Coaching Agreement

PARTIES

  1. TIDE RISERS LIMITED incorporated and registered in England and Wales with company number 14067152 whose registered office is at 483 Green Lanes, London, England, N13 4BS  ("Tide Risers");

  2. The "Client".

RECITAL

  1. Tide Risers advises corporates and individuals in relation to leadership and work-life integration.

  2. The Client wishes to engage Tide Risers to provide the Services set out in this Agreement.

OPERATIVE PROVISIONS

  1. Interpretation

    1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

“Applicable Data Protection Laws” The laws of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

“Business Days” A day (other than a Saturday, Sunday or public holiday) when banks in the City of London are generally open for business.

“Charges” Fees to be charged by Tide Risers to the Client in respect of any Services supplied pursuant to the Agreement as detailed in Appendix 2 (Charges) and payable in accordance with clause 6.4.2.

“Client Data” All data disclosed or made available by the Client, including by any Client Personnel, to Tide Risers, including Personal Data and all materials to be created or created and data to be generated or generated by Tide Risers or any Sub-Contractor pursuant to this Agreement.

“Client Employees” The persons employed by the Client.

“Client Personal Data” any personal data which Tide Risers processes in connection with this agreement, in the capacity of a processor, on behalf of the Client.

“Client Personnel” Any director, employee, or representative of the Client.

“Commencement Date” The date of this Agreement.

“Confidential Information” Means:

(a) all personal data and sensitive personal data (as those items are defined in the General Data Protection Regulation ((EU) 2016/679));

(b) all Material and all other information which relates to the business affairs, products, services, marketing strategy, developments, trade secrets and information of commercial value, know-how, personnel, customers, clients, and supplier of either Party; 

(c)   any and all information whether recorded or not (and, if recorded in whatever media and by whosoever recorded) disclosed or made available by the Disclosing Party  to the Receiving Party that is by its nature confidential and/or the other Party knows or ought to know is confidential including trade secrets and information of commercial value, financial, business, technical, and contractual information or data and any and all other information which is designated by that Party as confidential (including, for the avoidance of doubt, the terms of this Agreement); and

(d) where the Disclosing Party is the Client, such Confidential Information shall include all the Client Data, and information relating to any client, potential client or former client of the Client including the confidential information of any such client, potential client of former client.

“Disclosing Party” The Party who discloses information to the other Party.

“Input Material” All documents, information and Material owned or licenced by the Client and provided by the Client to Tide Risers in relation to the performance or receipt of Services, including the Client’s logo and any information required to produce the Tide Risers Property (whether or not it is incorporated in Tide Risers Property).

“Intellectual Property Rights” Any and all rights in and/or to patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to reply) for and renewals or extensions of 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.

“Material” Any document, information, data, working paper or other material (in whatever form) including software, firmware, documented methodology, process and procedure (including without limitation any reports, specifications, business rules and requirements, user manuals, user guides, operations manuals, training materials and instruction), and any other output (in whatever form) including any document, information, data, working paper or other material (in whatever form) originated or prepared by either Party pursuant to this Agreement and all copies thereof.

“Personal Data” Any data or information which relates to an individual and which is held by or is under the control of the Client and all other data and information to which UK Data Protection Legislation applies.

“Pre-existing Material” Any Material created by, for or on behalf of Tide Risers otherwise than in connection with or in the course of the performance or receipt of the Services or services similar to the Services provided by Tide Risers to the Client prior to the date of this Agreement and required to be used by Tide Risers and/or the Client in connection with the performance and/or receipt of the Services.

“Receiving Party” The Party who receives information from the other Party.

“Regulatory Authority” In relation to the Client, any body (including any consumer protection body or the Information Commissioner's Office) which has the responsibility of supervising and/or regulating the Client.

“Relevant Employee” Has the meaning given in Appendix 1 (Service Specification).

“Services” The services to be provided by Tide Risers set out at Appendix 1 (Service Specification).

“Sub-Contractor” Any third party supplier from time to time providing goods and/or services directly or indirectly to Tide Risers in connection with the performance of the Services.  

“Term” The period of one year starting with the date of the Agreement or such other extended period which the Parties agree in writing.

“Tide Risers Personal Data” any personal data which Tide Risers processes, in connection with this agreement, in the capacity of a controller.

“Tide Risers Property” All Pre-Existing Material and all Materials and products developed by Tide Risers or its agents, Sub-Contractors, consultants and employees in relation to the Services in any form, including data, reports, factsheets, leaflets and specifications (including drafts) but excluding Input Material.

“UK GDPR” means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

“UK Data Protection Legislation”

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.

“VAT” Value added tax chargeable under English law for the time being and any similar additional tax.

“Website” https://www.wearetiderisers.com as amended and updated from time to time.

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.3 “writing” includes a reference to any communication effected by electronic means;

1.3.1 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.3.2 “this Agreement” is a reference to this agreement and, if applicable, each of the Schedules as amended or supplemented at the relevant time;

1.3.3 a “Schedule” is a schedule to this Agreement; and

1.3.4 a “Clause” or paragraph is a reference to a clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.4 a "Party" or the "Parties" refer to the parties to this Agreement.

1.5 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.6 Words imparting the singular number shall include the plural and vice versa.

1.7 References to any gender shall include any other gender.

1.8 References to persons shall include corporations.

2. Services 

2.1 Tide Risers shall supply the Services within the United Kingdom for the benefit of the Client in accordance with the terms of this Agreement. The Client agrees to provide such assistance as Tide Risers reasonably requires in order to enable it to supply the Services.

2.2 Tide Risers shall perform the Services to a standard that would reasonably be expected of a competent service provider providing services similar to the Services within the United Kingdom and in accordance with its obligations under this Agreement.

2.3 The Client grants to Tide Risers a non-exclusive, non-transferable, royalty free, personal licence to use its name/logo (and authorises Tide Risers to state that the Client is a client of Tide Risers) on Tide Risers’ website(s) and/or any Tide Risers promotional material.

3. Confidentiality

3.1 Each Party shall keep in strict confidence Confidential Information of the other Party, subject as mentioned below.  

3.2 Either Party may disclose:  

3.2.1 Confidential Information of the other Party to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out their obligations under this Agreement; 

3.2.2 Confidential Information as may be required by applicable law, court order or any governmental or Regulatory Authority; 

3.2.3 Confidential Information which is or becomes publicly available (other than through a breach of the confidentiality provisions contained in this Agreement); and

3.2.4 existence of the general provision by Tide Risers of the Services to the Client in its advertising campaigns, on the Website and in its internal and external communications with, inter alia, current and / or potential Client Employees. 

3.3 Each Party shall ensure that its employees, officers, representatives, advisers, agents or sub-contractors to whom it discloses Confidential Information comply with this clause and take all such steps as shall from time to time be necessary to ensure compliance by its employees, officers, representatives, advisers, agents or sub-contractors with this clause.

3.4 Neither Party shall use any Confidential Information for any purpose other than as permitted under  the Agreement or in order to perform its obligations under, this Agreement. 

3.5 All Material and data supplied by Tide Risers to the Client (including Pre-existing Materials) shall, at all times, be and remain the exclusive property of Tide Risers and all Material and data supplied by the Client to Tide Risers shall, at all times, be and remain the exclusive property of the Client.

3.6 On written request from the Disclosing Party, the Receiving Party will immediately return to the Disclosing Party (or destroy if so directed) all Confidential Information disclosed to it by the Disclosing Party, whether in printed material, form, on disk or otherwise, which is in the Receiving Party’s possession, custody or control, save that the Receiving Party shall not be required to return or destroy such materials incorporating Confidential Information as it is required to retain by law or to comply with the requirements of any other governmental or Regulatory Authority.

3.7 The provisions of this Clause 3 shall survive any termination or expiry of this Agreement for any reason.

4. Intellectual Property

4.1 Except as otherwise specifically stated, this Agreement shall not operate to assign any title, interest or Intellectual Property Rights in any Pre-existing Material, Tide Risers Property or Input Material.

4.2 The Intellectual Property Rights in any Tide Risers Property shall belong to and vest in Tide Risers. The Intellectual Property Rights in any Input Material shall belong to the Client.

4.3 The Client hereby grants to Tide Risers a non-exclusive, non-transferable, royalty free, personal licence to use the Input Material during the Term to the extent necessary and for the sole purpose of the proper performance of the Services. 

4.4 Tide Risers hereby grants to the Client, a non-exclusive, non-transferable, royalty free, personal royalty-free licence to use, during the Term, all Tide Risers Property to the extent necessary for the purpose of enabling the Client to receive and obtain the benefit of the Services within the United Kingdom PROVIDED THAT the Client shall not be permitted to alter any Tide Risers Property in any way. 

5. Data Protection

5.1 For the purposes of this Clause 6, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meanings given to them in the UK GDPR.

5.2 Both Parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Clause 5 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Applicable Data Protection Laws.

5.3 The Parties have determined that for the purposes of Applicable Data Protection Laws, Tide Risers shall process the personal data as set out in Paragraph 1.1 of Schedule 1 as processor on behalf of the Client. Should this change, the Parties shall use all reasonable endeavours make any changes that are necessary to this Clause 5 and Schedule 1 (Processing, personal data and data subjects).

5.4 The Client consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by Tide Risers in connection with the processing of Tide Risers Personal Data, provided these are in compliance with the then-current version of the Tide Riser’s privacy policy available at https://www.wearetiderisers.com/privacy-policy-tr (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.

5.5 Without prejudice to Clause 5.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Tide Risers Personal Data and Client Personal Data to Tide Risers and the lawful collection of the same by Tide Risers for the duration and purposes of this Agreement.

5.6 In relation to the Client Personal Data, Schedule 1 (Processing, personal data and data subjects) sets out 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.

5.7 Without prejudice to Clause 5.2, Tide Risers shall, in relation to Client Personal Data:

5.7.1 process that Client Personal Data only on the documented instructions of the Client which shall be to process the Client Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless Tide Risers is required by Applicable Laws to otherwise process that Client Personal Data (the “Purpose”);

5.7.2 implement the technical and organisational measures set out in Schedule 1 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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;

5.7.3 ensure that any personnel engaged and authorised by Tide Risers to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

5.7.4 assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to Tide Risers), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5.7.5 notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

5.7.6 at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless Tide Risers is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this Clause 5.7.6, Client Personal Data shall be considered deleted where it is put beyond further use by Tide Risers; and

5.7.7 maintain records to demonstrate its compliance with this Clause 5.

5.8 The Client provides its prior, general authorisation for Tide Risers to:

5.8.1 appoint processors to process the Client Personal Data, provided that Tide Risers:

i. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Tide Risers in this Clause 5;

ii. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Tide Risers; and

iii. shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to Tide Risers' reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify Tide Risers for any losses, damages, costs (including legal fees) and expenses suffered by Tide Risers in accommodating the objection.

5.8.2 transfer Client Personal Data outside of the UK as required for the Purpose, provided that Tide Risers shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of Tide Risers, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

5.9 Either Party may, at any time on not less than 30 days' notice, revise this Clause 5 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

6. Limitation of Liability

6.1 This Clause 6 sets out the entire financial liability of Tide Risers (including any liability for the acts or omissions of its employees, agents, consultants and Sub-Contractors) to the Client and vice versa in respect of:

6.1.1 any breach of this Agreement however arising; 

6.1.2 any use made by the Client or any Client Employee of the Services, the Tide Risers Property or any part of them; and  

6.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement except as provided in Clause 6.3.

6.3 Nothing in this Agreement limits or excludes the liability of Tide Risers or the Client:

6.3.1 for death or personal injury resulting from its negligence or the negligence of its employees, officers, representative or agents; 

6.3.2 fraud or fraudulent misrepresentation; or

6.3.3 any loss or liability to the extent it cannot be excluded or limited under applicable law.

6.4 Subject to Clause 6.2 and Clause 6.3:

6.4.1 Tide Risers shall not under any circumstances whatever be liable for: 

6.4.1.1 loss of profits; 

6.4.1.2 loss of business; 

6.4.1.3 depletion of goodwill and/or similar losses; 

6.4.1.4 loss of anticipated savings; 

6.4.1.5 loss of goods; 

6.4.1.6 loss of contract; or

6.4.1.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, whether suffered by the Client or any Client Employee as a result of the provision of the Services; and

6.4.2 subject to Clause 6.2 and Clause 6.3, the total liability of Tide Risers in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Charges paid by the Client for the Services during the Term as at the date on which the liability crystallises.

7. Charges and Payment

7.1 In consideration of the provision of the Services by Tide Risers, the Client shall pay Charges as provided for in Appendix 2. 

7.2 The Client shall pay Charges due and owing subject to the Client being provided with a valid VAT invoice.

7.3 No increase in Charges shall be effective unless agreed between the Parties in writing.

7.4 The Client shall pay each invoice submitted to it by Tide Risers, in full and in cleared funds, in accordance with the terms set out in Appendix 2 (Charges) (or, if no terms are set out in that Appendix, within 30 days of receipt of the invoice) to the bank account specified on the invoice, or such other bank account as is nominated in writing by Tide Risers. 

7.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Tide Risers on the due date, Tide Risers may charge interest on such sum from the due date for payment at a yearly rate of 1% above the base rate for the time being of Barclays Bank PLC which shall accrue on a daily basis from the due date until payment is made.

7.6 All sums payable to Tide Risers under this Agreement shall become due immediately on termination, despite any other provision. This Clause 7.6 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

8. Indemnity

8.1 The Client hereby indemnifies Tide Risers in relation to any loss, cost or expense incurred by Tide Risers by reason of a failure of the Client to comply with the provisions of this Agreement (including, without limitation, the provision by the Client to Tide Risers of inaccurate or misleading information).

9. Force majeure

9.1 “Force Majeure Event” means any circumstance not within a Party's reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) collapse of buildings, fire, explosion or accident; (vi) any labour or trade dispute, strikes, industrial action or lockouts; and/or (vii) interruption or failure of utility service.

9.2 No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, pandemic, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the Party in question.

9.3 In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of two (2) months , the other Party may at its discretion terminate this Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

10. Conflicts

10.1 Tide Risers is entitled to provide its services to any third party provided that, except with the prior written consent of the Client, it will use all reasonable endeavours to ensure that any services provided to any such third party will not conflict with its obligations to the Client.

11. Sub-Contractors

11.1 Tide Risers is entitled to provide any of the Services through Sub-Contractors provided that Tide Risers will remain liable for the proper carrying out of all such Services in accordance with the terms of this Agreement.

12. Term and Termination

12.1 The Agreement shall continue for a period of (12) twelve months from the Commencement Date (subject to earlier termination in accordance with this Clause 12) and shall, unless the Parties otherwise agree in writing, terminate at the end of such period. 

12.2 Either Party may terminate this Agreement immediately by notice in writing to the other if:

12.2.1 the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; 

12.2.2 the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach. 

12.2.3 the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or

12.2.4 the other Party commits an irremediable material breach. For the purpose of this Clause 11, breach of Clause 3 (Confidentiality), Clause 4 (Intellectual Property) or Clause 5 (Data Protection) shall constitute irremediable material breach;

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

12.2.6 the other Party becomes insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with its creditors or suffers any judgement to be executed in relation to any of its property or assets, otherwise than for the purposes of a solvent amalgamation or reconstruction.

12.3 On termination of this Agreement for any reason: 

12.3.1 Unless the Client terminates the Agreement in accordance with Clauses 12.2.2, 12.2.3 or 12.2.4 above, the Client shall pay in a timely manner (not being more than 30 days) to Tide Risers all of Tide Risers’ outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, Tide Risers may submit an invoice, which shall be payable in a timely manner (not being less than 30 days) on receipt;

12.3.2 the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

12.3.3 Clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following Clauses: Clause 3 (Confidentiality), Clause 4 (Intellectual Property), 5 (Data Protection), 8 (Limitation of Liability), (Notices), (Governing law and jurisdiction).

13. Third Party Rights

13.1 No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

14. Notices

14.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

14.2 Notices shall be deemed to have been duly given:

14.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

14.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

14.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

14.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

14.3 In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

15. Entire Agreement

15.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

15.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

16. Counterparts

16.1 This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

17. Severance

17.1 In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

18. Relationship between Parties

18.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

19. Variation

19.1 No amendment to or variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties.

20. Dispute Resolution

20.1 In the event of a dispute between the Parties in relation to any matter arising out of or in connection with this Agreement, the Parties shall use their reasonable endeavours to settle the disagreement. Each Party shall nominate a representative or representatives who shall meet to try to resolve the matter.

20.2 If the meeting between representatives fails to result in a settlement within 10 (ten) Business Days of the date of the request for such a meeting (or if it is not possible to convene a meeting within this period) then the matter shall be referred to mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure.  Any Party may initiate mediation by giving notice in writing to all other Parties in accordance with this provision (the “ADR Notice”). If there is any point on the conduct of the mediation (including as to the choice of mediator) upon which the Parties cannot agree within five Business Days from the date of delivery of the ADR Notice, CEDR will, at the request of either Party, decide that point for them, having first made reasonable efforts to consult with the Parties. The mediation will start not later than 10 (ten) Business Days after the date of delivery of the ADR Notice. If a Party refuses or fails to participate in the mediation process or if settlement is not reached within ten Business Days of the mediation taking place, any Party may refer the matter to arbitration in accordance with the provisions of Clause 20.3 below.  CEDR's fees (and those of the mediator if not included in CEDR's fees) and other expenses of the mediation will be borne equally by the Parties to it. Each Party will bear its own costs and expenses of its participation in the mediation.

20.3 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and which has been referred to arbitration pursuant to Clause 20.2, shall be referred to and finally resolved by arbitration under the Rules of the London Court of Arbitration, which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. 

20.4 Nothing in this Clause 20 shall prevent any Party from applying to the courts of any country for injunctive or other interim relief. 

21. Law and Jurisdiction

21.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

Schedule 1

Processing, Personal Data and Data Subjects


1. PARTICULARS OF PROCESSING

1.1 Scope and Nature

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

·       Where we need to perform the contract we are about to enter into or have entered into with you.

·       Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.

·       Where we need to comply with a legal obligation.

See below to find out more about the types of lawful basis that we will rely on to process your personal data.

Generally, we do not rely on consent as a legal basis for processing your personal data although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

1.2 Purpose of processing

We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal grounds, we are relying on to process your personal data where more than one ground has been set out in the table below: 

1.3 Duration of the processing

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting, or other requirements.

In some circumstances you can ask us to delete your data: see your legal rights below for further information.

In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you. 

1.4 Types of personal data

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

  • Identity Data includes first name, last name, username, or similar identifier.

  • Contact Data includes billing address, delivery address, email address and telephone numbers.

  • Financial Data includes bank account and payment card details.

  • Transaction Data includes details about payments to and from you and other details of services you have purchased from us.

  • Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website. 

  • Usage Data includes information about how you use our website and services. 

  • Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use, and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

If you fail to provide personal data:

Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us, but we will notify you if this is the case at the time.