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ADVERTISEMENT TERMS & CONDITIONS

Adventure Connections Limited - PARTNER TERMS

  1. Interpretation

    The following definitions and rules of interpretation apply in these Conditions.

    • Definitions:
    • AC: Adventure Connections Limited registered (t/a Office Christmas) in England and Wales with company number 06293444 and with registered office at 4 Mason’s Yard, 177 Westbourne Street, Hove, BN3 5FB.
    • AC Customer(s): all customers of AC introduced to the Partner and to whom the Partner provides the Services under the Contract.
    • AC Materials: has the meaning set out in clause 4(j).
    • Advert(s): the pictures, words and/or illustrations designed and owned by the Partner and submitted for AC to publish as part of the Advertising Services;
    • Advertising Services: means the services to be provided by AC to the Partner in respect of publicising and advertising events or other leisure activities offered by the Partner as confirmed in an Order.
    • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    • Charges: the charges payable by each party to the other for the Event Services and/or the Advertisement Services in accordance with clause 6 (Charges and payment).
    • Commencement Date: has the meaning given in clause 2.
    • Commission: the charges payable by the Partner to AC in respect of the Event Services provided to AC’s Customer(s)
    • Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
    • Contract: the contract between AC and the Partner for (i) provision of Event Services to AC Customer(s) by the Partner, (ii) payment of Charges by AC to the Partner for the Event Services, (iii) provision of Advertising Services by AC to the Partner and (iv) payment by the Partner to AC of Commission in respect of the Event Services and Charges in respect of the Advertising Services, all in accordance with these Conditions.
    • Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
    • Event Services: the services to be provided by the Partner to the relevant AC Customer under the Contract, as set out in an Order.
    • Mandatory Policies: AC's business policies and codes listed in Schedule 1.
    • Order: Either party's order for the supply of either Event Services or Advertising Services as applicable, as set out in the relevant order form, or in the written acceptance of the relevant party’s quotation, or overleaf, as the case may be.
    • Partner: the company or entity who provides the Event Services to AC Customer(s), and/or purchases Advertising Services as set out in the relevant Order.
    • Services: the Event Services and the Advertising Services.
      • Interpretation:
        • A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time;
        • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
        • A reference to writing or written includes email.
  2. Basis of contract
    • The Order constitutes an offer by one party to purchase either Advertising or Event Services to be provided to AC Customer(s) in respect of Event Services and to be provided to the Partner in respect of Advertising Services, all in accordance with these Conditions.
    • The Order shall be deemed to be accepted on the earlier of:
      • the relevant party issuing written acceptance of the Order; or
      • any act by the relevant service provider (the Partner for Event Services and AC for Advertising Services) consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
    • These Conditions apply to the Contract to the exclusion of any other terms that the Partner seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  3. Supply of Services
    • The Partner shall from the Commencement Date and for the duration of the Contract provide the Event Services to AC’s Customer(s) and pay to AC the relevant Commission in respect of the Event Services in accordance with the terms of the Contract.
    • AC shall from the Commencement Date and for the duration of the Contract provide the Advertising Services to the Partner and the Partner shall pay to AC the relevant charges in respect of such Advertising Services.
    • The Partner shall meet any performance dates for the Event Services specified in the Order or that AC notifies to the Partner and time is of the essence in relation to any of those performance dates.
    • In providing the Event Services, the Partner shall:
      • co-operate with AC in all matters relating to the Event Services, and comply with all reasonable instructions of AC;
      • perform the Event Services with the best care, skill and diligence in accordance with best practice in the Partner's industry, profession or trade;
      • use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Partner's obligations are fulfilled in accordance with the Contract;
      • ensure that the Event Services will conform with all descriptions, standards and specifications set out in the Order;
      • provide all equipment, tools and vehicles and such other items as are required to provide the Event Services;
      • use the best quality goods, materials, standards and techniques, and ensure that all goods and materials supplied and used in the Event Services will be free from defects in workmanship, installation and design;
      • obtain and at all times maintain all licences and consents which may be required for the provision of the Event Services;
      • comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Event Services, and with the Mandatory Policies;
      • observe all health and safety rules and regulations and any other security requirements that apply at any of the premises where Event Services are to be performed;
      • hold all specifications and data supplied by AC to the Partner (AC Materials) in safe custody at its own risk, and not dispose or use AC Materials other than in accordance with AC's written instructions or authorisation;
      • comply with any additional obligations as set out in the Order; and
      • at AC’s request, promptly deal with all complaints, queries and issues raised by AC Customer(s) in relation to the Event Services.
    • AC shall provide such necessary information for the provision of the Event Services as the Partner may reasonably request.
  4. AC remedies
    • If the Partner fails to perform the Event Services by the applicable dates, AC shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
      • to terminate the Contract with immediate effect by giving written notice to the Partner;
      • to refuse to accept any subsequent performance of the Event Services which the Partner attempts to make;
      • to recover from the Partner any costs incurred by AC in obtaining substitute services from a third party;
      • to require a refund from the Partner of sums paid in advance for Event Services that the Partner has not provided; and
      • to claim damages for any additional costs, loss or expenses incurred by AC which are in any way attributable to the Partner's failure to meet such dates.
    • If the Partner has supplied Event Services that do not comply with the requirements of clause 4(d) then, without limiting or affecting other rights or remedies available to it, AC shall have one or more of the following rights:
      • to terminate the Contract with immediate effect by giving written notice to the Partner;
      • to require the Partner to provide repeat performance of the Event Services, or to provide a full refund of the price paid for the Event Services;
      • to refuse to accept any subsequent performance of the Event Services which the Partner attempts to make;
      • to recover from the Partner any expenditure incurred by AC in obtaining substitute services or deliverables from a third party; and
      • to claim damages for any additional costs, loss or expenses incurred by AC arising from the Partner's failure to comply with clause 4(d).
    • These Conditions shall extend to any substituted or remedial services provided by the Partner.
    • AC's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
  5. Supply of the Advertising Services
    • AC shall:
      • Use reasonable endeavours to provide the Advertising Services in a timely manner in accordance with timescales agreed in the Order;
      • Comply with all applicable laws, regulations, and codes of practice as may be in force or apply to the Advertising Services at the time of performance;
      • Promptly notify the Partner of any circumstance that may materially delay or otherwise affect performance of the Advertising Services; and
      • Perform the Advertising Services in accordance with this Agreement and with skill care and diligence, in accordance with industry practice.
    • Subject to planned maintenance (of which the Partner shall receive reasonable notice wherever possible) and any unforeseen outages caused by circumstances outside AC’s control, AC warrants that the Website shall be available for not less than 99% of the applicable time.
    • AC shall have no liability in respect of the content of any advertisement placed by the Partner.
    • The Partner warrants that:
      • the contents of all Advert(s) shall be true, accurate and compliant with all applicable laws, regulations, standards and applicable codes of practice;
      • the Advert(s) do not and shall not infringe the intellectual property rights of any third party; and
      • the Partner has the right to disclose all information and materials it has disclosed to AC (and any it will disclose in future) and that AC is entitled to retain such information and materials for the purpose of this Agreement.
    • The Partner shall promptly provide AC with:
      • contact details of the key individual responsible for dealing with enquiries to your website (and update such details as when necessary to ensure accuracy); and
      • all information, details, documents and confirmations as it may reasonably request for the performance of the Advertising Services and/or AC’s obligations pursuant to this Agreement.
    • The Partner shall attend all reviews meetings called on reasonable notice by AC in respect of the Services (provided that such meetings shall not be called more than once a quarter unless both parties mutually agree otherwise).
    • AC reserves the right to suspend the Advertising Services at any time during the Contract if:
      • AC reasonably believes that the Advert(s) infringe the intellectual property rights of any third Party, or is in any way unlawful, immoral or, in AC’s sole opinion, inappropriate for publication; or
      • the Partner is in breach of any part of this Agreement; or
      • AC reasonably believes that publication of the Advert(s) may result in any form of legal claim, action or proceedings by any third party.
    • If after publication the Advert is found to be in breach of any clause of this Agreement, the Advert will be removed and all Charges paid for Advertising Services will be retained by AC.
    • Upon receipt of payment of the relevant charges by AC in respect of a particular Advert AC shall notify the Partner of the relevant publish date. Please note that any such publish date is approximate and conditional upon the following:
      • Partner’s compliance with the terms of this Agreement;
      • supply by the Partner of all information reasonably requested by AC;
      • agreement between AC and the Partner of all commission terms for bookings in respect of Event Services;
      • the Partner being up to date with all payments due under this Agreement.
    • No guarantee is offered in respect of bookings as a result of the Advert being placed with us and irrespective of whether any resulting bookings are made via AC, any resulting bookings made are contracts between the Partner and the relevant third party. AC shall not be liable in respect of any booking made by third parties as a result of the Advertising Services.
  6. Charges, Commission and payment
    • The Charges for the Event Services payable by AC shall be set out in the Order, and shall be the full and exclusive remuneration of the Partner in respect of the performance of the Event Services. Unless otherwise agreed in writing by AC, the Charges shall include every cost and expense of the Partner directly or indirectly incurred in connection with the performance of the Event Services.
    • The Commission payable by the Partner to AC in respect of Charges/Services shall be calculated in accordance with the then current commission rates agreed between AC and the Partner, or as confirmed in the relevant Order. Commission will be debited from the final partner invoice to the value of the agreed commission, this speeds up commission payments, reduces administration and any additional late payment charges.
    • The Partner shall invoice AC and subject to the remainder of this clause 6, AC shall pay the Partner in respect of the Event Services in accordance with the specific terms set out in the Order and these Conditions. Where there is a conflict between the terms of the Order and these Conditions, the terms of the Order shall prevail.
    • Charges will not be paid by AC to the Partner in respect of Event Services:
      • the subject of a complaint, dispute or other issue, unless and until the same is resolved; or
      • not performed with due care and skill or otherwise in breach of these Conditions.
    • The Partner shall invoice AC on completion of the Event Services. Each invoice shall include such supporting information required by AC to verify the accuracy of the invoice, including the relevant order number.
    • Commission in respect of each invoice shall be paid either:
      • By way of set-off in respect of the relevant invoice payable to the Partner pursuant to clause 6.5; or
      • By bank transfer from the Partner to AC upon completion of the relevant Event Services.
    • The parties shall agree Commission rates in advance of acceptance of an Order. The Partner shall promptly provide all relevant financial data relating to Commission and bookings as AC reasonably requests from time to time.
    • Unless the Order specifies otherwise, AC shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Partner.
    • The Partner hereby acknowledges that the AC Customer(s) may be Consumers and as a result may have various rights by law. The Partner hereby agrees to comply with all such laws and to work with AC in respect of refunds and/or resolutions to any issues or disputes. Specifically, the Partner agrees that AC shall not be obliged to pay the Partner for Event Services in respect of which AC has not been paid by the relevant AC Customer(s) (and, accordingly, in such event no Commission shall be payable to AC in respect of the same).
    • The Charges for the Advertising Services payable by the Partner shall be set out in the Order, and shall be paid to AC within fourteen (14) days of receipt of an invoice from AC.
    • All amounts payable by either party under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by either party, the payer shall, on receipt of a valid VAT invoice from the payee, pay to the payee such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    • If either party fails to make a payment due under the Contract by the due date, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • AC may at any time, without notice to the Partner, set off any liability of the Partner to AC against any liability of AC to the Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by AC of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
    • Partner herby agrees to adhere to AC’s “Price Promise Policy”: Partner agrees that is will not reduce any prices in respect of Events from the prices originally supplied to AC howsoever a client contacts the Partner (whether via another website or another company). If any such reduction does occur, Partner agrees to honour the originally stated price and pay AC the commission due to AC pursuant to this Agreement regardless of any price reduction.
  7. Restriction
    • The Partner shall not at any time approach the AC Customer(s) directly in respect of any Contract or the Services. If an AC Customer places an Order with the Partner directly, the Partner shall pay Commission to AC at the then current rate in respect of all such Orders.
  8. Intellectual Property Rights
    • Each party shall remain owner of all and any intellectual property rights owned and vested in it at the date of this Agreement.
    • The Partner grants a licence to AC to reproduce and publish the Advert and all content therein for the purpose of performing the Advertising Services and all related obligations under this Agreement.
    • The Partner shall indemnify AC against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AC arising out of or in connection with:
      • any claim brought against AC for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Event Services and/or the Advert, and/or any materials provided to AC by the Partner for performance of the Advertising Services (excluding AC Materials); and
      • any claim made against AC by a third party (including but not limited to AC Customer(s)) arising out of, or in connection with, the supply of the Event Services or the Advertising Services or any materials provided to AC by the Partner for performance of the Advertising Services.
    • This clause 8 shall survive termination of the Contract.
  9. Liability
    • Nothing in this clause 9 shall limit either party’s payment obligations under this Agreement.
    • Nothing in this Agreement limits any liability which cannot legally be limited including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • any other liability that may not lawfully be limited or excluded.
    • Subject to the remainder of this clause 9 the total liability of the Partner for any claim arising out of or in connection with this Agreement shall be limited to the total Charges payable by AC in respect of Event Services under this Agreement in the twelve months immediately preceding such claim.
    • Subject to the remainder of this clause 9 the total liability of AC for any claim arising out of or in connection with any Order(s) for Advertising Services shall be limited to the total Charges paid by the Partner for such Advertising Services in respect of the relevant Order(s). The total liability of AC for all claims arising out of in in connection with this Agreement shall not exceed the total Charges paid to AC for the duration of this Agreement.
    • Subject to the remainder of this clause 9, neither party shall be liable for:
      • Loss of profits.
      • Loss of sales or business.
      • Loss of agreements or contracts.
      • Loss of use or corruption of software, data or information.
      • Loss of or damage to goodwill.
      • Indirect or consequential loss.
  10. Data protection
    • The parties shall comply with their data protection obligations as set out in Schedule 2 (Data protection).
  11. Insurance
    • During the term of the Contract and for a period of 3 years thereafter, the Partner shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on AC's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
  12. Termination
    • Without limiting or affecting any other right or remedy available to it, AC may terminate the Contract:
      • with immediate effect by giving written notice to the Partner if:
        • there is a change of control of the Partner; or
        • the Partner's financial position deteriorates to such an extent that in AC's opinion the Partner's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        • the Partner commits a breach of clause 4(h),
      • for convenience by giving the Partner at least three (3) months' written notice.
    • Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
    • Contract for provision of Advertising Services which are stated on the Order as fixed term shall automatically expire on expiry of the stated fixed term.
  13. Consequences of termination
    • On termination of the Contract for any reason or on expiry, the Partner shall immediately return all AC Materials.
    • Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
    • AC reserves the right in respect of any Adverts to:
      • re-direct any traffic accrued using a 301 re-direct to any page of our choosing;
      • use any page enquiries accrued after the termination period as AC sees fit;
      • remove (or keep) any advertised pages post-termination as AC sees fit.
  14. General
    • Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party. If the contract is terminated pursuant to this clause 14.1 the Partner shall promptly refund to AC all monies paid to it in respect of the Services.
    • Covid-19. The parties shall follow all Government guidance and laws in relation to Covid-19 (“Covid-19 Restrictions”). Where Covid-19 Restrictions prohibit the Event Services from being performed, or in AC’s reasonable opinion the Event Services will be significantly affected by the Covid-19 Restrictions, then the Partner shall at AC’s sole discretion either:
      • transfer the Event Services to an alternative, mutually acceptable date; or
      • promptly provide a full refund to AC (and/or AC Customer(s)) of all monies paid to the Partner up to the date without deduction.
    • Assignment and other dealings.
      • AC may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of AC.
      • The Partner agrees and undertakes that other than providing the Event Services, it shall not contact or deal with any AC Customer directly without AC’s explicit consent.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.4(c).
      • Each party may disclose the other party's confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 4; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deemed deleted under this clause 14.8 , the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provisions.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified on its website as the principal email contact.
      • A notice or other communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause 9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • Third party rights.
      • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • The Partner agrees to AC using Partner’s name and logo on AC’s website and in promotional materials for publicity purposes.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
    • Mandatory Policies
      • Slavery and Human Trafficking Statement.
      • Anti-Bribery and Anti-Corruption Policy.
      • Data and Privacy Policy.

Schedule 2 – Data protection

  • Agreed Purposes: For performance of the Services, for safety purposes, for management of the Services.
  • Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
  • Data Discloser: a party that discloses Shared Personal Data to the other party.
  • Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
  • EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
  • UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
  • Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
  • Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
    • Name, Email, Telephone Number(s) and Address
    • Relevant Health and Allergy Data
    • Payment details
  • Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
  • Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
  • Particular obligations relating to data sharing. Each party shall:
    • ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    • give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    • process the Shared Personal Data only for the Agreed Purposes;
    • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
    • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
    • not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
  • Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    • consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    • promptly inform the other party about the receipt of any data subject rights request;
    • provide the other party with reasonable assistance in complying with any data subject rights request;
    • not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
    • 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 Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
    • notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
    • at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
    • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    • maintain complete and accurate records and information to demonstrate its compliance with this clause 13; and
    • 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 Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
  • Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) 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 Legislation 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, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

We reserve the right to alter and change these terms without notice.

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