Terms & Conditions
General Terms & Conditions
These General Terms and Conditions (“Conditions”) apply between the business or entity requesting the provision of Digital Solutions (defined below) (the “Client”, “Company” or “you”); and
Sequel Agency Ltd, registered in England & Wales with number 12006205, whose principal place of business is at: Unit B, Elliott House, George Smith Way, Yeovil, Somerset BA22 8QR, with registered office at: 20 Ashwood Drive, Yeovil, Somerset BA21 5DZ (“us”, “we”, “Sequel”).
1. Introduction
These Conditions shall be read together with any Proposal agreed by us, and relate to the provision of one or a collection of Digital Solutions (Proposal and Digital Solutions being as defined below) and any additional or related services provided from time to time by us to the Client. In accepting the provision of Digital Solutions (which shall include, where applicable, payment of any initial sum or deposit, reflecting the first phase of any work to be carried out) the Client shall be deemed to have accepted these Conditions, whether they have signed a Contract with us or not.
2. Definitions
In these Conditions the following words and expressions shall have the following meanings:
“Change Request Form” means a form issued by Sequel to be completed by the Client seeking any change in scope for delivery of the agreed Digital Solutions;
“Charges” means the price and/or the charges payable by and due from the Client for the provision to it of the Digital Solutions, or each of them;
“Code” means the source code or any part of it, written in a programming language by or on behalf of Sequel, in relation to any of the Digital Solutions being provided to the Client;
“Company Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
“Company Personal Data” means any Personal Data Processed by a Processor on behalf of the Company under or in connection with the Contract;
“Contract” means any legally binding agreement for the provision of Digital Solutions made between the parties which shall be subject to, and shall be deemed to incorporate, these Conditions.
“Contracted Processor” means Sequel or any Sub-Processor;
“Data Protection Appendix” means the section of these Conditions with the heading Data Protection Addendum, setting out relevant obligations as necessary to comply with applicable Data Protection Laws;
“Data Protection Laws” means applicable data protection laws including the Data Protection Act 2018 and the UK GDPR and laws implementing or supplementing those regulations; references to Articles shall be to Articles of the UK GDPR;
“Deliverables” means the output produced and delivered to the Client, as a result of completion (or partial completion) of each applicable Digital Solution;
“Digital Solutions” means any or all of the services to be provided by Sequel as set out in the Proposal.
“Documents” includes, in addition to any document in writing, any plan, diagram, design, picture or other form(s) of media, in each case embodying information in any form;
“EEA” means the European Economic Area;
“Hourly Rate” means the applicable rate in £ sterling to be charged to the Client per hour for the work carried out, or to be carried out, where the Charges are to be calculated based on the number of hours spent and where such rate may be updated by us from time to time;
“In-put Material” means all information and materials (to include those contained in any Documents) provided by or on behalf of the Client relating to its business processes and method(s) of operation concerning its business functions, where in each case such processes and methods would reasonably be considered to be proprietary to it;
“Intellectual Property Rights” means all rights in the nature of intellectual property, including without limitation, all copyrights and related rights, trade marks and service marks, business and trade names, rights in logos and get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in inventions, rights to use and protect the confidentiality of confidential information (including trade secrets, know-how and Code where such Code is Pre-Existing Material), registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case which subsists now or in the future in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, and rights to apply for and be granted, renewals and extensions of, and rights to claim priority from, any such rights;
“Pre-Existing Material” means all information, materials and Code (a) owned by or licensed to us which existed prior to the commencement of us providing you with the relevant Digital Solution(s) or (b) created or used by us, in any form, but which is not In-put Material;
“Processor” means Sequel or a Sub-Processor;
“Proposal” means a written proposal for the Digital Solutions which may incorporate details of the Client’s requirements, aims, key terms, SLA commitments and relevant costs;
“Restricted Transfer” means a transfer of Personal Data from the Company or any Company Affiliate to a Processor or an onward transfer of Personal Data from one Processor to another Processor, or between two establishments of a Processor, in any such case where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of Standard Clauses for non-EEA Processors under clauses 6.2(c) or 12 of the Data Protection Appendix;
“SLA” means Sequel’s service level agreement, being the minimum level of commitment in relation to the delivery of Support Services, following the Client or a representative of the Client making a written support request and where such commitment(s) will be as set out under the Client’s Proposal, or where no such details have been included, will be on Sequel’s standard SLA terms, as applicable from time to time;
“Standard Clauses for non-EEA Processors” means the contractual clauses referred to in section 14.2 of the Data Protection Appendix, amended as indicated under that provision under section 13.4 of the same;
“Sub-Processor” means any person, including any third party and any Supplier Affiliate, but excluding an employee of Sequel or any of its sub-contractors) appointed by or on behalf of Sequel or any Supplier Affiliate to process Personal Data on behalf of the Company in connection with the Contract;
“Supplier Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Sequel, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
“Support Services” has the meaning given to it in condition 3.3;
“Term” means the period of time where Digital Solutions are to be provided on an ongoing basis, being not less than 12 (twelve) months, or otherwise shall mean the term of the Contract; and
“UK GDPR” has the meaning given to it under section 3(10) of the Data Protection Act 2018, as supplemented by section 205(4) of that act.
The terms “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervising Authority”, under these Conditions shall have the same meaning as in the UK GDPR and their related terms shall be construed accordingly.
For the purposes of condition 15 (data protection) and the Data Protection Appendix, references to the Supplier shall be to Sequel and where relevant also to each Supplier Affiliate and references to the Company shall where relevant also be to each Company Affiliate.
3. Provision of Digital Solutions
3.1 We will provide Digital Solutions to the Client, to the extent that we have agreed to provide those services; these Conditions shall be deemed to apply to that arrangement, whether or not the Client seeks or attempts to impose its own terms. A request for services shall only be binding on us if accepted, either in writing or by us issuing a signed version of the Contract or Proposal.
3.2 Provision of Digital Solutions will be by Sequel (or any appointed Sub-Processor) and the Client acknowledges that its relationship under these Conditions is with Sequel and not any particular representative.
3.3 Provision of Digital Solutions which involve ongoing technical support and/or maintenance, however described (“Support Services”) shall be on the basis of a retainer, delivered in line with our SLA and shall be for a minimum term of 12 (twelve) months duration, subject to termination for cause provided for under conditions 13.3 or 13.4. The Client acknowledges that a request for the provision of hosting will include updates and maintenance as part of a single package. In the event of any planned maintenance work, Sequel will give reasonable notice to the Client of any anticipated downtime, but the Client accepts and acknowledges that outages or similar in relation to third party hosting providers may result in unexpected downtime, outside of Sequel’s control.
3.4 Support Services shall include, as specified in any Proposal, patches and fixes to any software or Code and the provision of advice, information and support. Any request for support shall be via a ticket submission made by an authorised user, via phone, e-mail or online, via our support portal - the details being provided to you, following commencement of those Support Services. An authorised user means an individual accepted by Sequel as such on and from the date authorised and where their contact information has been confirmed in advance to Sequel for the purposes of using the ticketing system.
3.5 Any support queries/submissions should clearly state the priority of the issue, given the timeframe for acknowledgement and resolution of any issues will depend on the category of issue priority and whether response times based on our Standard Service or Premium Service have been agreed. Any submission for which the priority is not specified, will be deemed Normal priority, subject to the Normal level of response and resolution times, unless and until the authorised user clarifies or updates the ticket submission. If a reported fault arises and is related to a third-party service which is not the responsibility of Sequel, time incurred for the purposes of any resolution will be charged at our standard Hourly Rate, being not less than £100 plus VAT (value added tax). Issues may also be downgraded if Sequel deem the issue priority not as described.
3.6 Any date(s) indicated by us for the completion of all or any part of the Digital Solutions agreed to be provided, to include under any SLA, shall not be of the essence, being an indication of expectation only and any failure by us to meet any such expected date(s) shall not entitle the Client to treat the Contract as repudiated or otherwise seek damages related to any losses, including consequential losses (which are expressly excluded under these Conditions) or confer any right to rescind it or any related contract or arrangement with us.
3.7 The Client’s particular attention is drawn to the following Conditions: condition 4 (scope), condition 6 (warranties and understandings), condition 7 (intellectual property rights), condition 12 (consequences of late or non-payment), condition 14 (indemnity), condition 15 (data protection) and condition 16 (limit of liability).
3.8 The Client warrants that it has not been induced to enter in to a Contract as a result of any representation, statement or assurance made on or before the date of the Contract with Sequel and no such representation, statement or assurance shall be deemed to be incorporated in to a Contract; the Client accepts that any indication of the Digital Solutions contained in Sequel’s advertising or marketing materials, or online, are only issued for the sole purpose of giving an approximate indication of the services described in them and shall not have contractual force.
4. Scope
4.1 The provision of the agreed Digital Solutions shall be limited to the particular services and the scope of those services as confirmed to the Client by us in writing; to the extent that such confirmation is not consistent with the service-requirements of the Client, the Client shall (as soon as possible, and in any event within 7 (seven) days) provide written notification of any mis-understandings, allowing the parties to accurately confirm the basis of the services to be provided. This may lead, at the discretion of Sequel, to use and charge to the Client contingency costs of a reasonable sum, which shall be paid by the Client in addition to any costs set out in the Proposal, or to an updated Proposal reflecting additional cost(s).
4.2 Clients are advised to confirm preferred design requirements in as much detail as possible; without this, we will create an appropriate design but if further designs are required, this may be subject to additional costs; in addition, the Client acknowledges that its requirements may increase over time, resulting in a request for us to carry out additional work at extra cost.
4.3 The Client accepts and acknowledges that the scope of its requirements may change over time and where that is the case, the scope of the work originally agreed to be carried out by Sequel may change and be subject to additional Charges. If the Client wishes to request a change to the scope of work already agreed, it shall provide sufficient details for Sequel to understand the basis of the proposed change, by completing a Change Request Form and submitting it to Sequel for review. Following such review, Sequel shall discuss the proposed change with the Client, if Sequel is in a position to meet the request and agree a further or updated Proposal, including any additional Charges to implement that work.
4.4 The Client accepts and acknowledges that the scope of Digital Solutions and any features employed or recommended, to include generally in relation to Digital Solutions involving the creation of Code, is on the basis of technology and platforms available at the time of the Contract, Proposal or delivery; any future development or change in practice and technologies cannot be foreseen and therefore upgrades necessary or desirable to meet any future requirements will, unless confirmed at Sequel’s discretion as being inclusive, be subject to additional charges.
5. Client Obligations
5.1 On an ongoing basis, the Client will co-operate with us in all matters relating to our provision of the agreed Digital Solutions, including providing timely responses to any requests for information or content.
5.2 The Client shall ensure that Sequel is made fully aware of the nature and extent of the agreed Digital Solutions that it requires, from time to time, invoking the change request process under condition 4.3, as applicable.
5.3 The Client grants or shall procure the grant of all necessary and reasonably requested access to all administrative and/or back-end systems, including without limitation the Client’s hosting accounts, domain registrations, analytics and data (however or wherever held), and shall provide all necessary passwords, access and login information to all such accounts, from time to time, enabling Sequel to provide the Client with the agreed Digital Solutions.
5.4 In the event that the Client considers Sequel not to have met its obligations under any aspect of the Contract, whether related to an expected timescale or otherwise, it must (without prejudice to its ability to terminate under condition 13.1) give notice to Sequel of the default in question permitting Sequel the opportunity to promptly remedy the alleged default.
6. Warranties and Understandings
6.1 In situations where the Client provides images, text, animations, layouts or any other content or data for any of the Digital Solutions, the Client warrants that such content and data is its exclusive property and does not infringe the Intellectual Property Rights of any other person, firm or company.
6.2 Use of Images: Certain images provided by us may have been purchased under licence from stock image suppliers; these images are generally only licensed for use on a website. The licence may not therefore permit them to be used in publicity material and therefore the Client will be responsible for ensuring that this does not happen – if you would like any further clarification on this, please contact us.
6.3 Domain Registration: any domain name registered for the Client will be registered under the Client’s name so that they have full ownership.
6.4 Search Engine Optimisation: the Client accepts and acknowledges that whilst any relevant Digital Solutions can be optimised to make it search engine friendly, the order in which websites are ranked in the natural search results is controlled exclusively by the search engines. No guarantees or warranties are given in relation to any particular ranking position(s) or results.
6.5 Hosting/E-mail Services: Although high level service availability is expected, server up-time depends upon the hosting provider and therefore we are unable to give any specific warranty or representation as to hosting and service availability.
6.6 The Client covenants with Sequel that it shall not, either during the term of the Contract or within a period of 12 (twelve) months following the completion or termination of the last of any Digital Solutions being provided, directly or indirectly entice away or endeavour to entice away from Sequel, to include actions of any third party at the direction of the Client or its directors, any person who has during the preceding 12 (twelve) month period been employed or otherwise engaged by Sequel.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights and all other rights in the Pre-Existing Materials shall be owned exclusively by Sequel, to include after the conclusion or termination of the Contract.
7.2 All Intellectual Property Rights in the In-put Material and any other material created by you shall be owned by the Client, or any applicable licensors, where that is the case. The Client warrants that Sequel shall have the right to process In-put Material, where it has been licensed to the Client.
7.3 All Intellectual Property Rights in the Deliverables (i) to the extent that they comprise Pre-Existing Materials, shall remain the property of Sequel, (ii) where provision of the Digital Solutions by Sequel has not resulted in new Intellectual Property Rights, shall remain In-put Material and the property of the Client and (iii) shall otherwise (“Resulting IPR”), subject to condition 7.5, be owned exclusively by Sequel.
7.4 Any and all development work carried out to Sequel’s B2B Sync product or any similar technology or product, shall remain the property of Sequel.
7.5 Subject to condition 7.6, Sequel grants to the Client a perpetual, worldwide, non-exclusive, non-transferrable licence to use and copy the Deliverables for the purpose(s) contemplated in the Proposal or otherwise pursuant to the Contract but not further or otherwise.
7.6 Upon completion and payment of the relevant Charges, Sequel (at its sole option but not so that it is obliged) may charge a fee for the assignment of the Resulting IPR in the Deliverables to the Client, following which all such Resulting IPR shall be assigned and transferred in full to the Client and the Client shall be entitled to use and deal with the same as its own property, to include without limitation all preparatory and draft versions of any such work. The parties contemplate that where the Deliverables constitute a platform or similar, reference to the fee may mean an ongoing royalty fee for a defined period following exploitation in full of the Deliverables by the Client.
7.7 The Client grants to Sequel a non-exclusive, non-transferrable license to publish images and make reference to the Deliverables for the purpose(s) of Sequel’s marketing and business development activities; should Sequel require more extensive use, for whatever purpose, this shall be without charge but subject to the Client’s consent where such consent is not unreasonably withheld, conditioned or delayed.
7.8 Any license granted under condition 7.7 shall be for the benefit of Sequel only and shall not be capable of being assigned or sub-licensed to any other person or entity (save to any transferee where there is a change of control of Sequel).
8. Right to Subcontract
In order to give the best possible service to Clients, in certain circumstances that we consider appropriate, Sequel may sub-contract part of the provision of Digital Solutions to a third party, provided that the relevant sub-contractor complies with the obligations set out under condition 15 (Data Protection) and the Data Protection Addendum; however, the responsibility to provide applicable Digital Solutions to the Client, as agreed, shall remain with and be the responsibility of Sequel.
9. Term of Contract
9.1 It is accepted and acknowledged that the term of the Contract may be for a minimum fixed term; the minimum term for Support Services being no less than 12 (twelve) months and otherwise as set out in any Proposal. Such a Contract will come to an end on expiry of the period stated. Where there is a minimum term, payment(s) will continue and be due to Sequel from the Client for the whole of that term, subject to the limited rights to end the term earlier, contained in condition 9.3.
9.2 Subject always to condition 9.1, either party may exercise their right to cancel the Control following any minimum term, in accordance with the notice period(s) set out in condition 13.
9.3 Under a Contract where a minimum or fixed term applies, the Client may elect to give notice to terminate it earlier than the fixed term, provided notice in writing is given during the calendar month that begins 3/4 of the way through the term (which in the case of a 12 month term which commences after the 1st of the month, would be the 10th calendar month) but shall not otherwise be entitled to give notice.
9.4 Where the Contract is not for any particular length of time, it shall come to an end once the applicable Digital Solutions have been completed or following a valid notice to cancel, given in accordance with condition 13.
9.5 Unless notice is validly given in accordance with condition 13, in which case Sequel will no longer be required to provide the Digital Solutions to which it relates, neither party may end the Contract early.
10. Charges
10.1 Charges payable by the Client shall either be a fixed fee, calculated based on the number of hours worked, multiplied by the applicable Hourly Rate, for each representative of Sequel, employed or engaged to provide the relevant Digital Solutions or estimated based on usage and other factors, where applicable - such as in relation to cloud hosting, for example (in which case fees due may be higher than any estimate) - or as may be set out or otherwise stated by Sequel and confirmed in writing to the Client.
10.2 In most cases where a fixed fee has been agreed, we may include and you agree to pay upon request, any proportion of the project contingency buffer included within your Proposal, usually representing 10% (ten per cent.) of the overall agreed project costs. Upon acceptance of the Contract, this sum shall be pre-approved by the Client, taking account of any scope changes, updates or additions which arise during the life-cycle of the project.
10.3 Our Hourly Rates are reviewed at least annually and therefore you accept that we may revise our Hourly Rate(s) from time to time, to reflect increased costs and other factors. Any increase shall be deemed to apply following any communication of the changes to any representative of the Client or, if later, the date or period after which we confirm they will become effective in relation to the Contract.
10.4 Any quotation for the provision of Digital Solutions shall only remain valid for a period of 30 (thirty) days starting on the date that it is sent, or for such alternate period of time as specified in the relevant Proposal or quotation, save where it is accepted by us, forming a binding Contract with the Client.
10.5 Any estimate or quotation given to the Client for the provision of Digital Solutions shall be subject to withdrawal or change up until those services are commenced. Unless specified otherwise in any estimate or quotation, an estimate shall not be deemed to be a firm offer or fixed price but instead an indication of the likely costs associated with the provision of the relevant services by us.
10.6 All Charges are quoted excluding value added tax and the Client accepts that, where VAT is to apply, this shall be paid to us, in addition to any ex-VAT amount quoted.
11. Payment
11.1 Deposit: A deposit may be required before any work can start; the amount being advised to the Client within the Proposal; payment will be taken as acceptance of the terms of the Contract; without prejudice to a Client’s cancellation rights, once work has commenced, any deposit or initial payment is not refundable.
11.2 Payment Methods: Unless otherwise agreed, payment is only accepted by electronic bank transfer or via standing order or direct debit for recurring payments (preferred method); the Client explicitly gives its standing authority to Sequel to take such recurring payments.
11.3 Sequel shall be entitled, at its option, to charge and/or invoice the Client for the price of the agreed Digital Solutions on an interim basis; payment terms are otherwise as specified on any invoice or payment request, time being of the essence for any payment(s) due. All and any charges incurred by Sequel, including those of third parties, in relation to the agreed Digital Solutions being provided to the Client (such as, without limitation, ad spend, provision of hosting etc.) shall be reimbursed and paid, promptly, by the Client to Sequel.
11.4 All sums payable to Sequel under these Conditions shall be paid in full without any deduction or set off, except for credit notes or where an amount has been agreed by us, in writing, as being due to the Client. If you send funds to us to settle our invoice(s) and you incur bank charges from your own bank which would result in a lower amount being received by our bank, you will increase the amount sent to take account of these extra charges and following any shortfall, of which we make you aware, will immediately make up the difference to ensure we have been paid in full.
12. Consequences of Late or Non-Payment
12.1 Failure by the Client to pay invoices promptly when due shall be a breach of these Conditions. Where Sequel has submitted an invoice for payment, the Client undertakes to consider and verify that invoice, raising any queries or disputes within 14 days from the issue date stated on the invoice. After this 14-day period if no query has been raised, the invoice will be deemed accurate and accepted by the client, and no further queries or disputes will be entertained.
If any part of the invoice or payment due is disputed, the Client shall otherwise pay the undisputed amount in accordance with its payment terms.
12.2 If the Client fails to make full payment of any amount when due, we may charge default interest in accordance with condition 12.3(a), may suspend or remove the live version(s) of any of the Digital Solution(s) or other hosted content and/or may terminate the Contract, in accordance with conditions 12.3(b) or 13.3. The Client further accepts that any prolonged suspension may lead to the deletion and loss of any such content and files previously under Sequel’s control.
12.3 If the Client fails to make full payment when due, Sequel will be entitled, without prejudice to any of its other rights or remedies, whether under these Conditions or otherwise:
(a) to charge interest (both before and after judgment) on any sum outstanding at the rate provided for under the late payment legislation, pursuant to the Late Payment of Commercial Debts Regulations 2002 or otherwise (currently at 8% above Bank of England base rate), accruing daily until payment of the amount outstanding, including all then accrued interest, has been satisfied in full; and/or
(b) to cancel the Contract or suspend all or any future provision of the applicable Digital Solutions, including removal or suspension of the public availability of any platform, website or similar hosted content, under the Contract or any other, until payment has been made in full; and
(c) where any Digital Solutions or services are to be restored, including restoring the live hosting of any website or platform holding content, an additional minimum charge of £100 plus VAT will be due, representing the administrative work necessary in order to restore those services.
12.4 Without prejudice to any other remedies available to us, Sequel shall have a general and paramount lien over all property and assets of the Client which remain in its possession and shall be entitled to dispose of the same and to apply any proceeds received in satisfaction or part satisfaction of any sums due to it under a Contract, provided it has first given notice to the Client of its intention to do so.
13. Termination of Contract
13.1 Subject to condition 9.3, the Client may cancel the Contract by providing Sequel with written notice of cancellation at least 30 (thirty) days prior to the desired termination date and if not so specified, cancellation shall take effect on that date.
13.2 Following notice under condition 9.3, 13.1 or 13.3, Sequel shall no longer be required to continue providing the relevant Digital Solution(s) (i) in relation to any Support Services after the date upon which such notice expires and (ii) in any other case, from the date of the notice. To arrange for the migration of any hosting or files, Sequel shall be entitled to charge administration fees at its usual Hourly Rate, to cover the time incurred in packaging and migrating or transferring all relevant files and data, which the Client accepts will reflect a fair cost for the time incurred as invoiced to them and where settlement shall be on Sequel’s usually payment terms. If this involves the packaging of the Client’s files only, to be sent directly to the Client or as directed, without any further technical work, such fee will usually be £100 plus VAT.
13.3 Sequel may cancel the Contract on immediate notice where we reasonably consider the Client to be in material breach of its obligations under the Contract or where we are unable to perform our own obligations by reason of such failure. Without limitation, a material breach shall include non-payment of any undisputed invoice (or undisputed part of an invoice), following the end of any subsequent period given by Sequel in writing to the Client, for such payment (including any interest then due) to be made.
13.4 Sequel may terminate the Contract and will no longer be required to provide any Digital Solutions, without giving any notice, where:
(a) the Client suspends, or threatens to suspend, payment of its debts or is, or is deemed to be (under any applicable laws relating to insolvency), unable to pay its debts as they fall due or admits inability to pay its debts or seeks to compromise or make an arrangement with creditors; or
(b) a petition or notice is filed, or a resolution passed, for or in connection with the winding up or bankruptcy of the Client, or otherwise to commence any formal insolvency process under applicable laws; or
(c) if there is an actual or purported assignment or transfer of any of the rights or obligations of the Client under the Contract, otherwise than in accordance with its terms - to include without limitation any Intellectual Property Rights not permitted to be assigned or transferred; or
(d) if a creditor or other person entitled attaches or takes possession of, or a distress, execution or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 (fourteen) days; or
(e) if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in the preceding paragraphs of this condition 13.4 inclusive; or
(f) if the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
13.5 If the Contract is cancelled by the Client under condition 13.1 or is otherwise terminated (for whatever reason), Sequel shall be entitled to invoice the Client:
(a) where Sequel fairly considers that more than 50% (fifty per cent.) of the total anticipated work required to complete the relevant project is yet to be completed, a sum equivalent to 50% (fifty per cent.) of the total of all Charges that Sequel assesses would have become due upon completion in full of the relevant project (which in relation to any agreed fixed price, shall be 50% (fifty per cent.) of that price; or
(b) otherwise, a sum equivalent to the stage at which the relevant project has reached, taking account, amongst other factors, of the number of hours worked up to that point at the applicable Hourly Rate(s), but, in each such case, Sequel shall not be obliged to deliver any such incomplete work to the Client, although it may do so at its discretion.
14. Indemnity
The Client shall indemnify and hold Sequel harmless from and against all losses, damages, costs, expenses and liabilities incurred or suffered by Sequel as a result of or arising from any act or omission of the Client (including those of others acting on its behalf) which relates in any way to the provision of the agreed Digital Solutions, or which arises from any claim or legal proceedings brought or threatened against Sequel by any third party for the misuse of any rights, intellectual property, data or other information supplied to Sequel by or on behalf of the Client, in relation to the provision of the Digital Solutions.
15. Data Protection
15.1 Sequel’s Data Protection Appendix appearing at the end of these Conditions shall apply as if set out here in full.
15.2 Sequel and any Supplier Affiliate shall:
(a) comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
(b) not Process Company Personal Data other than on the Company’s or relevant Company Affiliate’s documented instructions unless Processing is required by applicable Data Protection Laws to which the relevant Contracted Processor is subject, in which case Sequel or the relevant Supplier Affiliate shall to the extent permitted by applicable Data Protection Laws inform the Company or relevant Company Affiliate of that legal requirement before the relevant Processing of that Personal Data.
16. Limit of Liability
16.1 Without prejudice to any statutory, legislative or common law rights not otherwise excluded under these Conditions, Sequel shall not be subject to any loss, liability or claim under any warranty, these Conditions or a Contract if the Charges due for the relevant Digital Solutions have not been paid; the Client accepting this may include loss or content or hosted files, arising from hosting being suspended or cancelled.
16.2 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by applicable law. By reason of any absence of any term or terms which the Client may seek to imply into the Contract, the Client waives any rights or remedies which it may have in respect of it.
16.3 Except in respect of death or personal injury caused by Sequel’s negligence or in the event of fraud, neither of which are excluded or limited by these Conditions, Sequel’s maximum liability to the Client under any Contract shall not exceed a sum equivalent to the Charges, if a fixed sum, or the aggregate of Charges due, covering the preceding 12 (twelve) month period.
16.4 It is the Client’s responsibility to ensure that any Digital Solutions created, including its functionality and content, comply with relevant laws and regulations; Sequel shall not be liable for any failure to comply with such laws and regulations, to include those related to accessibility, selling online, consumer law, data protection or those related to a specific business or trade. Although we can research these on a Client’s behalf, where agreed, within any business where complex compliance issues may exist, we recommend that the Client takes legal advice from a qualified third party such as a solicitor or lawyer. The Client accepts sole responsibility for any legal or regulatory requirements and Sequel shall not be liable for any failure to comply with such laws and regulations. If general website terms are included, as provided by the Client, the Client warrants and represents that these are adequate for its circumstances, where it has not specified that different terms or notices will be required.
16.5 The Client accepts responsibility for maintaining backups of any content contained within any of the Digital Solutions provided and anything else being hosted, in connection with those services, although Sequel agrees to implement such reasonable measures to safeguard the availability, integrity and security of data that is the subject of any agreed hosting services provided.
16.6 The Client’s relationship is with Sequel only and not with any director, employee or consultant acting on its behalf. Sequel shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by Sequel’s negligence, its employees or agents or otherwise) which arise out of or in connection with the provision of the agreed Digital Solutions.
16.7 Sequel shall not be liable to the Client or be deemed to be in breach of these Conditions by reason of any delay in performing or any failure to perform, any of Sequel’s obligations in relation to the provision of the agreed Digital Solutions, if the delay or failure was due to any cause beyond Sequel’s reasonable control. This shall mean, without limitation, the Client’s failure to provide or procure information or files upon which Sequel depended in order for Sequel to meet its obligations, or any failure of telecommunications networks, broadband or utility supplies, lockdowns, strikes or public shutdowns, fire, flood, terrorist attack, epidemic or pandemic or any such event affecting third parties upon which Sequel rely in order to provide the relevant Digital Solutions.
16.8 Causes beyond Sequel’s reasonable control, as referred to under condition 16.6 shall include, but without limitation: (i) any failure, non-performance or delay caused by any third party or subcontractor, (ii) disruption of the availability of any third party software used in the provision of the Digital Solutions and/or any third party website or url. address, (iii) interruption or failure of utility services, including but not limited to internet, broadband, telephone, telephone lines or services, cable, electric power, gas or water, (iv) failure of plant, machinery, computers, electronic equipment or vehicles, (v) extreme adverse weather conditions, collapse of or damage to building structures, (vi) fire, explosion or accidental damage, (vii) pandemic, epidemic or similar circumstances, (viii) terrorist attack, civil war, civil commotion or riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, (ix) nuclear, chemical or biological contamination or sonic boom, (x) act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster and/or (xi) the requirement for and compliance with any consent or licence as a pre-condition to meeting any of the parties’ obligations under the Contract.
16.9 Any of the Digital Solutions or work carried out on your behalf is only for your sole confidential use; there being no right to licence or pass on such work or to reproduce such work for any other person, firm or entity. You agree to make any third party with any interest in the work that we do for you, aware of this limitation and no liability is accepted which arises from any reliance by anyone else to which we have not explicitly agreed by written authorisation.
17. General
17.1 The provisions of the Contract represent the entire agreement and understanding of the parties in relation to its subject matter. There may be one or more Contracts reflecting different Digital Solutions, to be provided.
17.2 No variation may be made to the Contract, save that Sequel may update or amend these Conditions from time to time, including standard Hourly Rates as they apply to any existing or new Proposal(s), provided that any such changes will not take effect until communicated to the Client (but where such communication shall not be required to comply with the notice provisions set out under these Conditions).
17.3 If there is any discrepancy between these Conditions and any other terms purported to apply as between Sequel and the Client, these Conditions shall prevail; however, any Specific Terms or those contained in any Proposal shall prevail over these Conditions where it is clear they are intended to do so.
17.4 If any provision, or part of a provision, of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially invalid or unenforceable, then to the extent that it is considered invalid or unenforceable, it shall be deemed not to form part of these Conditions, but the remainder of these Conditions shall remain in full force and be construed with such changes as are necessary to make them valid.
17.5 Sequel may at any time assign, transfer or otherwise deal with a Contract, or any of its rights arising from its terms, as it wishes and without the prior consent of the Client; Sequel shall procure that the identity of any assignee or other third party to which rights are transferred, is confirmed to the Client as soon as reasonably possible; any attempted assignment or other dealings by the Client of or in connection with its rights under the Contract (or in relation to the relationship of the parties) shall be void, unless Sequel permits this in writing.
17.6 Apart from any assignee, a person who is not a party to a Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms but this shall not affect any right or remedy of a third party which exists or is available apart from under that act.
17.7 The construction, validity and performance of the Contract (including non-contractual disputes and claims) shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts to settle any disputes under it (to include non- contractual disputes or claims).
18. Contacting Us
18.1 Our contact details can be found on our website at:
https://sequel.co.uk or feel free to contact us using one of the methods below:
Tel: +44(0)1935 348091 E-mail: [email protected]
19. Notices
19.1 Any notice to be given to either party under the Contract, shall be in writing in English and may be served by or on behalf of the party sending it, by hand, by pre-paid first class post, via courier or where applicable by airmail, to the registered or last-known address of the recipient, or via e-mail to the e-mail address specified under condition 18.1 in the case of Sequel and in the case of the Client, to any e-mail address which had been used for the purposes of communicating about the Digital Solutions provided, within the preceding 12 (twelve) month period.
19.2 Communications shall be deemed to have been received, (i) where delivered by hand, on the date that the communication was left at the relevant address, (ii) if posted, on the second day (excluding weekends, bank and public holidays) after the date that the envelope containing the communication was given to the postal authorities, provided that the communication was correctly pre-paid and addressed, (iii) if delivered by commercial courier, at the time of signature of the courier’s receipt, (iv) if sent by airmail, on the fifth day after posting and (v) if sent via e-mail, when a successful delivery receipt or acknowledgement has been received.
19.3 For the purposes of this condition 19, all times are to be read as local time in the place of deemed receipt and if deemed receipt under this condition is not within business hours (meaning 9.00 a.m. to 5.00 p.m. Monday to Friday on a day that is not a weekend or a public holiday in the place of receipt), the notice is deemed to have been received when business next starts in the place of receipt.
19.4 If any notice given by the Client purports to expire earlier than the applicable term for any Support Service or where any Digital Solutions have been provided on an ongoing monthly basis, Sequel may, at its discretion, deem such notice to expire instead at the end of the applicable 12 (twelve) month period, being the expiry of the period of the Contract for that or those Digital Solutions as would otherwise have applied, unless the Client has instead given valid notice under condition 9.3.
19.5 The provisions of this condition 19 shall not apply to the service of any process in any legal action or proceedings.
Data Protection Addendum
This Data Protection Addendum (“Addendum”) forms part of our existing terms and conditions made between us, Sequel, and you, the Company, pursuant to which we are providing Digital Solutions to you, for the purposes of recognising our respective enhanced data protection obligations under relevant Data Protection Laws.
In consideration of the mutual obligations set out in this Addendum, the parties agree that the terms and conditions set out below shall apply and form part of the Contract; except where the context requires otherwise, references in this Addendum to the Contract is to the Contract including this Addendum. References in this Addendum to Services shall be to Digital Solutions as defined under the Conditions and applicable under the Contract.
1. Definitions and Interpretation
1.1. In this Addendum, except where a different interpretation is necessary in the context, the words and expressions set out under the Conditions shall apply in this Addendum.
2. Authority
The Supplier warrants and represents that, prior to any Supplier Affiliate Processing any Company Personal Data on behalf of the Company, the Supplier’s entry into this Addendum as agent for and on behalf of that Supplier Affiliate will have been duly and effectively authorised (or subsequently ratified) by the Supplier Affiliate.
3. Processing of Company Personal Data
3.1. The Supplier and each Supplier Affiliate shall:
(a) comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
(b) not Process Company Personal Data other than on the Company’s or relevant Company Affiliate’s documented instructions unless Processing is required by Data Protection Laws to which the relevant Contracted Processor is subject, in which case the Supplier or the relevant Supplier Affiliate shall to the extent permitted by Applicable Laws inform the Company or relevant Company Affiliate of that legal requirement before the relevant Processing of that Personal Data.
3.2. The Company or relevant Company Affiliate instructs the Supplier and each Supplier Affiliate (and authorises the Supplier and each Supplier Affiliate to instruct each Sub-Processor) to Process Company Personal Data and in particular, transfer Company Personal Data to any country or territory as reasonably necessary for the provision of the Services and consistent with the Contract and warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in this clause 3.2 of this Addendum on behalf of each relevant Company Affiliate.
3.3. Part 1 of this Addendum sets out certain information regarding the Contracted Processors' Processing of the Company Personal Data as required by Article 28(3) of the UK GDPR (and, possibly, equivalent requirements of other Data Protection Laws). The Company may make reasonable amendments to Part 1 by written notice to the Supplier from time to time as the Company reasonably considers necessary to meet those requirements. Nothing in Part 1 (including as amended pursuant to this clause 3.3 of this Addendum) confers any right or imposes any obligation on any party to this Addendum.
4. Supplier and Supplier Affiliate Personnel
The Supplier and each Supplier Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Contract, and to comply with Data Protection Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
5. Security
5.1. Taking account of the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Supplier and each Supplier Affiliate shall in relation to the Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate the measures referred to in Article 32(1) of the UK GDPR or their equivalent provisions under relevant Data Protection Laws.
5.2. In assessing the appropriate level of security, the Supplier and each Supplier Affiliate shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
6. Sub-Processing
6.1. The Company or each Company Affiliate authorises the Supplier and each Supplier Affiliate to appoint (and permit each Sub-Processor appointed in accordance with this clause 6 of this Addendum to appoint) Sub-Processors in accordance with this clause 6 of this Addendum and any restrictions in the Contract.
6.2. The Supplier and each Supplier Affiliate may continue to use those Sub-Processors already engaged by the Supplier or any Supplier Affiliate as at the date of this Addendum, subject to the Supplier and each Supplier Affiliate in each case as soon as practicable meeting the obligations set out below:
(a) before the Sub-Processor first Processes Company Personal Data (or, where relevant, in accordance with clause 6.2 of this Addendum), carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Company Personal Data required by the Contract;
(b) ensure that the arrangement between on the one hand (a) the Supplier, or (b) the relevant Supplier Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Addendum and meet the requirements of Article 28(3) of the UK GDPR;
(c) if that arrangement involves a Restricted Transfer, ensure that the Standard Clauses for non-EEA Processors are at all relevant times incorporated into the agreement between on the one hand (a) the Supplier, or (b) the relevant Supplier, or (c) the relevant intermediate Sub-Processor; and on the other hand the Sub-Processor, or before the Sub-Processor first Processes Company Personal Data procure that it enters into an agreement incorporating the Standard Clauses for non-EEA Processors with the Company or relevant Company Affiliate (and the Company shall procure that each Company Affiliate party to any such Standard Clauses for non-EEA Processors co-operates with their population and execution); and
(d) provide to the Company for review such copies of the Contracted Processors' agreements with Sub-Processors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as the Company may request from time to time.
6.3. The Supplier and each Supplier Affiliate shall ensure that each Sub-Processor performs the obligations under clauses 3.1, 4, 5, 7.1, 8.2, 9 and 11.1 of this Addendum, as they apply to Processing of Company Personal Data carried out by that Sub-Processor, as if it were party to this Addendum in place of the Supplier.
7. Data Subject Rights
7.1. Taking into account the nature of the Processing, the Supplier and each Supplier Affiliate shall assist each of the Company or the relevant Company Affiliate by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company’s or the relevant Company Affiliate’s obligations, as reasonably understood by the Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
7.2. The Supplier shall:
(a) promptly notify the Company if any Contracted Processor receives a request from a Data Subject under any Data Protection Laws in respect of Personal Data; and
(b) ensure that the Contracted Processor does not respond to that request except on the documented instructions of the Company or the relevant Company Affiliate or as required by Data Protection Laws to which the Contracted Processor is subject, in which case the Supplier shall to the extent permitted by the Data Protection Laws inform the Company of that legal requirement before the Contracted Processor responds to the request.
8. Personal Data Breach
8.1. The Supplier shall notify the Company without undue delay upon the Supplier or any Sub-Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing the Company with sufficient information to allow the Company or the relevant Company Affiliate to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
8.2. The Supplier shall co-operate with the Company and each Company Affiliate and take such reasonable commercial steps as are directed by the Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Data Protection Impact Assessment and Prior Consultation
The Supplier and each Supplier Affiliate shall provide reasonable assistance to the Company and each relevant Company Affiliate with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which the Company reasonably considers to be required of itself or any Company Affiliate by Article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Laws, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
10. Deletion or return of Personal Data
10.1. Subject to clauses 10.2 and 10.3 of this Addendum the Supplier and each Supplier Affiliate shall promptly and in any event within 14 (fourteen) days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete, which means to remove in such manner that such data cannot be recovered or reconstructed and procure the deletion of all copies of those Company Personal Data.
10.2. Subject to clause 10.3 of this Addendum, the Company may in its absolute discretion by written notice to the Supplier within 14 (fourteen) days of the Cessation Date require the Supplier and each Supplier Affiliate to (a) return a complete copy of all Company Personal Data to the Company by secure file transfer in such format as is reasonably notified by the Company to the Supplier; and (b) delete and procure the deletion of all other copies of Company Personal Data Processed by any Contracted Processor. The Supplier and each Supplier Affiliate shall comply with any such written request within 28 (twenty-eight) of the Cessation Date.
10.3. Each Contracted Processor may retain Company Personal Data to the extent required by Data Protection Laws and only to the extent and for such period as required by such Data Protection Laws and always provided that the Supplier and each Supplier Affiliate shall ensure the confidentiality of all such Company Personal Data and shall ensure that such Company Personal Data is only Processed as necessary for the purpose(s) specified in the Data Protection Laws requiring its storage and for no other purpose.
10.4. The Supplier shall provide written certification to the Company that it and each Supplier Affiliate has fully complied with this clause 10 of this Addendum within 21 (twenty-one) days of the Cessation Date.
11. Audit Rights
11.1. Subject to clauses 11.2 to 11.4 of this Addendum, the Supplier and each Supplier Affiliate shall make available to the Company and each Company Affiliate on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by the Company or any Company Affiliate or an auditor mandated by the Company or any Company Affiliate in relation to the Processing of the Company Personal Data by the Contracted Processor. The Supplier shall immediately inform the Company if, in its opinion, an instruction pursuant to this clause 11 of this Addendum (Audit Rights) infringes the UK GDPR or other applicable data protection provisions.
11.2. Information and audit rights of the Company or any Company Affiliate only arise under clause 11.1 of this Addendum to the extent that the Contract does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Laws (including, where applicable, Article 28(3)(h) of the UK GDPR).
11.3. The Company or any Company Affiliate may only mandate an auditor for the purposes of clause 11.1 of this Addendum if the auditor is identified in the list set out in Part 3 to this Addendum, as that list is amended by agreement between the parties in writing from time to time. The Supplier shall not unreasonably withhold or delay agreement to the addition of a new auditor to that list.
11.4. The Company or the relevant Company Affiliate undertaking an audit shall give the Supplier or the relevant Supplier Affiliate reasonable notice of any audit or inspection to be conducted under clause 11.1 of this Addendum and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
(a) to any individual unless he or she produces reasonable evidence of identity and authority;
(b) outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and the Company or the relevant Company Affiliate undertaking an audit has given notice to the Supplier or the relevant Supplier Affiliate that this is the case before attendance outside those hours begins; or
(c) for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any calendar year, except for any additional audits or inspections which:
(i) The Company or the relevant Company Affiliate undertaking an audit reasonably considers necessary because of genuine concerns as to Supplier's or the relevant Supplier Affiliate’s compliance with this Addendum; or
(ii) The Company or the relevant Company Affiliate is required or requested to carry out by Data Protection Laws, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,
where the Company or the relevant Company Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in its notice to the Supplier or the relevant Supplier Affiliate of the audit or inspection.
12. Restricted Transfers
12.1. Subject to clause 12.3 of this Addendum, the Company and each Company Affiliate (as "data exporter") and each Contracted Processor, as appropriate (as "data importer") hereby enter into the Standard Clauses for non-EEA Processors, as referred to in Part 2 of this Addendum, in respect of any Restricted Transfer from the Company or the Company Affiliate to that Contracted Processor.
12.2. The Standard Clauses for non-EEA Processors shall come into effect under clause 12.1 of this Addendum on the later of:
(a) the data exporter becoming a party to them;
(b) the data importer becoming a party to them; and
(c) Commencement of the relevant Restricted Transfer.
12.3. Clause 12.1 of this Addendum shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
12.4. The Supplier warrants and represents that, before the commencement of any Restricted Transfer to a Sub-Processor which is not a Supplier Affiliate, the Supplier’s or the relevant Supplier Affiliate’s entry into the Standard Clauses for non-EEA Processors under clause 12.1 of this Addendum, and agreement to variations to those Standard Clauses for non-EEA Processors made under clause 13.4(a) of this Addendum, as agent for and on behalf of that Sub-Processor will have been duly and effectively authorised (or subsequently ratified) by that Sub-Processor.
13. General Terms
Governing law and jurisdiction
13.1. Without prejudice to section 7 (Mediation and Jurisdiction) and section 9 (Governing Law) of the Standard Clauses for non-EEA Processors:
(a) the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Contract with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
(b) this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Contract.
Order of Precedence
13.2. Nothing in this Addendum reduces the Supplier's or any Supplier Affiliate’s obligations under the Contract in relation to the protection of Personal Data or permits the Supplier or any Supplier Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Contract. In the event of any conflict or inconsistency between this Addendum and the Standard Clauses for non-EEA Processors, the Standard Clauses for non-EEA Processors shall prevail.
13.3. Subject to clause 13.2 of this Addendum, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Contract and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
Changes in Data Protection Laws
13.4. The Company may:
(a) by at least 30 (thirty) calendar days’ written notice to the Supplier from time to time make any variations to the Standard Clauses for non-EEA Processors (including any Standard Clauses for non-EEA Processors entered into under clause 12.1 of this Addendum), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and
(b) propose any other variations to this Addendum which Company reasonably considers to be necessary to address the requirements of any Data Protection Law.
13.5. If the Company gives notice under clause 13.4(a) of this Addendum:
(a) The Supplier and each Supplier Affiliate shall promptly co-operate (and ensure that any affected Sub-Processors promptly co-operate) to ensure that equivalent variations are made to any agreement put in place under clause 6.2(c) of this Addendum; and
(b) The Company shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by the Supplier to protect the Contracted Processors against additional risks associated with the variations made under clause 13.4(a) and/or clause 13.5(a) of this Addendum.
13.6. If the Company gives notice under clause 13.4(b) of this Addendum, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in the Company's notice as soon as is reasonably practicable.
13.7. Neither the Company nor the Supplier shall require the consent or approval of any Company Affiliate or Supplier Affiliate to amend this Addendum pursuant to this clause 13 of this Addendum or otherwise.
13.8. Severance
Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
14. Conflict with the Contract
Should there be any conflict between the provisions of this Addendum and the Contract, the terms of this Addendum shall prevail.
PART 1
DETAILS OF PROCESSING OF COMPANY PERSONAL DATA
This Part 1 includes certain details of the Processing of Company Personal Data as required by Article 28(3) of the UK GDPR.
Subject matter and duration of the Processing of Company Personal Data
The subject matter and duration of the Processing of the Company Personal Data are set out in the Contract.
The nature and purpose of the Processing of Company Personal Data
The Supplier will undertake Processing of Personal Data as necessary to perform the Digital Solutions or to provide any related product(s) under the Contract and as further instructed by the Company.
The types of Company Personal Data to be Processed
First and last name
Title
Contact information
Location
Personal data of clients, suppliers and associates of the Company
Work, business and contact information
The categories of Data Subject to whom the Company Personal Data relates
Personal Data subject to Processing and determined and controlled by the Company in its sole discretion may include, but will not be limited to, Personal Data relating to the following categories of data subjects:
1. Prospects, Clients, directors, users of Digital Solutions, purchasers of related products, owners or founders (who are natural persons)
2. Employees or contacts from any of those entities referred to in 1. above
3. Company personnel or contractors
The obligations and rights of the Company and Company Affiliates
The obligations and rights of the Company and Company Affiliates are set out in the Contract.
PART 2
Standard Contractual Clauses
Where relevant, annexed to this Addendum or otherwise in a format equivalent to the Standard Contractual Clauses annexed to the European Commission Decision 2010/87/EU but where any reference to Directive 95/46/EC is to any equivalent provisions of the UK GDPR or applicable Data Protection Laws.
PART 3
List of Auditors:
Any current director, at the relevant time, of the Company