TERMS AND CONDITIONS FOR GDPR DIY COMPLIANCE PACK (“the pack”)
- 1. Definitions and Interpretation
- 1.1.The following definitions and rules of interpretation apply to these Terms:
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: confidential information in whatever form relating to your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of the pack in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the pack in any form, including computer programs, data, reports and specifications (including drafts).
Fees: the amounts payable by you to Linkilaw in consideration of the pack..
The Pack: the contractual agreements that we are providing to you as set out in clause 3 and as agreed in writing.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
We/us: Linkilaw Limited with our registered office at Work Hubs, 105a Euston Street, NW1 2EW, a company registered in England & Wales under company number 10007785.
Writing or written: includes email.The headings do not affect the interpretation of these Terms
- 1.2.A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- 1.3.Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
- 2.Basis of Agreement
- 2.1.These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
- 2.2.These Terms shall become binding on you and us and a contract shall be formed between us upon receipt of full payment of the Fees for the pack (“Contract”) and shall continue unless and until terminated in accordance with clause 11 below.
- 2.3.Any quotation for the GDPR Pack is given on the basis that a binding contract shall only come into existence in accordance with clause 2.2.
- 3.The GDPR Pack
- 3.1.In consideration of payment of the Fees, Linkilaw shall provide you with the pack which includes the following:
- 3.1.1.List of GDPR Definitions
- 3.1.2.Comply with the Privacy and Electronic Communications Regulation aka “Getting Consent”
- 3.1.3.Compliance checklist
- 3.1.4.Legitimate interests information and checklist
- 3.1.5.Anonymisation and Pseudonymisation
- 3.1.6.Breach notification process
- 3.1.7.Marketing compliance checklist
- 3.1.8.Responding to a subject access request
- 3.1.9.Data retention policy
- 3.1.10.Data recording guidelines
- 3.2.All materials in the pack are drafted on the basis of English law only and we make no representation that they will be compliant in any other jurisdictions.
- 3.2.1.You hereby hold Linkilaw Ltd, its Employees and Consultants harmless if any liability arises in conjunction with the use of the GDPR Pack (or any of the materials included within it) in any other jurisdiction.
- 3.3.The pack in no way constitutes legal advice and neither Linkilaw nor any of its staff are giving advice on the basis of your individual circumstances. If you require advice of this nature, we would be happy to connect you with a solicitor who is regulated by the SRA and able to provide such advice.
- 3.4.Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures do not form part of the Contract and are for illustration purposes only.
- 4.Our Obligations
- 4.1.The pack has been drafted with all due care, skill and ability but it provides, by its general nature, generic advice that is not to be assumed as specific to any one situation and/or organisation.
- 4.2.We take all reasonable steps to ensure that the information provided in the pack is up-to-date and accurate but we are not liable for any claims arising out of such information being out-of-date or otherwise inaccurate.
- 4.3.You hereby acknowledge and agree that we will process your personal data as part of providing the pack to you.
- 5.Fees & Payment
- 5.1.The charge for the pack is £147
- 5.2.We will invoice you for the fixed price in advance of delivering the pack
- 5.3.All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
- 6.Cancellation and Termination
- 6.1.We do not offer a refund with this product however, in the event you are unhappy with any element of this compliance pack, please contact our GDPR team : email@example.com
- 7.Other Activities
- 7.1.Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.
- 8.Confidential information and our materials
- 8.1.We acknowledge that in the course of providing the pack we will have access to Confidential Information. We shall not (except in the proper course of our duties) use or disclose to any third party any Confidential Information.
- 8.2.You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.
- 8.3.The restrictions in clauses 11.1 and 11.2 do not apply to:
- a)Any use or disclosure required by law or authorised by the party to whom the information relates; or
- b)Any information which is already in, or comes into the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
- 8.4.All documents, materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
- 9.Data protection
- 9.2.You consent to our making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or any part of our business.
- 9.3.You consent to the transfer of such information to our business contacts as necessary to provide any services to you, including the pack (such as server hosts) outside the European Economic Area.
- 10.Intellectual property
- 10.1.We are the owner or the licensee of all Intellectual Property Rights and all other rights in the GDPR Compliance DIY Pack and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the pack. We grant you a limited, non-exclusive, non-transferable, non-sublicensable revocable licence to use all or any of the documents created for the purposes for which the pack was provided only.
- 10.2.You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us for the purposes of the provision of the pack.
- 10.3.You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
- 10.4.You are not permitted to copy, reproduce, publish, share, sell, dispose of, distribute or otherwise make available in any way the materials included in the pack to third parties under any circumstances except as provided for in this document.
- 10.5.You are not permitted to use any of our intellectual property rights except where we have granted you a license to do so.
- 10.6.The provisions of this clause survive the termination of this contract.
- 11.1.Notwithstanding the provisions of clause 2, we may terminate this Contract by giving written notice to you for any reason without liability to provide any further services to you.
- 11.2.You may terminate this Contract if we commit any serious or repeated material breach of this Contract and such breach is not remedied within 14 days of notification of specified breach.
- 11.3.Notwithstanding the provisions of clause 2 or clause 14.1, we may terminate this Contract with immediate effect without liability to provide any further services to you if at any time you:
- a)fail to make a payment when due and payable under this Contract;
- b)you commit any gross misconduct affecting our business;
- c)you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
- d)you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
- e)you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests;
- f)an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;
- g)an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
- h)a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
- i)you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or
- j)you cease, or threaten to cease, to trade; or
- k)you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
- l)being an individual, you are subject to a bankruptcy order or are made bankrupt.
- 11.4.Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
- 11.5.We shall not be obliged to retain documents and information relating to you after termination of this Contract.
- 12.Obligations on termination
- 12.1.On termination of this Contract you shall immediately pay to us any unpaid fees or other sums already payable under this Contract. Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
- 13.1.Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or any subcontractor, employee, or consultant of Linkilaw your employee, solicitor, worker, agent or partner and we shall not hold ourselves out as such.
- 14.Limitation of Liability
- 14.1.Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by any of our employees, agents, consultants or subcontractors).
- 14.2.If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
- 14.3.We shall not be responsible for, nor can we offer any guarantee of, the validity of any clauses that you add/amend to the document once you get access to the pack..
- 14.4.In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
- 14.5.All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
- 14.6.This clause 14 shall survive termination of the Contract.
- 15.1.All notices sent by you to us must be sent by email to firstname.lastname@example.org. We may give notice to you at either the email you provide to us in the initial agreement or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an email is sent. In proving the service of any notice, it will be sufficient to prove that the email was sent to the specified email address of the addressee.
- 16.Assignment and subcontracting
- 16.1.We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
- 16.2.You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
- 17.Entire Agreement
- 17.1.This document constitutes the entire agreement between us and supersedes any previously existing documents or arrangement, understanding or agreement of any kind between us relating to the GDPR Compliance DIY Pack.
- 18.1.If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
- 18.2.No failure or delay by us to exercise any right or remedy provided under these Terms 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.
- 18.3.Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
- 18.4.A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
- 18.5.These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.