Terms
1 Definitions
In these Terms the following words shall have the following meanings:
1.1 “Agreement” means the agreement between Us and You governed by these Terms as varied from time to time.
1.2 “Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression ‘change of Control’ shall be construed accordingly.
1.3 “Customised Products” means those products or Goods which are ordered with bespoke or specific features or functionality by You which We are not able to return to the manufacturer.
1.4 “Equipment” means any equipment, including tools, systems, cabling or facilities, provided by Techsolve, a trading name of Woo Woo Ltd or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to You.
1.5 “Goods” means any and all goods supplied by Techsolve to You including but not limited to computer Hardware and Software.
1.6 “Hardware” means any Goods or Equipment which comprise products, peripherals or other items of computer hardware.
1.7 “Intellectual Property Rights” means copyright, patent, design right (registered or unregistered), service or trade mark (registered or unregistered), database right or other data right, moral right, or know how or any other intellectual property right.
1.8 “Literature” means Techsolve’s brochures, price lists, and advertisements in any type of media.
1.9 “Order” means the request by You to Us for Goods and/or Services.
1.10 “Internet Lines and Circuits” means any and all connections supplied by Us to You for all external connections
1.11 “Material Breach” means a breach or series of breaches of Your obligations under this Agreement (including an anticipatory breach) which is not minimal or trivial in its consequences and either that breach is: not capable of remedy; or is capable of remedy, but You fail to remedy it within 30 days of receiving a written notice from Us containing details of the material breach and requiring it to be remedied.
1.12 “Minimum Term” means the minimum term of the Agreement as defined at clause 2.1 and as more particularly set out in the Schedule of Services.
1.13 “Quotation” means Our written quotation(s) to You confirming the price of the Goods and/or Services prior to the Agreement.
1.14 “Renewed Term(s)” means the period of one year from the day after the expiry of the Minimum Term or Renewed Term.
1.15 “Services” means any and all services supplied by Techsolve to You, including but not limited to the delivery, installation and configuration services in relation to any Goods sold to You or Equipment supplied to You for any services.
1.16 “Schedule of Services” means the schedule appended to and incorporated into this Agreement setting out the details of the Services to be provided by Sharp to You.
1.17 “Schedule of Services Addendum” means the addendum attached to the Schedule of Services from time to time in which additional, substituted or removed Services which are requested by You are recorded.
1.18 “Software” means any Goods which contain in whole or in part a computer program or programs or instructions.
1.19 “Terms” means these terms and conditions of business as varied from time to time.
1.20 “Unsupported Software” means any Software which is no longer supported by the manufacturer or vendor of that Software.
1.21 “We”, “Us”, “Our”, and “Sharp.” are references to Woo Woo Ltd a company incorporated in England and Wales with registered number 05652346 and whose registered office is situated at The Clock House, Station Approach, Marlow, Buckinghamshire, United Kingdom, SL7 1NT.
1.22 “You” and “Your” are references to the individual, company, partnership, or organisation which places an Order.
2 Agreement and Customer Obligations
2.1 The Agreement shall come into existence when We accept your Order. The Minimum Term of the Agreement will, subject to the cancellation provisions contained in this Agreement, be as set out in the Schedule of Services. Subject to the cancellation provisions contained in this Agreement, including but not limited to clause 9 (Cancellation), this Agreement will automatically renew for a Renewed Term or Renewed Terms in the event that notice is not given in accordance with clause 9.6.
2.2 These Terms shall govern the Agreement to the exclusion of all other terms and conditions.
2.3 By submitting an Order, You shall be deemed to have accepted these Terms and You agree to be bound by these Terms when you place any Order.
2.4 We reserve the right to vary these Terms from time to time, such variations becoming effective immediately upon being posted on Our website.
2.5 These Terms, together with the Main Service Detail, Client Obligations, Restrictions and Variations, Schedule of Services or any Schedule of Services Addendum comprise the whole agreement relating to the supply of Goods and/or Services to You by Sharp. You agree that you have not relied on any representations save insofar as the same have been expressly incorporated in these Terms and You agree that You shall have no remedy in respect of any misrepresentation (other than fraudulent misrepresentation) which has not become a term of these Terms
3 Our Services & Your Obligations
3.1 We shall use reasonable care and skill in providing the Services to You.
3.2 We reserve the right to make any changes to the Services described in Our Literature to conform with any applicable statutory requirements or which We deem appropriate in Our sole discretion.
3.3 The Services are provided solely for Your use and shall not be used by any other party without Our written consent.
3.4 We reserve the right to use persons other than Our employees to supply the Services to You.
3.5 We shall have no obligation to perform any work or undertake any activity which does not comprise part of the Services. If You request and We agree to perform any such extra work, such work will be charged at Our then prevailing rates or as otherwise agreed by Us.
3.6 You shall
3.6.1 provide Us (and our employees, contractors, and agents) with all assistance, co-operation, and information required by Us in supplying the Services.
3.6.2 where the Services specified in the Schedule of Services or any Schedule of Services Addendum include installation services, provide Us (and our employees, contractors and agents) with a suitable environment for the installation and operation of the Goods or Equipment as specified in any installation instructions issued by the manufacturer of the Goods or Equipment.
3.6.3 treat all Techsolve employees, subcontractors, agents and consultants in a professional and respectful manner at all times, and We reserve the right to suspend or terminate this Agreement in accordance with clause 9.1 in the event that this provision is breached.
3.6.4 Inform Us of all health and safety rules and regulations and any other reasonable security requirements that apply at any of Your premises;
3.6.5 keep, use and maintain Our Equipment insofar as the same is installed on Your premises in good condition, in proper environmental conditions, and in accordance with the manufacture’s specifications and Our instructions as notified from time to time, and shall not dispose of or use Our Equipment other than in accordance with Our written instructions or authorisation;
3.6.6 notify Us within a reasonable time, and in any event within 24 hours of performance of the Services, of any defects or failures You reasonably believe to have occurred during the performance of the Services. Any failure to provide such notification will be deemed to be an acceptance of the Services by You to the standard specified herein or (where appropriate) under statute.
4 Goods & Quality Status of Supplies to You
4.1 Where Goods supplied to You were not manufactured by Us, We give no warranty as to the fitness and/or quality of the Goods.
4.2 You shall be entitled only to such warranty for the Goods as We have received from the manufacturer of the Goods.
5 Prices and Payment
5.1 The price of the Goods and/or Services shall be the price as stated in the Quotation and/or the Order.
5.2 All Quotations shall lapse seven (7) days after issue but may be withdrawn by Us at any time before acceptance.
5.3 Value Added Tax at the prevailing rate shall be added to the price of the Goods and Services whether or not stated in the Quotation and/or the Order.
5.4 Payment for the Goods and/or Services is due on or before delivery of the Goods and supply of the Services and We shall invoice you accordingly.
5.5 Where Goods and/or Services are supplied by Us to You under a credit agreement between us, We shall invoice You on or at any time after delivery of the Goods and supply of the Services and unless We otherwise agree in writing payment must be made by You in full within 30 days of the invoice date.
5.6 Upon giving notice to You at any time before delivery of the Goods and/or supply of the Services We reserve the right to increase or decrease the price of the Goods and/or Services to reflect any increases or decreases in the cost to Us of providing the Goods and/or Services to You.
5.7 The price of the Services shall automatically increase by 2.5% on each anniversary of the Agreement. This clause is without prejudice to the provisions of clause 5.5.
5.8 Without prejudice to any other rights We may have, if You fail to pay the invoice price by the due date (i) You shall pay Us interest calculated in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 until the outstanding payment is made in full, and (ii) You shall reimburse Us in respect of all costs and expenses (including legal costs) incurred in the collection of any overdue amount, and (iii) We shall be entitled to cancel the Agreement and/or suspend supplies of Goods and/or Services
5.9 Time shall be of the essence with respect to payment and without affecting any other right or remedy available to Us, We may terminate this Agreement by giving written notice to You if You fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment, or there is a change of Control of You.
6 Delivery, Title and Risk
6.1 We shall use reasonable endeavours to deliver the Goods by the date agreed (if any) and shall not be liable for any cost or damage caused by late or non-delivery. Any delay in delivery of Goods or performance of Services shall not give You a right to reject the Goods or treat the Agreement as repudiated.
6.2 Unless otherwise expressly agreed, delivery of goods shall be made at Your expense, according to Our normal scale of charges, to Your principal place of business or any other addresses You may notify to Us. You shall inspect the Goods immediately upon delivery and shall inform Us of any damaged, faulty or incorrect Goods in accordance with Clause 10 (Return of Goods).
6.3 For the purpose of section 12 of the Sale of Goods Act 1979 We shall transfer only such title or rights in respect of the Goods as We have and if the Goods are purchased by Us from a third party shall transfer only such title or rights as that party had and has transferred to Us.
6.4 Notwithstanding the earlier passing of risk, title in the Goods shall remain with Us and shall not pass to You until the amount due under the invoice for the Goods (including any interest, costs, and expenses We may be entitled to under the Agreement) has been paid in full.
6.5 Until title passes You shall hold the Goods as bailee for Us and shall store or mark them so that they can at all times be identified as Our property and in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur, You will have no rights to use, sell, or otherwise deal with the Goods or any of them.
6.6 We may at any time before title passes (including in the event You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur) and without any liability to You, (i) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate Your right to use, sell, or otherwise deal with them, and (ii) for that purpose (or determining what if any Goods are held by You and inspecting them) enter any premises of or occupied by You.
6.7 Until title passes the entire proceeds of sale of the Goods shall be held in trust for Us and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as Our money.
6.8 We may maintain an action for the price of any Goods notwithstanding that title in them has not passed to You.
6.9 For the avoidance of doubt title to any software supplied by Us to You, including all Intellectual Property Rights in the Software, shall remain at all time with the manufacturers of the Software.
6.10 The Goods are deemed to be delivered to You when We make them available to You or any agent of Yours or any carrier (who shall be Your agent whoever pays its charges) at Our premises or other delivery point agreed by the parties.
6.11 Risk in the Goods passes when they are delivered in accordance with clause 6.10.
6.12 We may at Our discretion deliver the Goods by instalments in any sequence.
6.13 Where the Goods are delivered by instalments, no default or failure by Us in respect of any one or more instalments shall vitiate the Agreement in respect of the Goods previously delivered or undelivered Goods or entitle You to withhold any payment due under the Agreement.
6.14 Any dates quoted by Us for the delivery of the Goods are approximate only and shall not form part of the Agreement and You acknowledge that in the performance expected of Us no regard has been paid to any quoted delivery dates.
6.15 If You fail (i) to take delivery of the Goods or any part of them on the due date, and (ii) to provide any instructions or documents required to enable the Goods to be delivered on the due date, We may on giving written notice to You store or arrange for the storage of the Goods, and on the service of the notice risk in the Goods shall pass to You, delivery of the Goods shall be deemed to have taken place, and You shall pay to Us all costs and expenses including storage, redelivery, and insurance charges arising from Your failure.
6.16 With respect to the supply of any Services which includes any pre-booked site visit or other chargeable time involving Our engineers, technical consultants or other employees or agents, where You cancel or postpone such a visit, the following charges may be charged by Us to You at our discretion:
6.16.1 Cancellation or postponement providing Us with less than 1 days’ notice – 100% of the value of the cancelled time as set out in the Quotation;
6.16.2 Cancellation or postponement providing Us with less than 1 weeks’ notice but more than 1 days’ notice – 75% of the value of the cancelled time as set out in the Quotation;
6.16.3 Cancellation or postponement providing Us with less than 2 weeks’ notice but more than 1 weeks’ notice – 50% of the value of the cancelled time as set out in the Quotation;
7 Warranties and Limitation of Liability
7.1 We provide warranties and accept liability only to the extent stated in this clause, and any conditions, warranties, or other terms concerning the supply of the Goods and Services which might otherwise be implied into or incorporated within these Terms, including, but not limited to, the implied warranties of title, satisfactory quality, merchantability, or fitness for a particular purpose, are hereby excluded.
7.2 We do not exclude or restrict Our liability for death and personal injury caused by Our own negligence or any other liability the exclusion of which is prohibited at law.
7.3 In supplying the Goods and Services you acknowledge and accept that (i) Our only obligation is to exercise reasonable care and skill in providing the Services, (ii) We shall in no circumstances be liable for any indirect or consequential loss, damages, or expenses (including without limitation loss of profits, contracts, business, or goodwill) howsoever arising out of any problem, event, action, data loss, or default of Ours, (iii) We cannot warrant or guarantee that the Services will be uninterrupted or that the Unsupported Software shall operate without failure or delay and We bear no liability in respect of the operability or the consequences of the failure or delay of the operability of any Unsupported Software, and (iv) time shall not be of the essence with respect to the supply of the Services or any Goods.
7.4 If Our performance of its obligations under this Agreement is prevented or delayed by any act or omission or negligence of You, Your agents, subcontractors, consultants or employees, then We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay.
7.5 Our maximum aggregate liability to You for any breach or series of breaches of the Agreement and/or any negligence shall in no circumstances exceed the price paid by You to Us for the Goods and/or Services which are the subject of the breach or negligence.
7.6 You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under this Agreement, subject to Us notifying such costs, charges and losses to You in writing.
7.7 In so far as Goods comprise or contain Software, Hardware, equipment or components which were not manufactured or produced by Us, You shall be entitled to only such warranty or other benefit as We have received from the manufacturer. Where Goods are exported, the warranty arrangements shall be as provided by the manufacturer in the country of installation. Where, however, no such warranty arrangements exist, We will at Our sole discretion, accept the return provided that unless otherwise agreed in writing, You shall be responsible for all costs (including transportation costs) involved.
8 Events beyond our control
8.1 We reserve the right without notice or liability to You to defer the date of performance or to cancel the supply of the Goods and Services if We are prevented from or delayed in the carrying on of Our business due to circumstances beyond Our reasonable control provided that if the event in question endures for a continuous period in excess of 90 days You shall be entitled to give notice in writing to Us to terminate the Agreement.
8.2 Where the Services rely upon the availability of data centres We will use reasonable efforts to provide maximum data centre availability, but You recognise and acknowledge that there is a possibility that a data centre or data centres may become inaccessible or unavailable as a result of code upgrades, operating system instability, power failures, internet outages or other causes beyond Our reasonable control. In such circumstances We shall have no liability to You for any failure to meet service levels caused by such failures or delays.
9 Cancellation
9.1 We may at our sole discretion suspend or cancel the Agreement immediately if You commit a Material Breach of any of Your obligations under the Agreement or if You become insolvent, have an administrative receiver appointed of Your business, make or take steps to make any composition or arrangement with Your creditors, or are compulsorily or voluntarily wound up or cease or threaten to cease trading or We bona fide believe that any of those events may occur.
9.2 Our cancellation of the Agreement in accordance with clause 9.1 shall be without prejudice to any other rights available to Us under these Terms.
9.3 Once accepted by Us, You may only cancel Your Order for Goods with our consent which we are entitled to withhold in any circumstances at our sole discretion. We reserve the right to raise a cancellation charge reflecting a reasonable pre-estimate of our loss in the event that We consent to Your request to cancel an Order for Goods.
9.4 All Internet Lines and Circuits are for a minimum of one year from the start date and can only be cancelled after nine months from their start date with no less than 3 months’ notice in writing.
9.5 Orders for Customised Products may not be terminated.
9.6 With respect to the supply of Services to You, either party may terminate the Agreement by giving the other party no less than 1 months’ notice in writing, which notice may only be served 1 month before the end of the Minimum Term. If no such notice is served this Agreement shall continue for the Renewed Term in accordance with clause 2.1. Once the Agreement is in a Renewed Term, either party may terminate the Agreement by giving the other party no less than 1 months’ notice in writing, which notice may only be served within 1 month of the anniversary of the Renewed Term. For the avoidance of doubt, in the event that notice to terminate is not served on the other party to terminate a Renewed Term, this agreement shall continue for subsequent Renewed Terms until notice is served in accordance with this clause 9.6.
9.7 On termination or expiry of this Agreement:
9.7.1 You shall immediately pay to Us
9.7.1.1 all of Our outstanding unpaid invoices and (if applicable) any default interest and, in respect of the Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; together with
9.7.1.2 where the Agreement has been terminated due to Your default under clause 9.1, a sum equal to all the charges due to the end of the Minimum Term or Renewal Term that have not been invoiced by Us.
9.7.2 You shall return all of Our Equipment, and each party shall return to the other any of the other’s confidential material. If You fail to do so, then We may enter Your premises and take possession of Our Equipment. Until they have been returned or repossessed, You shall be solely responsible for their safe keeping; and
9.7.3 the following clauses shall continue in force even after termination of this Agreement: clause 6 (Delivery, Title and Risk), clause 7 (Warranties and Limitation of liability), clause 11 (Intellectual Property Rights), clause 12 (General), clause 13 (Data Protection), clause 15 (Confidential Information).
9.8 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
10 Return of Goods
10.1 We will accept the return of Goods supplied to You where Our prior authorisation has been obtained. In no circumstances will any returns be accepted without Our prior authorisation. To obtain Our authorisation, You should call us on 0203 3 970 978 or such other telephone number as We may advise. Other than in the case of Our or supplier error, Customised Goods, Exported Goods and Software where the manufacturers seal has been broken are non-returnable.
10.2 We will accept the return of damaged, faulty or incorrectly supplied Goods only upon the following terms:
10.2.1 Damaged Goods: If Goods are received damaged, You must advise Us immediately upon delivery. You must retain all packaging in case this is required by Us in processing Your claim. Damaged packaging must be signed for as such.
10.2.2 Faulty Goods: If faulty Goods are received, You must inform Us within seven calendar days of delivery.
10.2.3 Incorrect Goods: If Goods are supplied incorrectly or otherwise differently from specification on the Our Delivery Advice, You must inform Us within two working days of delivery. complete with all accessories in the original packaging.
10.3 It is Your responsibility to check all packages upon delivery. Faulty, Damaged or incorrectly supplied Goods will be credited at full invoice price provided We have collected the Goods.
10.4 A re-stocking charge will be made for all goods which are not returned in a pristine condition and/or where We have not been informed according to clauses 10.2 2 or 10.2.3.
10.5 Where You wish to return a product which has been delivered according to specification, complete and in full working order, a handling charge of £50 or 10% of the sales value, whichever is greater, will be charged. The original delivery, installation or configuration charges are non-refundable and a charge for deconfiguration will be made where appropriate. We reserve the right to refuse return of these products.
11 Intellectual Property Rights
11.1 You acknowledge that all Intellectual Property Rights in the Goods and Services are and shall remain owned respectively by our suppliers and Us and nothing in these Terms purports to transfer, assign, or grant any rights to You in respect of the Intellectual Property Rights.
11.2 You agree that You will treat as strictly private and confidential the Agreement and the Services and all information you obtain from the Services.
11.3 You agree that You will not change, amend, remove, alter, or modify the Goods and Services or any trademark or proprietary marking in the Goods and Services.
11.4 We shall have no obligation or liability to You in respect of any infringement or alleged infringement of any Intellectual Property Rights belonging to a third party arising from Your possession or use of or dealing in the Goods or the Services.
11.5 You shall enter into a license agreement with the manufacturer of any Software You use. In the event of conflict between this Agreement and any such license agreement, the latter shall prevail.
11.6 You agree to indemnify Us and keep Us indemnified from and hold us on demand harmless from and against all costs, claims, demands, actions, proceedings, liabilities, expenses, damages, or losses (including without limitation consequential losses and loss of profit, and all interest and penalties and legal and other professional costs and expenses) arising out of or in connection with a breach of this clause 11.
12 General
12.1 The relationship of the parties is that of independent contractors dealing at arm’s length;
12.2 No amendment, variation or addition to these conditions shall be binding unless agreed to in writing by Our authorised representative.
12.3 You are not entitled to assign or novate the Agreement or any part of it without Our prior written consent.
12.4 We may assign the Agreement or any part of it to any person, firm, or company.
12.5 The parties to these Terms do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to these Terms or a permitted assignee.
12.6 Failure or delay by Us in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of Our rights under the Agreement.
12.7 Any waiver by Us of any breach of, or any default under, any provision of the Agreement by You will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
12.8 If any provision or part of a provision is held to be invalid or unenforceable by any court or other body of competent jurisdiction, that provision or part of that provision shall be deemed severable and the other provisions or the remainder of the relevant provision will continue in full force and effect.
12.9 Unless otherwise stated in these Terms, all notices from You to Us or vice versa must be in writing and sent to Our registered office as stipulated in clause 1.10 above (or such other address as We may notify to You from time to time) or Your address (or email address) as stipulated in the Order.
12.10 You agree not to employ or engage in any capacity any person, firm, or company employed or engaged by Us during any part of the term of the Agreement or for 6 months after the end of the Agreement.
12.11 The Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
13 Data Protection
13.1 Defined terms used in this clause 13 shall have the meanings provided in the Data Protection Legislation. “Data Protection Legislation” means: (i) the Data Protection Act 2018; (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
13.2 You and We acknowledge that for the purposes of the Data Protection Legislation, You are the Data Controller and We are the Data Processor of any Personal Data.
13.3 We shall: (i) process the Personal Data only in accordance with Your instructions from time to time and shall not process the Personal Data for any other purpose except that We may process Personal Data without your instructions and/or for other purposes if and to the extent that We are required to do so under any applicable EU or English law, regulation or secondary legislation. You acknowledge that We are reliant on You for direction as to the extent to which We are entitled to use and process the Personal Data and You will ensure that You provide us with clear, lawful and timely instructions as to such use and processing so as to enable us to provide the Services in accordance with the Agreement. We will not be liable for any claim, loss or liability arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions or Your failure to provide Us with clear, timely instructions. We will keep a record of any processing of Personal Data We carry out on Your behalf and promptly comply with any request from You requiring Us to amend, transfer or delete any Personal Data of Yours that We then hold; (iii) provide, at Your request, a copy of all Personal Data held by it in the format and on the media reasonably specified by You; (iv) not transfer the Personal Data outside the European Economic Area without Your prior written consent; and (v) promptly inform You if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. In the event of any loss or damage to, or corruption of, such Personal Data, We will use commercially reasonable endeavours to restore the lost, damaged or corrupted Personal Data from the latest back-up of such Personal Data maintained by Us in accordance with your normal back-up procedures.
13.4 If, in relation to the Services, We receive any complaint, notice or communication which relates directly or indirectly to Our processing of Your Personal Data or to either party’s compliance with Data Protection Legislation and the data protection principles set out in the Agreement We shall notify You without undue delay and shall provide You with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
13.5 We shall ensure: (i) that access to the Personal Data is limited to those employees who need access to the Personal Data to meet Our obligations under the Agreement and in the case of any access by any employee, such part or parts of the Personal Data as is strictly necessary for performance of that employee’s duties, (ii) that all of Our employees involved with the Services are informed of the confidential nature of the Personal Data, have (to the extent required under applicable Data Protection Legislation) undertaken training in the laws relating to handling Personal Data and are aware of Our obligations under such legislation and the Agreement.
13.6 If We receive a request from a Data Subject for access to that person’s Personal Data, We shall: notify You without undue delay of receiving such a request; provide You with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person’s Personal Data; and not disclose the Personal Data to any Data Subject or to a third party other than at Your request or as provided for in the Agreement. Any work carried out by Us under this Clause 13.6 will be subject to additional costs charged at our Standard day rates.
13.7 You are entitled, on giving at least 30 working days’ notice to Us, to inspect or appoint representatives who must not be one of Sharp competitors to inspect, during normal working hours and at a time reasonably convenient to Us, all facilities and equipment at Our premises which we use to process Your Personal Data.
13.8 We warrant that: (i) We will process the Personal Data in compliance with all Data Protection Legislation; and (ii) We 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 as required by the Data Protection Legislation.
13.9 You warrant that You will at all relevant times comply with all applicable requirements of the Data Protection Legislation and, without affecting the generality of the foregoing, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us and for Us to process the Personal Data for the purposes anticipated by, and for the duration of, this Agreement.
13.10 We shall notify You without undue delay if We become aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.
13.11 In relation to third parties or sub-contracting the processing of Personal Data: (i) We may only authorise a third party (sub-contractor) to process the Personal Data subject to Your prior written consent (not to be unreasonably withheld or delayed) and provided that provisions relating to data processing and data protection in the sub-contractor’s contract is on terms which are substantially the same as those set out in this clause 13.
14 Ethical Behaviour
14.1 The parties shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, the Bribery Act 2010 and the Criminal Finances Act 2017 (together the Bribery Acts);
14.2 In carrying out their responsibilities under this Agreement, the parties each represent that:
14.2.1 it has not paid, offered, promised to pay or authorised and will not pay, offer, promise to pay, or authorise the payment directly or indirectly of any monies or anything of value (in the form of entertainment, gifts, gratuities, or otherwise) for the purpose of obtaining or rewarding favourable treatment;
14.2.2 it has not paid, offered, promised to pay or authorised and will not pay, offer, promise to pay, or authorise the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for or on behalf of the other party, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by Us in any commercial transaction or in any governmental matter or securing any improper advantage to assist in obtaining or retaining business or directing business to any person;
14.2.3 it has not made and will not make, either directly or indirectly, any improper payments, including but not limited to facilitation payments, gratuities or kickbacks;
14.2.4 it has established and will maintain an effective business ethics and compliance program and procedures to prevent corruption and ensure compliance with the Bribery Acts. Each party’s program and procedures shall implement guidance published by the United Kingdom Ministry of Justice relative to compliance with the Bribery Acts.
14.3 Each party will promptly disclose to the other party together with all pertinent facts any violation, or alleged violation, of the Bribery Acts in connection with the performance of this Agreement.
15 Confidential Information
15.1 We and You shall each preserve the secrecy of all confidential information received from the other and shall each ensure that such obligation is observed by each of its employees, officers, agents and contractors.
15.2 The obligations imposed by this Clause 15 shall survive the variation, renewal or termination of the Agreement but shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient, its employees, officers, agents or contractors.