debit the full amount outstanding on the following day to bring the account balance back to £0.00.
6.6 The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
7 Delivery, performance and service conditions
7.1 The Goods shall be delivered by the Supplier to the Location on the date(s) specified in the Order.
7.2 The Services shall be performed by the Supplier as specified in the Order, subject to the following:
7.2.1 The Customer having sufficient internet connection (a minimum of 100 kilobits per second up and down per call is required). It is the Customers responsibility to check there is a sufficient internet connection, if unsure, the Supplier can carry out a free check.
7.2.2 The Customer having the required operating software to support the Services. The supported operating software will be displayed on the Suppliers website. All recent Apple devices and Android devices are supported, also all recent Apple and Microsoft Windows laptops and desktops are supported. It is the Customers responsibility to check that they have access to supporting operating software, if unsure, the Supplier can be contacted for advice.
7.3 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
7.4 The Supplier shall not be liable for any delay in or failure of performance caused by:
7.4.1 the Customer’s failure to: (i) make the Location available, (ii) prepare the Location as required for the Deliverables or (iii) provide the Supplier with adequate instructions for performance or delivery;
7.4.2 Force Majeure.
7.5 The Supplier does not warrant that the Service will be error free, virus free, or that it will operate without disruption.
7.6 999 CALLS ARE NOT SUPPORTED BY THIS SERVICE. IF YOU MAKE A 999 CALL YOU MAY BE CONNECTED TO AN OPERATIVE, HOWEVER THEY ARE UNLIKELY TO BE ABLE TO TRACE YOUR LOCATION. IT IS POSSIBLE THAT THE CALL MAY NOT CONNECT AT ALL.
7.7 The Customer may request number porting by contacting the Supplier. Where there are no porting restrictions from the losing provider, the Supplier will use best endeavours to facilitate the request.
7.8 The Customer may request a number allocation based on geographical location and/or preference. The Customer must contact the Supplier to arrange this.
7.9 All call restrictions are displayed on the Suppliers website. If for any reason they are not visible, the Customer should contact the Supplier directly.
7.10 All tariffs and prices are displayed on the Suppliers website. If for any reason they are not visible, the Customer should contact the Supplier directly.
7.11 The Customer can switch on and switch off call recording by logging in to the Tinkle account. The Supplier accepts no liability for any wrongful call recording, and recommends that the Customer takes legal advice before switching on call recording.
8.1 The Supplier warrants that, for a period of 6 months from delivery (the Warranty Period), the Goods shall:
8.1.1 conform in all material respects to any sample, their description and to the Specification;
8.1.2 be free from material defects in design, material and workmanship; and
8.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
8.3 The Customer warrants that it will keep the Supplier informed of up to date and valid contact details.
8.4 The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 8, provided that the Customer:
8.4.1 Notifies the Supplier not later than 5 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
8.4.2 such notice identifies in sufficient detail the nature and extent of the defects; and
8.4.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.
8.5 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
8.6 Except as set out in this clause 8 the Supplier gives no warranty and makes no representations in relation to the Deliverables.
8.7 We will not issue refunds for any reason for the Deliverables Tinkle Go, Tinkle Unlimited or Tinkle Anywhere, or any Deliverable directly related to the Tinkle platform including but not limited to, additions numbers.
9.1 For the purposes of this clause 9 the expressions ‘adequate procedures‘ and ‘associated with‘ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
9.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that
9.2.1 all of that party’s personnel;
9.2.2 all others associated with that party; and
9.2.3 all of that party’s subcontractors;
involved in performing the Contract so comply.
9.3 Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
9.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 9.
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
11 Limitation of liability
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 the Supplier’s total liability shall not exceed the Price.
11.3 the Supplier shall not be liable for consequential, indirect or special losses.
11.4 the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit;
11.4.2 loss of business;
11.4.3 loss or corruption of data;
11.4.4 loss of use;
11.4.5 loss of production;
11.4.6 loss of contract;
11.4.7 loss of opportunity;
11.4.8 loss of savings, discount or rebate (whether actual or anticipated);
11.4.9 harm to reputation or loss of goodwill; or
11.4.10 for any breach or delay that is caused by factors beyond the Suppliers control.
11.5 The limitations of liability set out in this clause 11 shall not apply in respect of any indemnities given by either party under the Contract.
11.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.6.1 death or personal injury caused by negligence;
11.6.2 fraud or fraudulent misrepresentation; or
11.6.3 any other losses which cannot be excluded or limited by applicable law.
12 Confidentiality and announcements
12.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the date of the Contract;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
12.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13 Processing of personal data
13.1 The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
13.2 The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
13.3 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, 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 any breach by the Customer of its obligations under this clause 13.
13.4 The Supplier shall:
13.4.1 only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the schedule and the Contract except to the extent:
(a) that alternative processing instructions are agreed between the parties in writing; or
(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
13.4.2 if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
13.5 The Supplier shall:
13.5.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the authorisation of the Customer;
13.5.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 13 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations;
13.5.3 remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
13.5.4 ensure that all persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
13.6 The Customer authorises the appointment of the following Sub-Processors:
13.7 The Supplier shall (at the Customer’s cost):
13.7.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Supplier; and
13.7.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
13.8 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Customer.
13.9 The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 13 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose.
13.10 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 13 shall survive termination or expiry of the Contract.
14 Force Majeure
14.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
14.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
14.1.2 uses best endeavours to minimise the effects of that event.
14.2 If, due to Force Majeure, a party:
14.2.1 is or shall be unable to perform a material obligation; or
14.2.2 is delayed in or prevented from performing its obligations for a total of more than 15 days in any consecutive period of 30 days.
15.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
15.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
15.1.2 the Customer commits a material breach of the Contract which is not remedied within 7 days of receiving written notice of such breach;
15.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 7 days after the Supplier has given notification that the payment is overdue; or
15.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
15.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
15.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
15.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
15.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
15.2.5 has a resolution passed for its winding up;
15.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
15.2.7 has a freezing order made against it; or
15.2.8 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
15.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 15 it shall immediately notify the Supplier in writing.
15.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
15.5 The Customer may terminate this Contract at any time by giving 1 months’ notice to the Supplier.
15.6 Upon termination, any telephone number in use by the Customer as part of the Service will no longer be assigned to the Customer. The Supplier cannot guarantee that this telephone number will be available to the Customer at a later date.
16.1 Any notice or other communication given by a party under these Conditions shall:
16.1.1 be in writing and in English;
16.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
16.1.3 be sent to the relevant party at the address set out in the Contract
16.2 Notices may be given, and are deemed received:
16.2.1 by hand: on receipt of a signature at the time of delivery;
16.2.2 by post: at 9.00 am on the second Business Day after posting if posting from within the United Kingdom; and
16.2.3 by email: on receipt of an email to the correct address.
16.3 All references to time are to the local time at the place of deemed receipt.
16.4 This clause does not apply to notices given in legal proceedings or arbitration.
17 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.
19 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
20 Entire agreement
20.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
22.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
23 Set off
23.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
23.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
25 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
27.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
27.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
28 Compliance with law
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
29 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and Part A of the schedule shall prevail.
30 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
31 Third party rights
31.1 Except as expressly provided for in clause 35.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
31.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
32 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Data processing details
Processing of the Protected Data by the Supplier under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part A of the schedule.
1 Subject-matter of processing:
To provision Services as set out in the Agreement to you as our customer.
2 Duration of the processing:
The term of our contract with you in accordance with this Agreement, until we delete that data in accordance with this Agreement.
3 Nature and purpose of the processing:
To provide our Services to you in accordance with this Agreement.
4 Type of Personal Data:
Data relating to Data Subjects who use our Services and data sent or provided to us through those Services with your authorisation, either by you or someone you have authorised.
5 Categories of Data Subjects:
Data relating to individuals provided to us by you or any person you authorise (or direct) to access or use the Services (or at your direction).