GENERAL

1. The following terms and conditions (the "Conditions") govern the sale of goods and services by General Distribution Limited t/a Gendis, a company registered in England and Wales, with company number 04231192, with registered VAT number GB 219 3819 91 and with its registered at Paxton House, Home Farm Road, Brighton, East Sussex, BN1 9HU (the “Company”). The Company can be contacted by telephone on 01273 811020 and by email at info@gendis.co.uk.

2. These Conditions apply to any contract or memorandum of understanding (a “Contract”) between the Company and any person (a “Buyer”) who places an order (an “Order”) with the Company for goods or services provided by the Company (the “Goods” and the “Services”).

3. The Company amends these Conditions from time to time. Every time a Buyer places an Order with the Company, the Conditions in force at that time will apply to the Contract between the Company and the Buyer.

4. A reference in these Conditions to a statute or a statutory provision shall be construed as a reference to it as amended, re-enacted or extended at the relevant time. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

5. Except where provided for in a Contract, these Conditions are to the exclusion of any other terms and conditions which a Buyer might seek to impose, even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.

GOODS AND SERVICES

1. All Goods and Services advertised by the Company are subject to availability. Where Goods or Services included in an Order are not available, the Company may cancel the Order in accordance with clause 6.1(b).

2. The Company shall have the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance.

3. Except as expressly set out in these Conditions, all warranties, conditions and guarantees relating to the Goods and the Services and all obligations of the Company connected therewith, whether express or implied by statute, law, custom or otherwise are, to the fullest extent permitted by law, excluded from these Conditions.

ORDER

1. Where the Company provides the Buyer with a quotation for the supply of Goods and/or Services, such quotation shall be valid for and the Buyer must submit an Order based on such quotation to the Company within thirty (30) days of such provision or such other period as the Company may specify.

2. Each Order shall specify the date(s) by which the Goods are to be delivered and/or on which the Services are to be provided (the “Delivery Date(s)”) and the location for such delivery and/or provision (the “Delivery Location”) unless the Company agrees that the Buyer may specify the date and location after placing the Order. If the Delivery Date and/or Delivery Location are to be specified after the placing of an Order, the Buyer shall give the Company reasonable advance notice of the relevant information.

3. All Orders are subject to acceptance by the Company and the Company reserves the right to refuse to accept any Orders.

4. The Company shall notify the Buyer in writing (including by email) if the Buyer’s Order has been accepted (the “Order Confirmation”). An Order shall only be accepted by the Company and the Contract between the Company and the Buyer for the supply of Goods and/or Services shall only be formed when the Company issues an Order Confirmation to the Buyer.

AMENDMENTS TO ORDER

1. If any information supplied by or on behalf of the Buyer in connection with an Order is insufficient, incorrect, inaccurate or misleading or if the Buyer notifies the Company of any change of requirements in relation to any Order after acceptance of that Order by the Company, the Company shall be entitled to amend the Price (as defined below), the terms of payment and the Delivery Date(s) as the Company considers fair and reasonable. The Company shall as soon as practicable notify the Buyer in writing of such amendments. In particular, all wasted journeys undertaken by the Company as a consequence of such information or notification shall be charged to the Buyer at net cost of labour and transport.

2. Any variation or amendment to an Order requested by the Buyer will only be valid and binding when agreed in writing with the Company.

AMENDMENTS TO PRICE

1. The Price (as defined below in clause 11.1), Delivery Dates or other terms relating to the supply of the Goods and Services are based upon the Company's assessment of materials, labour and buy-in prices from manufacturers and are subject to revision by the Company at any time with immediate effect, provided that the Company shall give advance notice to the Buyer of any such revision and the Buyer may within two (2) days of receiving such notice cancel an Order with immediate effect by notice in writing to the Company if the Price increases by, or the period between the Order Confirmation and delivery in accordance with clause 7.1 is increased by, more than 20%, in which case neither the Company nor the Buyer shall be liable to the other except that: (a) the Buyer shall be entitled to a refund in respect of any Goods and Services which it has paid for in advance and not received before the effective date of cancellation; and (b) the Company shall be entitled to payment for the work it has done up until the effective date of cancellation on a time and materials basis, calculated with reference to the Company’s standard rates from time to time in force.

CANCELLATION OF ORDER

1. The Company may cancel an Order and terminate the Contract at any time with immediate effect:

   • (a) by not less than seven (7) days’ notice in writing to the Buyer for convenience;

   • (b) by notice in writing where the Company is unable to fulfil the Order due to insufficient stock of Goods or available Company personnel able to provide the Services;

   • (c) by notice in writing where the Buyer fails to comply with its payment obligations under the Contract. Termination on this basis shall be without prejudice to the Company’s right to claim interest on any unpaid sums in accordance with clause 11.8;

   • (d) by notice in writing where the Buyer is in material breach of the Contract and (if that breach is remediable) the Buyer fails to remedy that breach within thirty (30) days of being notified of that breach in writing;

   • (e) by notice in writing where the Buyer is declared insolvent, bankrupt, has a liquidator, receiver or administrative receiver appointed or pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or if a court having proper authority makes an order to that effect;

   • (f) by notice in writing where the Buyer enters into administration, is the subject of an administrative order, bankruptcy petition or order, or proposes to or enter any voluntary arrangement with its creditors in the context of a potential liquidation; or

   • (g) by notice in writing where the Buyer is the subject of any events or circumstances analogous to any of the events described in clause 6.1(e) and (f) in an applicable jurisdiction.

2. Where the Company cancels an Order and terminates the Contract pursuant to clause 6.1(a) or (b), the Company shall refund all sums paid by the Buyer to the Company in connection with that Order prior to the date of cancellation.

DELIVERY

1. The Company will use reasonable endeavours to deliver the Goods and/or provide the Services on the Delivery Date(s) at the Delivery Location. Delivery of the Goods shall be complete on the completion of unloading of the Goods at the Delivery Location.

2. The Buyer acknowledges and agrees that the Delivery Date(s) specified in an Order accepted by the Company are provisional and approximate only and in no circumstances shall time be or be capable of being made of the essence of the Contract or the Company liable for any failure in delivery of Goods and/or provision of Services caused by an Uncontrollable Event (as defined below in clause 14.2) or by a failure by the Buyer to provide the Company with instructions that are relevant to the supply of the Goods and/or Services.

3. The Company may deliver the Goods and/or provide the Services in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

4. If the Buyer fails to accept delivery of the Goods or the provision of the Services on the Delivery Date(s), the relevant Goods and/or Services shall be deemed to have been delivered and/or provided (as applicable) in accordance with the terms of the Order at 09.00 GMT on the relevant Delivery Date(s).

5. Where an Order includes the provision of Services, including but not limited to the installation of Goods at the Delivery Location, the Buyer shall at its sole expense provide on the relevant Delivery Date(s) all such installation space, environment power points and other facilities as the Company has specified in the Order or may at any time reasonably require in order to enable the Company to provide the Services and any failure to do so shall be deemed a failure by the Buyer to accept provision of the Services on the relevant Delivery Date(s).

6. If the Company is, as a consequence of Buyer’s failure to accept delivery of the Goods on the Delivery Date(s), required to store, or arrange for the storage of such Goods, the Company shall be entitled to charge the Buyer and the Buyer shall pay to the Company upon receipt of an invoice for the same any related costs and expenses (including but not limited to insurance) incurred by the Company in connection with such storage.

7. If the Buyer fails to accept the provision of the Services on the Delivery Date(s), the Company shall be entitled to the reimbursement of all costs and expenses incurred by the Company arising out of, or in connection with, the delay in commencing such provision (including, if applicable, the time cost charges of retaining Company personnel at the Delivery Location until such time as the provision of the Services is accepted), and the Buyer shall pay such amounts to the Company upon receipt of an invoice from the Company for the same.

QUALITY OF GOODS 

1. The Company warrants that the Goods will conform to their specification and be of satisfactory quality for a period of two (2) years from the date that the Goods were manufactured (the “Warranty”). 

2. Unless the Company agrees otherwise in writing, the Warranty is subject to the Goods being returned in suitable packaging to the Company for testing to the address stated above at the Buyer’s cost and within a reasonable time of discovery that the Goods do not comply with the Warranty. 

3. A note must be enclosed explaining the fault and giving a name, address and telephone number of the Buyer or a person within the Buyer’s organisation who can explain the fault found with the Goods.

4. In the event that a claim is made for breach of the Warranty which the Company considers (acting reasonably) to be valid, the Company will (at its option) repair, replace or recondition the relevant Goods as soon as reasonably practicable or refund the Price paid by the Buyer for the Goods (either by providing credit or cash). The foregoing is the Buyer’s exclusive remedy for breach of the Warranty.

5. Any repaired, replaced or reconditioned Goods shall continue to be subject to the Warranty for the unexpired term of the original two (2) year period from the date of manufacture.

6. The Company shall have no liability or responsibility (whether under the Warranty or otherwise) in respect of any failure of the Goods to comply with the Warranty in any of the following events:

   • (a) the Goods continues to be used after the Company is notified of the Warranty claim; 

   • (b) the defect arises because of the improper use, operation or neglect of the Goods by the Buyer or a failure to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 

   • (c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer; 

   • (d) any alteration or repair to the Goods or the merger (in whole or in part) with any software by any person other than the Company without the written consent of the Company; 

   • (e) the defect arises as a result of an Uncontrollable Event (as defined below), fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, including, without limitation, use in excess of the Good’s maximum number of operations, inappropriate electrical loading and damage from fire or lightning; 

   • (f) the Buyer’s failure to comply with its obligations under these Conditions, including but not limited to a failure to comply with clause 9.6; or

   • (f) the failure is the result of changes made to ensure the Goods comply with applicable statutory or regulatory requirements.

LIABILITY 

1. Nothing in these Conditions shall limit the Company or Buyer’s liability in respect of any claims:

   • (a) for death or personal injury caused by the negligence of the Company or the Buyer;

   • (b) resulting from any fraud including fraudulent misrepresentation made by the Company or the Buyer; or

   • (c) for which liability may not otherwise lawfully be limited or excluded.

2. Subject to clause 9.1, neither the Company nor the Buyer shall be liable to the other under any circumstances (whether in contract, tort including negligence or otherwise) for any: 

   • (a) loss of revenue or anticipated savings, whether direct or indirect;

   • (b) loss of profits or business, whether direct or indirect; or

   • (c) indirect, consequential, special loss or damage of any kind whatsoever.

3. Without prejudice to the generality of the foregoing, the Company shall not be liable for any loss, expense or damage howsoever arising to any property of or furnished by the Buyer in connection with the receipt of Goods or Services supplied by the Company. 

4. Subject to clauses 9.1 to 9.3 inclusive, the Company’s total aggregate liability to the Buyer in respect of each Order (whether in contract, tort including negligence or otherwise) shall not exceed a sum equivalent to the Price paid by the Buyer for the relevant Order.

5. The Company shall not be liable and the Buyer shall indemnify and hold the Company harmless against any claim by or any loss or damage to any person or property occasioned directly or indirectly by or arising from the use or operation (otherwise than by the Company) or possession or receipt of any part of the Goods or Services and from negligence (including the use or receipt of any part of the Goods or Services otherwise than in accordance with the Company's operating instructions and manuals) or default (including any non-compliance with any obligation imposed by these Conditions or any delay, wrong information or lack of required information) or misuse by or on the part of the Buyer or any person or persons other than the Company and this indemnity shall extend to any costs and expenses incurred by the Company (including legal costs) and shall continue in force notwithstanding the termination of the Contract between the Buyer and the Company. 

6. Until the expiry of the Warranty Period or until the payment in full by the Buyer of all monies due in respect of an Order, whichever is the later:

   • (a) the Company's representatives shall have a full and free right of access to the Goods and products of the Services;

   • (b) the Buyer shall only permit duly authorised representatives of the Company to effect replacement, maintenance and repairs to the Goods and products of the Services; 

   • (c) the Buyer shall properly maintain the installation space and environment for the Goods and products of the Services in accordance with the Company’s instructions and recommendations;

   • (d) the Buyer shall use with the Goods and products of the Services only such operating supplies and software as recommended by the Company; and

   • (e) the Buyer shall permit operation of the Goods and products of the Services only by such operators as shall be competent and conversant with the Goods and products of the Services and the Buyer shall not permit any addition or attachment to or movement of any item or part of the Goods and products of the Services.

7. The Buyer shall conform with all instructions and labelling prescribed by the Company in relation to the Consumer Protection Act 1987 and other applicable health and safety legislation. Where the Company by reason of a breach of this clause 9.7 by the Buyer incurs any liability, whether by court proceedings or by a bona fide out of court settlement, as a result of a claim against the Company in respect of an alleged defect in the Goods and/or products of the Services, then the Buyer shall indemnify the Company against all liability and all related works and expenses.

8. All materials, tools, jigs, fixtures, drawings, artwork, specifications, samples and property of whatever nature which the Buyer provides to the Company, or to which the Company is granted access, in connection with the supply of the Goods and Services shall be correct, safe and satisfactory in all respects. The Buyer shall indemnify and hold harmless the Company in respect of any loss or damage suffered by the Company arising out of or in connection with a breach of this clause by the Buyer. 

INTELLECTUAL PROPERTY

1. Save as set out expressly herein, these Conditions shall not effect any transfer of ownership in, or grant any licence to, any intellectual property rights. For the avoidance of doubt, any and all intellectual property rights in:

   • (a) any on-demand software or ‘software as a service’ product which the Company makes available to a Buyer pursuant to an Order (“Company Platform”) and any materials (whether in tangible or electronic form) owned by or licensed to the Company which existed prior to the date of the Contract between the Company and Buyer (together the “Company IP”) belongs to the Company or its licensors; and

   • (b) materials (whether in tangible or electronic form) owned by or licensed to the Buyer which existed prior to the date of the Contract between the Company and Buyer (together the “Buyer IP”) belongs to the Buyer or its licensors.

2. All intellectual property rights arising out of or in connection with the provision of the Services by the Company, including but not limited to any intellectual property rights in any products, documents, software, drawings, plans, data, database or other works created or developed by the Company, shall be owned by the Company (the “New Materials”).

3. The Company hereby grants to the Buyer a revocable, world-wide, non-exclusive, royalty-free licence to use the Company IP and New Materials for the sole purpose of operating and maintaining the Goods and receiving the Services in accordance with these Conditions. 

4. In respect of any Company Platform, the Buyer shall comply with any additional terms of use which are notified or made available to the Buyer or users of the Company Platform, from time to time. 

5. The Buyer hereby grants to the Company an irrevocable, world-wide, non-exclusive, royalty-free licence to use the Buyer IP for the sole purpose of manufacturing and supplying the Goods and providing the Services to the Buyer and advertising the commercial relationship between the Buyer and the Company in accordance with these Conditions.

PAYMENT

1. The price of the Goods and/or Services to be provided by the Company to the Buyer shall be the price set out in the Order or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of issue of the Order Confirmation (the “Price”). Where an Order provides that the Price is to be calculated with on a time-incurred basis, the time sheets maintained by the Company shall be conclusive.

2. The Price is exclusive of the costs and charges of packaging, insurance and transport and all applicable sales taxes, levies, duties and customs, which shall be invoiced to and paid by the Buyer to the Company in addition.

3. Any sums paid by deposit retainer or prepayment are not in any circumstances returnable. 

4. The Company reserves the right at any time at its discretion to demand security for payment of the Price before continuing with or delivering any Order. 

5. Subject to clause 11.7, the Company shall be entitled to invoice the Buyer for the Price on or at any time after despatch of the Goods and/or personnel responsible for the provision of the Services (or instalments thereof). 

6. The Buyer shall pay invoices in full without deduction or set-off within 30 (thirty) days of the date of the relevant invoice, with time being of the essence.

7. If the Buyer pays the Price by credit or debit card at the time of submitting an Order, then unless agreed otherwise in writing by the Company and the Buyer, the amount quoted by the Company to the Buyer at the time the Order is submitted will, if accepted by the Company, be charged to the Buyer’s credit or debit card (as applicable) within 24 hours of the Company’s issue of the Order Confirmation (or such other period as the Company may reasonably determine). In the event that any additional charges are imposed by the Company in respect of the Order under these Conditions, the Buyer hereby authorises the Company to charge such additional charges to the Buyer’s card within 24 hours of the Company incurring such charges (or such other period as the Company may reasonably determine). 

8. If the Buyer fails to make any payment due to the Company under these Conditions by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. This clause shall not apply to payments that the Buyer disputes in good faith.

9. All payments payable to the Buyer or Company under a Contract shall become due immediately on the termination of that Contract.

CONFIDENTIALITY 

1. The Buyer undertakes to the Company:

   • (a) to keep confidential all Confidential Information (as defined below); 

   • (b) not without the Company's prior written consent to disclose any Confidential Information in whole or in part to any other person save those of its directors, employees, agents or professional advisers involved in the implementation of a Contract, provided in all cases that they have a need to know the same and are subject to confidentiality obligations equivalent to those set out in this clause 12; and

   • (c) to use the Confidential Information solely in connection with the exercise or enjoyment of rights and/or the performance of obligations under a Contract and not otherwise for its own benefit or the benefit of any third party.

2. The provisions of clause 12.1 shall not apply to the whole or any part of the Confidential Information that:

   • (a) is authorised for release by the written consent of the Company; or

   • (b) is required to be disclosed by applicable laws. 

3. For the purposes of this clause 12, “Confidential Information” means any information, however conveyed or presented (whether disclosed orally or in writing), that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the Company, together with all information derived by the Buyer from any such information and any other information clearly designated by the Company as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential.

4. The Buyer acknowledges and agrees that the existence of a Contract between the Company and Buyer is not to be considered Confidential Information and the Company may use the Buyer IP, including the name and brand of the Buyer, for the purposes of advertising and marketing the Company’s Goods and Services. 

TITLE AND RISK IN GOODS 

1. Title in the Goods and products of the Services provided in respect of any Order shall not pass from the Company to the Buyer until the later of delivery in accordance with clause 7.1 and receipt by the Company of payment in full of all sums due or owing from the Buyer to the Company on any account. 

2. Until title has passed, the Goods and products of the Services shall be held on trust for the Company and shall be marked as the property of the Company, stored separately not incorporated into any larger assembly or system or disposed of or used in any way by the Buyer. If the Buyer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to the immediate return of the Goods and products of the Services in which the title has not passed to the Buyer and the Buyer hereby irrevocably authorises the Company to recover the Goods and products of the Services and enter any premises of the Buyer for that purpose. 

3. The risk in the Goods and products of the Services shall pass to the Buyer on delivery in accordance with clause 7.1. Where risk in the Goods and/or products of the Services passes to the Buyer prior to the transfer of title in accordance with clause 13.1, the Buyer shall upon receipt insure and keep insured the Goods and products of the Services in the amount at which the Goods and products of the Services were sold to the Buyer, against all insurable risks.

UNCONTROLLABLE EVENTS

1. The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by an Uncontrollable Event (as defined below).

2. For the purposes of these Conditions, an “Uncontrollable Event” means any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

3. If an Uncontrollable Event takes place that affects the performance of the Company’s obligations under a Contract:

   • (a) the Company will contact the Buyer as soon as reasonably possible to notify the Buyer of such Uncontrollable Event;

   • (b) the Company’s obligations under a Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Uncontrollable Event. Subject to clause 14.3(c), where the Uncontrollable Event affects the Company’s delivery of Goods or provision of the Services to the Buyer, the Company shall arrange a new date for delivery or provision with the Buyer after the Uncontrollable Event is over; and

   • (c) the Contract between the Company and Buyer will terminate if the Uncontrollable Event subsists for a period exceeding six (6) calendar months, unless agreed otherwise in writing in advance of such termination.

COMMUNICATIONS

1. Any notice or other communications required to be given under or in connection with a Contract shall be in writing and shall be deemed received and properly served:

   • (a) subject to clauses 15.2 and 15.3, immediately when delivered by hand;

   • (b) subject to clauses 15.2 and 15.3, twenty-four (24) hours after an e-mail is sent; or

   • (c) subject to clauses 15.2 and 15.3, three (3) days after the date of posting of any letter by registered first class post or recorded delivery.

2. Any notices given by the Company to the Buyer by hand, e-mail or post must be to the addresses provided to the Company in the Buyer’s Order.

3. Any notices given by the Buyer to the Company must be delivered by hand or sent by post to the Company’s registered address. Notice given by the Buyer by e-mail shall not constitute a properly served notice under this clause 15.

DATA PROCESSING

1. This clause 16 applies to the extent that either party processes Personal Data in connection with a Contract.

2. The parties agree that in these Conditions:

   • “Data Controller”, "Data Subject", "Personal Data", "Personal Data Breach", “processing”, and "Data Processor" shall have the same meanings as are assigned to those terms in the GDPR (whereby  "Process" and "Processed" shall be construed accordingly);

   • “Data Protection Laws” means (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of Personal Data to which a Party is subject, including the Data Protection Act 1998 and EC Directive 95/46/EC (up to and including 24 May 2018) and the GDPR (on and from 25 May 2018) or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of Personal Data; and (b) any code of practice or guidance published by the Regulator from time to time;

   • "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) and the Data Protection Act 1998; and

   • "Regulator" means the UK Information Commissioner's Office (including any successor or replacement body).

3. The parties acknowledge that, for the purposes of the Data Protection Laws, the Company is the Data Processor and that the Buyer, the installer and/or the end-client are Data Controllers in respect of any Personal Data under these Conditions.

4. The Company shall, unless notified otherwise in writing by the Buyer, process Personal Data only in accordance with the instructions of the Buyer or any relevant installer and/or end-client, and shall not process Personal Data for any purposes other than those expressly authorised by such persons.

5. The Company shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

6. Each party warrants to the other that it will process the Personal Data in compliance with the Data Protection Laws, all other applicable laws, enactments, regulations, orders, standards, guidance from the Regulator or the Article 29 Working Party (including any successor or replacement bodies) and other similar instruments.

7. Each party warrants to the other that, having regard to the state of technological development and the costs of implementing any measures, it will:

   • Take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure a level of security appropriate to:

     1. The harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

     2. The nature of the data to be protected;

   • Take reasonable steps to ensure compliance with those measures; and

   • Provide all reasonable assistance to the other party and such reasonable information as the other party may request in the event that the other party receives a Data Subject access request or a request from the Regulator.

8. The Buyer agrees to notify the Company as soon as practicable and in any event within 48 hours of receiving any claim or allegation that the Buyer has unlawfully processed any Personal Data, including without limitation an allegation that such processing resulted in a Personal Data Breach, which has been processed by the Company in connection with these Conditions.

9. The Company shall use its reasonable endeavours to notify the Buyer when the Company considers reasonably practicable of any third party allegation that it has unlawfully processed Personal Data, including without limitation an allegation that such processing resulted in a Personal Data Breach, which has been provided to the Company by the Buyer in connection with these Conditions.

10. The Buyer agrees to indemnify and keep indemnified and defend at its own expense the Company against all costs, claims, damages or expenses (including reasonable legal fees) incurred by the Company or for which the Company may become liable due to any failure by the Buyer or its employees or agents to comply with any of its obligations under this clause 16.

11. The Buyer acknowledges that the Company is reliant on the Buyer for direction as to the extent to which the Company is entitled to use and process the Personal Data. Consequently, the Company will not be liable for any claim brought by a Data Subject arising from any action or omission by the Buyer, the installer or the end-client, to the extent that such action or omission resulted directly from the Buyer’s instructions or, if authorised by the Buyer in accordance with clause 16(6) above, the instructions of the installer or the end-client.

12. The Company may authorise a third party (subcontractor) to process personal data provided that the subcontractor’s contract:

    • is on terms which are substantially the same as those set out in these Conditions; and

    • terminates automatically on termination of the Contract for any reason.

13. The Buyer shall impose the same or equivalent obligations as are contained in this clause 16 on any third party with which they contract for the onward provision of the Goods or Services and shall procure that any such third party imposes the same or equivalent obligations on any third party who further provides the Goods or Services or receives the Goods or Services.

OTHER IMPORTANT CONDITIONS

1. The Company may transfer its rights and obligations under a Contract to a third party. The Buyer may only transfer its rights and obligations under a Contract to another person with the prior written consent of the Company.

2. This clause 17(2) applies to the extent that the Company utilises the services of Amazon Web Services, Inc. in the provision of the Goods or Services under a Contract. The Buyer acknowledges that the Company is subject to the Amazon Web Services Customer Agreement (the “AWS Terms”), as amended from time to time (available here). The parties agree that the AWS Terms are hereby incorporated into these Conditions and the Buyer agrees that it shall comply with the applicable obligations placed on the Company under the AWS Terms mutatis mutandis. The Buyer acknowledges that it shall have no more rights against the Company than the Company has against Amazon Web Services, Inc. under the AWS Terms. The Buyer also agrees that the Company shall have against the Buyer the same rights as Amazon Web Services, Inc. has against the Company under such terms.

3. The Contract is between the Buyer and the Company. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

4. Each of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Conditions will remain in full force and effect.

5. These Conditions and the documents referred to herein constitute the entire agreement and understanding between the Buyer and the Company in respect of the matters dealt with within them and supersede any previous agreements between the Buyer and the Company relating to such matters. The Buyer represents and undertakes that in entering into a Contract in accordance with these Conditions it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person other than as expressly set out in these Conditions. Nothing in these Conditions shall operate to exclude any liability for fraud.

6. If the Company fails to insist that the Buyer performs any of its obligations under these Conditions, or if the Company does not enforce its rights against the Buyer, or if the Company delays in doing so, that will not mean that the Company has waived its rights against the Buyer and will not mean that the Buyer does not have to comply with those obligations. If the Company does waive a default by the Buyer, it will only do so in writing, and that will not mean that the Company will automatically waive any later default by the Buyer.

7. These Conditions are governed by English law and any dispute arising out of or in connection with them shall be subject to the non-exclusive jurisdiction of the English courts.