Terms and Conditions

SUPPLY OF SERVICES CONTRACT

  • CONTRACT DETAILS

This Contract is made up of the documents listed below. If there is any conflict or ambiguity between the terms of the documents, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

  • (a) The Proposal.
  • (b) The Conditions set out below.
  • (c) The Data Protection Schedule attached and referred to in the Conditions.
  • (d) Any policies of either party specified as Mandatory Policies in the Proposal.

APPROVAL

Thank you for taking this opportunity to work with Complete.

Please confirm your acceptance of this proposed piece of work and our terms by signing the proposal.

Legal Terms

CONFIDENTIALITY

  • The material contained in this proposal represents proprietary, confidential information pertaining to Complete Coherence Ltd (CCL) services and its methods. The Client hereby agrees that the information in this proposal shall not be disclosed outside of the Client and its affiliates and shall not be duplicated, used or disclosed for any purpose other than to evaluate this proposal. If, however, a contract is awarded to CCL for this proposal as a result of, or in conjunction with, the submission of this information, the Client will have the right to duplicate, use or disclose the material contained herein to the extent provided for in the resulting contract.
  • CCL are registered under the Data Protection Act 1998. It is understood that client data is confidential and will not be shared with anyone other than the appropriate practitioner(s) in the CCL team responsible for delivering the service.
  • CCL undertakes to keep all “Confidential or Proprietary Information” pertaining to the Client and/or any subsidiary or holding company of the Client obtained or otherwise received in the course of this engagement confidential.
  • Proprietary and Confidential Information includes but is not limited to: interview notes, leadership assessment conclusions, presentations, data, trade secrets and know-how, curricula vitae, draft and final client reports and other material not generally available to the general public or of a confidential or proprietary nature.
  • This restriction shall continue to apply after the completion of the project without limit in point of time but shall cease to apply to any such information which may come into the public domain other than through unauthorized disclosure by CCL.
  • This restriction shall not prevent CCL from publicising its relationship with the Client in line with the Publicity clause and used anonymously for the purposes of research and/or publication.

72-HOUR HRV MONITORING

  • The HRV monitor is a highly valuable and costly piece of equipment essential to our coaching programmes. Please return the device, in its original packaging (including device, electrode lead and box) immediately after use via Special Delivery Post using the prepaid envelope provided. Ensure you obtain proof of postage to safeguard against loss or dispute. Failure to return the monitor within 4 weeks will result in a £500 charge and may result in other customers being denied the benefit of using the device

COPYRIGHT & INTELLECTUAL PROPERTY RIGHTS

  • Except where otherwise specifically provided in writing, all images and content contained within the CCL services and the rights contained therein, including copyright, remain the sole and exclusive property of CCL and its practitioners.
  • The client may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use CCL content in any way except for personal, non-commercial use. The client will not adapt, alter or create a derivative from any CCL content except for personal, non-commercial use. Any other use of CCL content requires prior written permission.

DISCLAIMER AND LIMITATIONS OF LIABILITY

  • CCL services are not intended to replace medical consultations or treatments by licensed physicians, psychologists or other healthcare professionals. CCL and its practitioners are insured for Professional and Public Liability with a limit of indemnity of £1 million.
  • However, under no circumstances will CCL or its practitioners be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise and based on advice given by CCL): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of CCL services, regardless of the form of action.

PUBLICITY

  • Both parties to this agreement shall be free reasonably and accurately to publicise the commercial relationship constituted by this agreement.

POSTPONEMENT AND CANCELLATION

  • In the event that the client wishes to terminate its agreement with CCL before completion of the contracted service, CCL will endeavour to understand the reasons behind this choice.  Once a service has begun however, a refund will not be offered under any circumstances.
  • In the unlikely event that the CCL practitioner cannot complete the contracted service (long term illness, disability etc) we will discuss the option of finding another coach/trainer/practitioner with the client so that the service can be completed satisfactorily.  If this cannot be arranged, a pro-rata refund of the fee will be returned to the client.
  • We understand the diary pressure our clients face and so we do not usually charge for postponed sessions.  However, persistent changes in diary dates make serving all our clients difficult.  We therefore charge for postponed sessions or workshops in full, as though they had occurred, if either:
  • A session is postponed within 24 hours of the time it is set for
  • An individual postpones a session twice in a row
  • A workshop is postponed or cancelled with less than three weeks’ notice.

EXPIRY CLAUSE FOR DEVELOPMENT PROGRAMMES

  • Every effort shall be made to schedule and carry out coaching services. All development programmes should be completed within a one-year period from the date of the agreement.  Unless specified in writing, any sessions remaining unscheduled after one year shall lapse.

LAW AND CONFLICT RESOLUTION

  • In the event of any conflict arising out of this agreement both parties agree to enter into conflict resolution with an independent professional mediator within two months of the dispute arising assuming that such a dispute cannot be settled by the parties themselves.
  • This agreement shall be governed by English Law and English courts shall have exclusive jurisdiction in dealing with disputes arising from this agreement.

SUPPLY OF SERVICES CONTRACT

CONDITIONS

1            Interpretation

1.1         Definitions:

  1. Applicable Laws: all laws of the United Kingdom which are generally applicable to a business offering the services offered by the Supplier.
  2. Business Day: a day other than a Saturday, Sunday or public holiday in England.
  3. Charges: the charges, expenses and other sums payable by the Client for the supply of the Services by the Supplier, as set out in the Proposal.
  4. Client Documents: any materials provided by the Client to the Supplier for use in preparation or delivery of the Services;
  5. Client Materials: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) set out in the Proposal.
  6. Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).
  7. Contract: the contract between the Client and the Supplier for the supply of the Services.
  8. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  9. Mandatory Policies: any business policies and codes of either party specified in the Proposal.
  10. Proposal: the proposal specified in the Contract Details.
  11. Services: the services, including without limitation any Client Materials, to be provided by the Supplier pursuant to the Contract, as described in the Proposal.
  12. Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
  13. Supplier Personnel: the employees and sub-contractors of the Supplier selected by the Supplier and involved in the delivery of the Services.

1.2         Interpretation:

1.2.1 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes fax and email.

2 COMMENCEMENT AND TERM

2.1 The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until the Services have been delivered.

3 SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Client using the Supplier Personnel from the Services Start Date in accordance with the Contract.

3.2 In supplying the Services, the Supplier shall:

3.2.1 perform the Services with that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from a skilled and experienced supplier seeking to comply with its contractual obligations, complying with all Applicable Laws and engaged in the same type of undertaking as the Supplier;

3.2.2 ensure that the Client Materials, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

3.2.3 comply with:

(a) all laws, statutes, regulations and codes from time to time in force and applicable to the general operation of the business of the Supplier;

(b) any laws, statutes, regulations and codes from time to time in force and applicable to the specific operation of the business of the Client which the Client has specifically notified to the Supplier provided that it shall be the responsibility of the Client to provide all advice and guidance (professional or otherwise) required by the Supplier to understand and meet such requirement; and

(c) any Mandatory Policies,

provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.

3.2.4 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and

3.2.5 take reasonable care of all Client Documents in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Supplier may destroy the Client Documents if the Client fails to collect the Client Documents within a reasonable period after termination of the Contract.

4 CLIENT’S OBLIGATIONS

4.1 The Client shall:

4.1.1 co-operate with the Supplier in all matters relating to the Services;

4.1.2 in a timely manner and at no charge, provide for the Supplier Personnel access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Supplier and as specified in the Proposal;

4.1.3 provide, in a timely manner, such information as the Supplier may reasonably require including in relation to any Applicable Laws as set out in clause 3.2.1, and ensure that it is accurate and complete in all material respects.

4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Supplier shall:

4.2.1 not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and

4.2.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

5 INTELLECTUAL PROPERTY

5.1 The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Documents.

5.2  The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Documents for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

5.3 Subject to clause 5.7, the Supplier shall own all Intellectual Property Rights in the Client Materials and any other materials that it uses in the delivery or performance of the Services, including any modified versions of those materials that it creates for the Services.

5.4 The Supplier grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Client Materials provided to the Client by the Supplier limited to:

5.4.1 the purpose of receiving and using the Services and the Client Materials in the Client’s business during the term of the Contract; and

5.4.2 any other purpose specified in the Proposal.

5.5 Save as set out in clauses 5.4 and 5.5, and unless otherwise specified in the Proposal, the Client may not:

5.5.1 copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use the Supplier’s materials in any way other than in the course of receipt of the Services;

5.5.2 adapt, alter or create a derivative from any of the Supplier’s content without the written consent of the Supplier;

5.5.3 use the Supplier’s materials in any way to deliver any commercial service in competition with any service offered by the Supplier.

5.6  The Supplier confirms that:

5.6.1   each individual that is in receipt of an individual or team report generated in the course of the services may show that report or reports to any person as they wish;

5.6.2   the Client in receipt of an individual or team report generated in the course of the services may show that report or reports to any person as they wish,

subject in each case to compliance with any data protection laws.

5.7 Where the Supplier incorporates any of the Client Documents into the Client Materials, the Client shall remain the owner of those Client Documents, and the Supplier shall have no right to use those Client Documents except in the delivery of the Services.

5.8 Where the Supplier collects data that has been fully anonymised in the course of delivering the Services, the Supplier shall be the owner of that anonymised data.

5.9 The Supplier shall indemnify the Client in full against any sums awarded by a court against the Client arising out of or in connection with any claim brought against the Client for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of or in connection with the receipt or use of the Services by the Client.

5.10 The Client shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Documents by the Supplier.

6 CHARGES AND PAYMENT

6.1 In consideration for the provision of the Services, the Client shall pay the Supplier the Charges on the basis set out in the Proposal and in accordance with this clause 6.

6.2 Details of deposits, cancellation fees, postponement fees, expenses and ancillary costs shall apply as set out in the Proposal.

6.3 All amounts payable by the Client exclude amounts in respect of value added tax (VAT) or any other applicable goods and services tax, which the Client shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid invoice.

6.4 The Supplier shall submit invoices for the Charges plus VAT or relevant Sales Tax if applicable to the Client as set out in the Proposal. Each invoice shall include all reasonable supporting information required by the Client.

6.5 The Client shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.

6.6 If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 9 (Termination):

6.6.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

6.6.2 the Supplier may suspend all Services until payment has been made in full.

6.7 All amounts due under the Contract from the Client to the Supplier shall be paid by in full in Pounds Sterling without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Client shall be responsible for any bank charges and currency conversion costs that arise on payment.

7. DATA PROTECTION

7.1 The provisions of the Schedule shall apply to any Personal Data received or processed by either party under this Contract.

8. DISCLAIMER AND LIMITATION OF LIABILITY

8.1 The Services are not offered as a replacement for, or intended to replace, medical consultations or treatments by licensed physicians, psychologists or other healthcare professionals.

8.2 The limits and exclusions in this clause reflect the insurance cover held by the Supplier and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

8.3.1 death or personal injury caused by negligence;

8.3.2 fraud or fraudulent misrepresentation; and

8.3.3 breach of the terms as to title, insofar as they are implied by law.

8.4 Subject to clause 8.3, the Supplier’s total liability to the Client shall Supplier be limited to such sums as can be claimed under the insurances held by the Supplier and where the claims are not covered by the insurances held by the Supplier to a sum equal to the Charges paid to the Supplier by the Customer in the 12 months immediately preceding the date the Customer notified the Supplier of the claim. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.5 This clause 8.5 sets out specific heads of excluded loss:

8.5.1 Subject to clause 8.3, the types of loss listed in clause 8.5.3 are wholly excluded by the parties.

8.5.2 The following types of loss are wholly excluded:

(a) Loss of profits.

(b) Loss of sales or business.

(c) Loss of agreements or contracts.

(d) Loss of anticipated savings.

(e) Loss of use or corruption of software, data or information.

(f) Loss of or damage to goodwill

(g) Costs of or related to replacement services.

(h) Indirect or consequential loss.

8.6 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

9.1.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

9.3 On termination of the Contract for whatever reason:

9.3.1 the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

9.3.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

9.3.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10 GENERAL

10.1 Force majeure. The provisions of clause 6.2 shall apply at all times.  Subject to clause 6.2, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

10.2.1 The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.

10.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

10.3 Confidentiality.

10.3.1  Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group to which the other party belongs which was provided in the course of the delivery of the Services, except as permitted by clause 10.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

10.3.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.3.4 The Supplier may disclose the name of the Client as a Client of the Supplier in the Supplier’s marketing materials. Use of Client’s Logo in Marketing: The Client grants CCL a non-exclusive, royalty-free, worldwide license to use the Client’s logo, trademarks, and brand materials for the sole purpose of promoting and marketing the services provided by CCL. This usage may include, but is not limited to, displaying the logo on CCL’s website, social media platforms, promotional materials, and presentations. The Client retains all rights to their logo and may revoke this permission in writing at any time with reasonable notice.

10.4 Entire agreement.

10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver.

10.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

10.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.8 Notices.

10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Contract Details as updated from time to time.

10.8.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid national postal mail or other next working day delivery service, at 12 noon on the second Business Day after posting;

(c) if sent by pre-paid airmail providing proof of postage, at 12 noon local time on the fifth Business Day after posting; or

(d) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

10.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10.9 Third party rights.

10.9.1 The Contract does not give rise to any rights for a third party to enforce any term of the Contract.

10.9.2 The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England.

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

10.12 Language.

10.12.1 This agreement is drafted in the English language. If this agreement is translated into any other language, the English language version shall prevail.

10.12.2 Any notice given under or in connection with this agreement shall be in the English language. All other documents provided under or in connection with this agreement shall be in the English language, or accompanied by a certified English translation.

10.12.3 If such document is translated into any other language, the English language version shall prevail.

SCHEDULE

DATA PROTECTION

In this Schedule:

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: have the meanings defined in the Data Protection Legislation. 

Data Protection Legislation: means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. 

UK Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. 

  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Supplier is the processor. The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject are as set out in the [Proposal]. 
  3. Without prejudice to the generality of paragraph 1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this Agreement. 
  4. Without prejudice to the generality of paragraph 1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement: 
  • 4.1 process that personal data only on the documented written instructions of the Client unless the Supplier is required by Applicable Law to otherwise process that personal data;
  • 4.2 that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • 4.3 without prejudice to clause 10.3 of the Conditions (Confidentiality), ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
  • 4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
  • 4.4.1 the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
  • 4.4.2 the data subject has enforceable rights and effective legal remedies;
  • 4.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
  • 4.4.4 the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
  1. assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 
  2. notify the Client without undue delay on becoming aware of a personal data breach; 
  3. without prejudice to clause 3.2.5 (Client Documents), at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
  4. maintain complete and accurate records and information to demonstrate its compliance with these provisions and allow for audits by the Client or the Client’s designated auditor and immediately inform the Client if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation. 
  5. The Client consents to the Supplier appointing the Sub-Contractors specified in the Proposal and any replacements for, or additions to, them as third party processors of Personal Data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement with those sub-contractors which reflect the requirements of the Data Protection Legislation. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it. 
Data ControllerNamed on proposal.
Data Controller’s DP OfficerNamed on proposal.
Purpose of ProcessingTeam / self development.
Business Purpose of ProcessorTo provide the Services to the Client.
Data SubjectsEmployees, workers and contractors of the Client attending the presentations.
Categories of personal dataName, date of birth, occupation, salary, employment record, health record, emotional records/questionnaires, other. Captured as agreed on proposal.
To be disclosed toThose Supplier Personnel preparing, delivering and following up on presentations.
Data retentionPersonal data will be retained until all presentations and follow up meetings have been completed and shall be anonymised 7 years after the completion of any follow up, unless the Client specifies otherwise.