1. Application of these Conditions

1.1 These Conditions apply to and form part of the Contract between Demand Quality Assurance and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

1.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the contract except to the extent that Demand Quality Assurance otherwise agrees in writing.

1.3 No variation of these Conditions or to a Services Schedule or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Demand Quality Assurance.

1.4 Demand Quality Assurance may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

1.5 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

 

2. Price

2.1 The price for the Services shall be as set out in the Services Schedule or, in default of such provision, shall be calculated in accordance with Demand Quality Assurance's scale of charges as advised by Demand Quality Assurance before the date the Services Schedule is made (Price).

2.2 The Prices are exclusive of:

2.2.1 VAT (or equivalent sales tax); and

2.2.2 out-of-pocket expenses and outlays, such as travel.

2.3 The Price is non-refundable.

2.4 The Customer shall pay any applicable VAT to Demand Quality Assurance on receipt of a valid VAT invoice.

2.5 Demand Quality Assurance may increase the Prices at any time by giving the Customer not less than 15 Business Days’ notice in writing provided that the increase does not exceed 10% of the Prices in effect immediately prior to the increase.

2.6 Notwithstanding clause 2.5, Demand Quality Assurance may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to Demand Quality Assurance of supplying the relevant Services which exceeds 5% and which is due to any factor beyond the control of Demand Quality Assurance.

2.7 Should the Customer request Demand Quality Assurance to perform additional services outside of the initially agreed services set out in the Schedule, the Customer and Demand Quality Assurance will negotiate in good faith with respect to the compensation for such additional services.

 

3. Payment

3.1 Demand Quality Assurance shall invoice the Customer for the Services at any time in advance of performance of the Services.

3.2 50% of the Price shall be paid upfront upon acceptance of the Services by the Customer. The balance of the Price shall be paid:

3.2.1 within 7 days of the date the Services are completed by Demand Quality Assurance; or

3.2.2 if Demand Quality Assurance so decides, at its sole discretion, a monthly equal instalment by way of a monthly direct debit.

3.3 The Customer shall pay all invoices:

3.3.1 in full without deduction or set-off, in cleared funds; and

3.3.2 to the bank account nominated by Demand Quality Assurance.

3.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

3.4.1 Demand Quality Assurance may, without limiting its other rights, charge interest on such sums at 1% a week above the base rate of Bank of England from time to time in force, and

3.4.2 interest shall accrue on a weekly basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.

 

4. Performance

4.1 A Services Schedule shall specify whether the Services are to be:

4.1.1 performed at the Location on the date(s) specified in the Services Schedule; or

4.1.2 performed at an alternative premises set out in the Services Schedule (as the case may be).

The Customer shall make such premises available for Demand Quality Assurance so that Demand Quality Assurance is able to make the Services available to be performed within the period set out in the Services Schedule.

4.2 The Services shall be deemed performed on completion of the performance of the Services as specified in the Services Schedule.

4.3 Demand Quality Assurance may perform the Services in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.4 Each performance of the Services shall be accompanied by a performance note stating:

4.4.1 the date of the Services Schedule;

4.4.2 the relevant Customer and Supplier details;

4.4.3 the category, type and quantity of Services performed; and

4.4.4 any special instructions.

4.5 Time of performance of the Services is not of the essence. Demand Quality Assurance shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.

4.6 Demand Quality Assurance shall not be liable for any delay in or failure of performance caused by:

4.6.1 the Customer's failure to: (i) make the Location available, (ii) prepare the Location in accordance with Demand Quality Assurance instructions, or (iii) provide Demand Quality Assurance with adequate instructions for performance or otherwise relating to the Services;

4.6.2 Force Majeure.

 

5. Warranty

5.1 Demand Quality Assurance warrants that, for a period of one month from performance (the Warranty Period), the Services shall:

5.1.1 conform in all material respects to their description and the specification as contained in the Services Schedule;

5.1.2 be free from material defects;

5.1.3 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s13;

5.1.4 in the case of media on which the results of the Services are supplied, be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979.

5.2 The Customer warrants that it has provided Demand Quality Assurance with all relevant, full and accurate information as to the Customer’s business and needs.

5.3 Demand Quality Assurance shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 5.1, provided that:

5.3.1 the Customer serves a written notice on Demand Quality Assurance not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

5.3.2 such notice specifies that some or all of the Services do not comply with clause 5.1 and identifies in sufficient detail the nature and extent of the defects; and

5.3.3 the Customer gives Demand Quality Assurance a reasonable opportunity to examine the claim of the defective Services.

5.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

5.5 Except as set out in this clause 5:

5.5.1 Demand Quality Assurance gives no warranties and makes no representations in relation to the Services; and

5.5.2 shall have no liability for their failure to comply with the warranty in clause 5.1, and all warranties and conditions (including the conditions implied by sections 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

5.6 The Customer shall be entitled to exercise its rights under clause 5 notwithstanding that the Services were not rejected following any initial inspection.

 

6. Indemnity and Insurance

6.1 The Customer shall indemnify, and keep indemnified, Demand Quality Assurance from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Demand Quality Assurance as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

6.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom, or country of entity, to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to Demand Quality Assurance the benefit of such insurance.

 

7. Limitation of Liability

7.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 7.

7.2 Subject to clauses 7.5 and 7.6, Demand Quality Assurance's total liability shall not exceed the Price.

7.3 Subject to clauses 7.5 and 7.6, Demand Quality Assurance shall not be liable for consequential, indirect or special losses.

7.4 Subject to clauses 7.5 and 7.6, Demand Quality Assurance shall not be liable for any of the following (whether direct or indirect):

7.4.1 loss of profit;

7.4.2 loss or corruption of data;

7.4.3 loss of use;

7.4.4 loss of production;

7.4.5 loss of contract;

7.4.6 loss of opportunity;

7.4.7 loss of savings, discount or rebate (whether actual or anticipated);

7.4.8 harm to reputation or loss of goodwill.

7.5 The limitations of liability set out in clauses 7.2 to 7.4 shall not apply in respect of any indemnities given by either party under the Contract.

7.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

7.6.1 death or personal injury caused by negligence;

7.6.2 fraud or fraudulent misrepresentation;

7.6.3 any other losses which cannot be excluded or limited by applicable law;

7.6.4 any losses caused by wilful misconduct.

 

8. Intellectual Property

8.1 All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Demand Quality Assurance are the property of the Customer provided:

(1) such Work Product is accepted in writing by the Customer within 5 Business Days of being proposed by Demand Quality Assurance; and

(2) the Customer pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Demand Quality Assurance's property.

8.2 Notwithstanding the foregoing, ownership of any Work Products that are licensed by third parties to Demand Quality Assurance shall remain with the licensor at the conclusion of the term of the licence. In such instances, the Customer agrees that it remains bound by the terms of such licences. Demand Quality Assurance will keep the Customer informed of any such limitations.

8.3 Demand Quality Assurance shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that Demand Quality Assurance shall have no such liability if the Customer:

8.3.1 does not notify Demand Quality Assurance, in writing, setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

8.3.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Demand Quality Assurance;

8.3.3 does not let Demand Quality Assurance, at its request and own expense, have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

8.3.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

8.3.5 does not, at Demand Quality Assurance's request, provide Demand Quality Assurance with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.

8.4 If any IPR Claim is made or is reasonably likely to be made, Demand Quality Assurance may at its option:

8.4.1 procure for the Customer the right to continue receiving the benefit of the relevant Services; or

8.4.2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their specification as contained in the Services Schedule.

8.5 Demand Quality Assurance's obligations under clause 8.3 shall not apply to Services modified or used by the Customer other than in accordance with the Contract or Demand Quality Assurance's instructions. The Customer shall indemnify Demand Quality Assurance against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Demand Quality Assurance in connection with any claim arising from such modification or use.

 

9. Confidentiality and Announcements

9.1 The Customer shall keep confidential all Confidential Information of Demand Quality Assurance and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

9.1.1 any information which was in the public domain at the date of the Contract;

9.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

9.1.3 any information which is independently developed by the Customer without using information supplied by Demand Quality Assurance; or

9.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses 9.1.1 to 9.1.3 shall not apply to information to which clause 9.4 relates.

9.2 This clause shall remain in force during the period of the Contract and, if longer, five years after termination of the Contract.

9.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

9.4 To the extent any Confidential Information is Protected Data (as defined in clause 10) such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 10.2.

 

10 Processing of Personal Data

10.1 Demand Quality Assurance's Data Protection policies are enclosed to the Conditions.

10.2 The parties agree that the Customer is a Controller and that Demand Quality Assurance is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to Demand Quality Assurance in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in these Conditions relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

10.3 Demand Quality Assurance shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws, its policies and the terms of the Contract.

10.4 The Customer shall indemnify and keep indemnified Demand Quality Assurance against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 10.

10.5 Demand Quality Assurance shall:

10.5.1 only process (and shall ensure its personnel only process) the Protected Data in accordance with its policies and the Contract, except to the extent:

(a) that alternative processing instructions are agreed between the parties in writing; or

(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

10.5.2 without prejudice to clause 10.2, if Demand Quality Assurance believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws, it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

10.6 Demand Quality Assurance shall (at the Customer's cost):

10.6.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Demand Quality Assurance;

10.6.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data; and

10.6.3 make available to the Customer such information that is in its possession or control as is necessary to demonstrate Demand Quality Assurance's compliance with the obligations placed on it under this clause 10 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 10.6.3).

10.7 Demand Quality Assurance shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

 

11. Force Majeure

11.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

11.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and

11.1.2 uses best endeavours to minimise the effects of that event.

11.2 If, due to Force Majeure, a party:

11.2.1 is or shall be unable to perform a material obligation; or

11.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days; the other party may, within 30 days, terminate the Contract on immediate notice.

 

12. Termination

12.1 Demand Quality Assurance may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

12.1.1 the Customer commits a material breach of Contract and such breach is not remediable. For the avoidance of doubt, Customer’s failure to pay the Price under clause 2 shall be deemed as material breach;

12.1.2 the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

12.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after Demand Quality Assurance has given notification that the payment is overdue; or

12.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

12.2 Demand Quality Assurance may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

12.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

12.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Demand Quality Assurance reasonably believes that to be the case;

12.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

12.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

12.2.5 has a resolution passed for its winding up;

12.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

12.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

12.2.8 has a freezing order made against it;

12.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

12.2.10 is subject to any events or circumstances analogous to those in clauses 12.2.1 to 12.2.9 in any jurisdiction;

12.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 12.2.1 to 12.2.10, including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

12.3 Demand Quality Assurance may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.

12.4 The right of Demand Quality Assurance to terminate the Contract pursuant to clause 12.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

12.5 If Demand Quality Assurance becomes aware that any event has occurred, or circumstances exist, which may entitle the Customer to terminate the Contract under this clause 12, it shall immediately notify the Customer in writing.

12.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Demand Quality Assurance at any time up to the date of termination.

 

13. Notices

13.1 Any notice given by a party under these Conditions shall:

13.1.1 be in writing and in English;

13.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

13.1.3 be sent to the relevant party at the address set out in the Contract

13.2 Notices may be given, and are deemed received:

13.2.1 by hand: on receipt of a signature at the time of delivery;

13.2.2 by Royal Mail first class post: at 9.00am on the second Business Day after posting;

13.2.3 by email: on receipt of a delivery email from the correct address.

13.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 13.1 and shall be effective:

13.3.1 on the date specified in the notice as being the date of such change; or

13.3.2 if no date is so specified, two Business Days after the notice is deemed to be received.

13.4 All references to time are to the local time at the place of deemed receipt.

13.5 This clause does not apply to notices given in legal proceedings or arbitration.

13.6 A notice given under these Conditions is not validly served if sent by email.

 

14. Cumulative Remedies

The rights and remedies provided in the Contract for Demand Quality Assurance only are cumulative and not exclusive of any rights and remedies provided by law.

 

15. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

 

16. Further Assurance

The Customer shall at the request of Demand Quality Assurance, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

 

17. Entire Agreement

17.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

17.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

17.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

 

18. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions, and is duly signed or executed by, or on behalf of, Demand Quality Assurance.

 

19. Assignment

19.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Demand Quality Assurance's prior written consent, such consent not to be unreasonably withheld or delayed OR which it may withhold or delay at its absolute discretion.

19.2 Notwithstanding clause 19.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Demand Quality Assurance prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

 

20. Set-off

20.1 Demand Quality Assurance shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Demand Quality Assurance has with the Customer.

20.2 The Customer shall pay all sums that it owes to Demand Quality Assurance under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

 

21. No Partnership or Agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

 

22. Equitable Relief

The Customer recognises that any breach or threatened breach of the Contract may cause Demand Quality Assurance irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Demand Quality Assurance, the Customer acknowledges and agrees that Demand Quality Assurance is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

 

23. Severance

23.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

23.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

 

24. Waiver

24.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Demand Quality Assurance shall prevent any future exercise of it or the exercise of any other right, power or remedy by Demand Quality Assurance.

24.3 A waiver of any term, provision, condition or breach of the Contract by Demand Quality Assurance shall only be effective if given in writing and signed by Demand Quality Assurance, and then only in the instance and for the purpose for which it is given.

 

25. Compliance with Law

The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

 

26. Conflicts within Contract

If there is a conflict between the terms contained in the Conditions and the terms of the Services Schedule, any schedules, appendices or annexes to the Contract, the terms of the Conditions (including its schedule), unless specifically varied by the Contract, shall prevail.

 

27. Costs and Expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

 

28 Third Party Rights

28.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

 

29. Governing Law

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

 

30. Jurisdiction

The parties irrevocably agree that the courts of the UK and Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

 

31. Definitions and Interpretation

31.1 In these Conditions the following definitions apply:

- Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in the UK and Northern Ireland;

- Conditions means Demand Quality Assurance's terms and conditions of supply set out in this document;

- Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

- Contract means the agreement between Demand Quality Assurance and the Customer for the supply and purchase of Services incorporating these Conditions and the Services Schedule;

- Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010;

- Controller shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Customer means the person who purchases the Services from Demand Quality Assurance and whose details are set out in the Services Schedule;

- Data Protection Laws means, as binding on either party or the Services:

(a) the GDPR;

(b) the Data Protection Act 2018;

(c) any laws which implement any such laws; and

(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

- Data Subject shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Force Majeure means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Demand Quality Assurance or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

- GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;

- Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

- International Organisation shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Location means the address or the social media platform which the Services are to be performed, details of which are as set out in the Services Schedule;

- Personal Data shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Personal Data Breach shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Price has the meaning set out in clause 2.1;

- Processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

- Processor shall have the meaning given to it in applicable Data Protection Laws from time to time;

- Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of Demand Quality Assurance's obligations under the Contract;

- Services means the Services set out in the Services Schedule or confirmed in writing by the parties as included in the Services and to be performed by Demand Quality Assurance for the Customer;

- Services Schedule means the schedule containing particulars of the Services that the Customer engaged Demand Quality Assurance to provide;

- Demand Quality Assurance means Demand Quality Assurance, a company incorporated in Northern Ireland having a company number NI, whose registered address is at (TBC); and

- VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

 

Data Protection Schedule

1.1 We will or may collect in the course of performing our services the below data:

• Your name, address and telephone number.

• Information to enable us to check and verify your identity, e.g. your date of birth or passport details.

• Electronic contact details, e.g. your email address and mobile phone number.

• Information relating to the matter in which you are seeking our services for.

• Information to enable us to undertake a credit or other financial checks on you.

• Your bank and/or building society details.

• Details of your professional online presence, e.g. LinkedIn profile, Companies House or HM Land Registry;

• via our website or our information technology (IT) systems - we use cookies on our website.

1.2 This personal data is required to enable us to provide our service to you. If you do not provide personal data we ask for, it may delay or prevent us from providing services to you.

1.3 Before you or a third party on your behalf gives us any personal information about your employees you must inform them that you are giving the personal information to us and that it will be used in the manner and for the purposes described above and you must obtain their informed consent to such use.

1.4 Save as set out below, we will use all personal information that is supplied to us by you or a third party on your behalf as your data processor for the performance of our contract with you or to take steps at your request before entering into a contract. We may also use the personal information we collect about you or that you or a third party on your behalf gives to us about your employees as a data controller for the following purpose:

(a) to comply with legal and regulatory requirements;

(b) to carry out credit checks, to detect, investigate and prevent fraud and to trace debtors;

(c) for internal analysis and research;

(d) statutory returns;

(e) updating and enhancing client records;

(f) to contact you or your employees by post, phone, email, fax or other permitted means with details of our products and services which may be of interest to you or them. You and your employees can tell us at any time if you/they would prefer not to receive such direct marketing; and

(g) for our legitimate interests or those of a third party.

A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests.

1.5 Our use of the personal information received is subject to your engagements, the Data Protection Act 2018 and our duty of confidentiality. Please be advised that our work for you may require us to give information to third parties such as:

- professional advisers who we instruct on your behalf or refer you to, e.g. barristers, medical professionals, accountants, tax advisors or other experts;

- other third parties where necessary to carry out your instructions, e.g. expert witnesses, your mortgage provider or HM Land Registry in the case of a property transaction or Companies House;

- credit reference agencies;

- our insurers and brokers;

- external auditors, e.g. the audit of our accounts;

- our banks; or

- external service suppliers, representatives and agents that we use to make our business more efficient, e.g. IT service providers, telephony and telecommunications service providers.

1.6 We may disclose and exchange information with law enforcement agencies and regulatory bodies to comply with our legal and regulatory obligations.

1.7 We may also need to share some personal data with other parties, such as potential buyers of some or all of our business or during a restructuring. Usually, information will be anonymised but this may not always be possible. The recipient of the information will be bound by confidentiality obligations.

1.8 We may use your personal data to send you updates (by email, text message, telephone or post) about industry developments that might be of interest to you and/or information about our services, including exclusive offers, promotions or new services.

1.9 We have a legitimate interest in processing your personal data for promotional purposes. This means we do not usually need your consent to send you promotional communications. However, where consent is needed, we will ask for this consent separately and clearly.

1.10 We will always treat your personal data with the utmost respect and never share it with other organisations for marketing purposes.

1.11 You have the right to opt out of receiving promotional communications at any time by:

- contacting us by emailing to info@demandqualityassurance.co.uk 

- writing to us at (TBC)

- telephoning us on (+44) 07912 659685

1.12 We may ask you to confirm or update your marketing preferences if you instruct us to provide further services in the future, or if there are changes in the law, regulation, or the structure of our business.

1.13 Information may be held at our offices and those of our third party agencies, service providers, representatives and agents as described above.

1.14 Some of these third parties may be based outside the European Economic Area. For more information, including on how we safeguard your personal data when this occurs.

1.15 We will keep your personal data after we have finished providing services to you. We will do so for one of these reasons:

- to respond to any questions, complaints or claims made by you or on your behalf;

- to show that we treated you fairly;

- to keep records required by law.

1.16 We will not retain your data for longer than necessary for the purposes set out in this policy. Different retention periods apply for different types of data.

1.17 When it is no longer necessary to retain your personal data, we will destroy and/or archive it.

1.18 To deliver services to you, it is sometimes necessary for us to share your personal data outside the European Economic Area (EEA), e.g.:

- with your and our service providers located outside the EEA;

- if you are based outside the EEA;

- where there is an international dimension to the matter in which we are advising you.

1.19 These transfers are subject to special rules under European and UK data protection law.

1.20 You have the following rights, which you can exercise free of charge:

 

Access 

The right to be provided with a copy of your Personal Data Rectification. The right to require us to correct any mistakes in your personal data to be forgotten. The right to require us to delete your personal data - in certain situations.

Restriction of Processing

The right to require us to restrict processing of your personal data - in certain circumstances, e.g. if you contest the accuracy of the data.

 

Data Portability

The right to receive the personal data you provided to us, in a structured, commonly used and machine-readable format and/or transmit that data to a third party - in certain situations.

 

To Object

The right to object:

- at any time to your personal data being processed for direct marketing (including profiling);

- in certain other situations to our continued processing of your personal data, e.g. processing carried out for the purpose of our legitimate interests. 

 

Not to be Subject to Automated Individual Decision-Making

The right not to be subject to a decision based solely on automated processing (including profiling) that produces legal effects concerning you or similarly significantly affects you.

1.21 If you would like to exercise any of those rights, please:

- complete a data subject request form - available on request; or

- email, call or write to us;

- let us have enough information to identify you (e.g. your full name, address and client or matter reference number);

- let us have proof of your identity and address (a copy of your driving licence or passport and a recent utility or credit card bill); and

- let us know what right you want to exercise and the information to which your request relates.

1.22 We hope that we can resolve any query or concern you may raise about our use of your information.

 

The General Data Protection Regulation also gives you the right to lodge a complaint with a supervisory authority, in particular in the European Union (or European Economic Area) state where you work, normally live or where any alleged infringement of data protection laws occurred. The supervisory authority in the UK is the Information Commissioner who may be contacted at https://ico.org.uk/concerns or telephone: 0303 123 1113 / 028 9027 8757 or email: ni@ico.org.uk.

 

1.23 We may change this policy from time to time, when we do we will inform you via email.