1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Commencement Date” means the commencement date for the Contract as set out in the quotation;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the Goods;
“Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“Customer Materials” means the goods or other materials provided by the Customer to the Supplier to be processed by the Supplier;
“Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR.
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month;
“Services” means the Services to be provided to the Customer as set out in the quotation;
“Supplier” means Sorted Direct Mail Limited, a company registered in England under 07011359 of Ham Lane, Kingswinford, West Midlands, DY6 7JU and includes all employees and agents of Sorted Direct Mail Limited.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include all genders.
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Goods;
3.3.3 provision of the Services; or
3.3.4 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the quotation.
5.3 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
6.1 The price of the Goods and Services shall be the price listed in the Supplier’s quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the Supplier's charges for packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.
7.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
7.2 Where postage charges are to be paid by being charged to the Customer’s own Royal Mail account, the Customer must provide to the Supplier the log-in details to enable the Supplier to access the Customer’s Online Business Account with Royal Mail to enable the Supplier to input the posting information. Where postage charges are to be paid by the Supplier using the Supplier’s Royal Mail Account, the Supplier will submit a pro-forma invoice to the Customer in respect of the postage charges to be incurred. The Customer will pay the pro-forma invoice on receipt and the Supplier will not commence any posting of the Goods until it is in receipt of cleared funds in respect of the postage charges.
7.3 The Customer shall have no right to cancel or rescind this agreement in the event that the Supplier does not commence posting of the Goods due to non-payment of the pro-forma invoice. If the Customer fails to pay the pro-forma invoice in respect of postage costs after 14 days from the date thereof, the Supplier may terminate this agreement and will issue an invoice to the Customer for all costs incurred by the Supplier to the date of termination including the Supplier’s anticipated profit.
7.4 Subject to clause 7.6, the Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 30 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
7.5 If the Customer fails to make any payment due to the Supplier by the due date for payment, then the Customer will pay interest on the overdue amount at the rate of 10% per annum.
7.6 In the event that the Customer appoints a Receiver, Liquidator or Administrator, or makes an arrangement with its creditors, the Supplier may make immediate demand for payment of all and any outstanding invoices, not- withstanding the provisions of clause 7.4.
7.7 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
7.8 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.4 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
7.9 Without prejudice to other remedies, in respect of all unpaid debts due from the Customer to the Supplier, the Supplier shall have a general lien on all goods or property of the Customer in its possession, whether worked on or not, and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Customer in such manner and at such price as it thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Customer for any balance remaining be discharged from all liability in respect of such goods or property.
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 8.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the quotation provide the Services expressly identified in the quotation.
9.1 Posting or other delivery dates are an estimate only and the Supplier shall not be bound to post or otherwise deliver the Goods and Services on any particular date. The Supplier shall not be liable in any manner whatsoever for any delay in posting or delivery and the Customer shall not be entitled to terminate this agreement due to late delivery or posting. The Supplier shall have no liability for loss or damage to any goods or materials once they have been dispatched by mailing or placing in the hands of a delivery service.
9.2 The Supplier will use its reasonable endeavours to post on the Customer’s preferred mailing date and the following process will be adopted:
a) The Customer will advise the Supplier of its preferred mailing date;
b) The Supplier will inform the Customer of the date by which the Customer must supply the Customer Materials to the Supplier in order to achieve the preferred mailing date.
9.3 In the event that the Customer fails to provide the Customer Materials by the date specified by the Supplier, the Supplier may re-forecast the date by which mailing can be completed, or at its option complete the work to the original mailing date. In the event that the Supplier incurs additional costs due to late delivery by the Customer of the Customer Materials, including but not limited to overtime payments, the Supplier will be entitled to invoice the Customer for those additional costs.
9.4 In the event that late delivery to the Supplier of the Customer Materials results in “downtime” of the Supplier’s production resources reserved for the Customer’s mailing, the Supplier shall be entitled to invoice the Customer an additional charge equivalent to the total production time lost.
9.5 The Customer shall deliver the Customer Materials to the Supplier with an accompanying Delivery Note. In the event that Customer Materials are delivered without a Delivery Note, or in mixed boxes or pallets or in any condition requiring the Supplier to check, sort and schedule items, the Supplier will charge a fee to the Customer of £20.00 per hour spent on dealing with the delivery. It is the Customer’s responsibility to deliver correct quantities of Customer Materials and the Supplier will have no liability for shortages.
9.6 The Supplier may reject any Customer Materials that in its opinion are unsuitable or defective, however failure to reject any Customer Materials shall not imply the suitability thereof.
10.1 The Supplier shall have no liability for any errors not corrected by the Customer where the Customer has been provided with Proofs. The Customer’s alterations and additional Proofs necessitated thereby shall be charged extra. Where style, type or layout is left to the Supplier’s judgement, changes therefrom required by the Customer shall be charged extra.
10.2 Where the Customer specifically waives any requirement to examine Proofs, the Supplier is indemnified by the Customer against all and any errors in the finished work.
10.3 Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable.
10.4 The Supplier will use reasonable endeavours to deliver the correct quantity ordered, but quotes are conditional upon margins of 5% being allowed for overs or unders, the same to be charged or deducted.
11.1 In this Clause 11, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
11.2 The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 11 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
i. For the purposes of the Data Protection Legislation and for this Clause 11, the Customer is the “Data Controller” and the Supplier is the “Data Processor”.
ii. The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing are set out in Schedule 1.
iii. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.
iv. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
a. Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
b. Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in Schedule 1.
c. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
d. Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:
1. The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
2. Affected data subjects have enforceable rights and effective legal remedies;
3. The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
4. The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
e. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
f. Notify the Data Controller without undue delay of a personal data breach;
g. On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
h. Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 11 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
11.3 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 11 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:
i. Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 11 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
ii. Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.
12.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
12.1.2 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
12.1.1 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
12.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
12.3 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
12.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
12.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 12.4.
12.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
12.6.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
12.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
12.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
12.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
13.1 Subject to clause 11.3 Data Processing, the Supplier may assign or Sub-contract the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
13.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
14.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 3 Business Days of such delivery, the Supplier shall at its option:
replace the defective Goods within 14 Business Days of receiving the Customer’s notice; or
refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
14.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
14.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
14.4 Goods, other than defective Goods returned under sub-Clauses 14.1 or 14.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
14.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.
If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer.
16.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
16.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
16.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
16.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
16.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
16.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
16.6.1 for death or personal injury caused by the Supplier’s negligence;
16.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
16.6.3 for fraud or fraudulent misrepresentation.
16.7 Subject to the remaining provisions of this Clause 16:
16.7.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
16.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
17.1 Each Party undertakes that, except as provided by sub-Clause 17.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 6 years after its termination:
17.1.1 keep confidential all Confidential Information;
17.1.2 not disclose any Confidential Information to any other person;
17.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
17.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
17.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 17.1.1 to 17.1.4 above.
17.2 Either Party may:
17.2.1 disclose any Confidential Information to:
17.2.2 any sub-contractor or supplier of that Party;
17.2.3 any governmental or other authority or regulatory body; or
17.2.4 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 17.2.1./2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 17, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
17.2.5 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
17.3 The provisions of this Clause 17 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
18 Unless insurance cover is specifically included in the quotation provided by the Supplier, the Customer shall be solely responsible for risk in all goods and property of the Customer, including but not limited to the Customer Materials, notwithstanding that the goods or property may be in the possession, or control of the Supplier, its employees, servants, agents, or contractors. The Supplier will not be liable for loss or damage in the goods or property and the Customer shall arrange its own insurance cover in respect of such risk.
19.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
19.2 Notices shall be deemed to have been duly given:
19.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
19.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
19.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
19.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
19.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
20 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
21 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
22 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
23 A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
24.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
The Supplier shall process Protected Data on behalf of the Customer, the Supplier: (unless required to do otherwise by law), shall process the Protected Data only on and in accordance with the Customer’s documented instructions and as updated from time to time by the written agreement of the parties
If any applicable law requires the Supplier to process Protected Data other than in accordance with the Processing Instructions, the Supplier shall notify the Customer of any such requirement before processing the Protected Data (unless the applicable law prohibits such information on important grounds of public interest).
The Customer undertakes to use the secure facilities provided by the Supplier to transfer all data to the Supplier and that the Supplier will transfer any data back to the Customer utilising the same facilities. The Customer uses strong passwords and keeps them confidential in relation to systems and sites provided by the Supplier.
Data processing may involve various processes including: -
Validation – ensuring the supplied data is correct and relevant
Sorting – arranging items in some sequence and/or in different sets
Summarisation – reducing detailed data to its main points
Aggregation – combining multiple pieces of data
Analysis – the ‘collection, organisation, analysis, interpretation and presentation of data’
Reporting – list detail or summary data or computed information
Classification – separation of data into various categories
The Supplier shall process the Protected Data on behalf of the Customer according to the timeframe agreed at the commencement of the Contract.
Identity Data - including first name, last name, username or similar identifier.
Contact Data - including billing address, delivery address, email address and telephone numbers.
Financial Data - including bank account and payment card details.
Transaction Data - including details about payments to and from the Data Subject.
Technical Data - including internet protocol (IP) address, the Data Subject’s login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform.
Profile Data - including the Data Subject’s username and password, or orders made by the Data Subject.
Usage Data including information about how the Data Subject uses the website of the Customer.
Communications Data - including the Data Subject’s communication preferences.
The Customer’s employees (including temporary or casual workers).
The Customer’s group companies’ employees (including temporary or casual workers).
The Customer’s customers and potential customers.
The Customer’s business partners.
The Customer’s suppliers and sub-contractors.
The Customer’s agents.
Individuals identified in documents processed by the Customer in providing goods and / or services to its customers.
Sorted Direct Mail Ltd takes the privacy and security of individuals and their personal information very seriously and take every reasonable measure and precaution to protect and secure the personal data that we process. We have robust information security policies and procedures in place to protect personal information from unauthorised access, alteration, disclosure or destruction and have several layers of security measures, including but not limited to SSL, access controls, password policy, encryptions, restriction, IT, authentication, etc.
Ham Lane, Kingswinford, DY6 7JU
Monday – Friday: 08:00 – 17:00
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