Terms and Conditions for FPL Outsource Ltd TAS floorplansUsketch (company number 5864245) (“floorplansUsketch”)
- These terms
1.1What these terms cover. These are the terms and conditions on which we supply products to you, whether these are services or digital content. “Products” means the floorplansUsketch service and digital content which we supply to you either on Subscription or Pay As You Go basis.
1.2Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
- Information about us and how to contact us
2.1Who we are. We are FPL Outsource Ltd T/A floorplansUsketch a company registered in England and Wales. Our company registration number is 5864245 and our registered office is at floorplansUsketch | Suite 1.14 | Building Three | Watchmoor Park | Camberley | GU15 3YL.Our registered VAT number is GB 284 1959 66.
2.2How to contact us. You can contact us by telephoning our customer service team on +44 203 301 7106 or by writing to us at floorplansUsketch | Suite 1.14 | Building Three | Watchmoor Park | Camberley | GU15 3YL.
2.3How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us when your account was set up.
2.4"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
- Our contract with you
3.1How we will accept your order. Our acceptance of your order will take place when your order appears in your job list on the My Floor Plans or Photos page of your account on the floorplansUsketch website, at which point a contract will come into existence between you and us.
3.2If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3Your job ID. We will assign a job ID to your order, the ID will appear next to the job in the job list. It will help us if you can tell us the job ID whenever you contact us about your job.
- Our products
4.1Example images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those example images.
4.2Making sure your measurements are accurate. If we are making the product to measurements you have given us, you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website here or by contacting us using this link
- Your rights to make changes
If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
- Our rights to make changes
6.1Minor changes to the products. We may change the product:
- to reflect changes in relevant laws and regulatory requirements and
- to implement minor technical adjustments and improvements, for example to address a security threat. These changes may affect your use of the product for example in the way you access or open the product. At the time of the technical adjustment or improvement we will contact you to explain the implications of the change so you can continue to receive and use the product.
6.2Updates to digital content. We may update (for example the website or mobile app) or require you to update (for example your plans or photos) which are part of the digital content which is part of the product. If we do so we shall ensure that the digital content shall always match its description which we provided to you before you bought it.
- Providing the products
7.1Delivery costs. In ordinary circumstances the product is delivered electronically and there is no additional cost. In certain circumstances we may provide hard copies which will attract an additional postage fee. This postage fee would be charged to you at cost price.
7.2When we will provide the products. During the order process we will let you know when we will provide the products to you. If the products are ongoing services and subscriptions, we will also tell you during the order process when and how you can end the contract.
7.3We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4Your legal rights if we deliver late. You have legal rights if we deliver any products late. If we miss the delivery deadline for any products, then you may treat the contract as at an end straight away if any of the following apply:
- we have refused to deliver the products;
- delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
- you told us before we accepted your order that delivery within the delivery deadline was essential.
7.5Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause
7.4, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.6Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause
7.4 or clause
7.5, you can cancel your order for any of the products or reject products that have been delivered. If you wish, you can reject or cancel the order for some of those products (not all of them). After that we will refund any sums you have paid to us for the cancelled products and their delivery. Please call customer services on +44 203 301 7106 or email us at [email protected].
7.7When you become responsible for the product. The product will be your responsibility from the time we deliver the product. The product is delivered when we email you at the email address you gave us to inform you that your product is now ready to download.
7.8When you own the product. You own any products we supply to you once we have received payment in full and where there is our or a third party’s intellectual property contained in the product we give you a licence as explained in the clause
7.9What is our Intellectual Property and when you can use it. All content on the website, including designs, text, graphics, pictures, information, applications, software, sound and other files are the property of floorplansUsketch or third parties which license such rights to us. No website architecture, nor any part of it, may be modified, copied, framed, distributed, scraped, posted, used or sold in any form or by any means. Where necessary we shall grant to you a limited non-transferable licence to use the website architecture accessed via the website only. You accept that you have no right, title or interest in or to the copyright, trade marks or any other intellectual property rights (including without limitation know-how and rights in inventions) subsisting in the website architecture. The licence to use the website architecture in the normal course of your business is subject as follows:
- you agree not to assign, sub-license or otherwise transfer any or all of the rights hereby granted to use the website.
- you shall not modify, adapt, disassemble, decompile or otherwise reverse engineer any or all of the website.
- you agree not to use the website for any purpose other than the submission and creation of floor plans and/or the submission or enhancing of photos.
7.10The licence granted to you shall continue without limit in time unless this contract is ended by you or us. If this contract ends the licence automatically terminates. You will retain the plans which you have created using the site and paid for and you may access your account in order to unarchive or re-activate any job. There is a small fee to reactivate any job, please contact us for further information.
7.11Licence We hereby grant you a licence to use the product for the purposes of the sale and marketing of the relevant property only and for no other purpose unless specifically agreed. You hereby grant to us all necessary licence and right to use any text and other information relating to any property both for the purposes of the product and to retain and use for such purposes as we see fit from time to time.
7.12What information you must give us so we can provide the products to you. You are responsible for providing to us a clear sketch of the property which contains the information required by us to convert this into a floor plan. We will use reasonable skill to create the floor plan and will provide technical advice where possible. You are responsible for the accuracy of all sketches you provide to us and for checking all floor plans supplied by us or on our behalf. You accept that any and all photos and/or floor plans are intended for indicative, illustrative, marketing purposes only, are not intended to be example photos and/or scale drawings unless specifically stated and measurements and areas quoted are approximate, whether or not a disclaimer appears on the drawing or not. It is your responsibility to check all photos and floor plans to ensure that they are correct in all requirements and to ensure that any photos and/or floor plan is an accurate representation of the property. We are not liable for any error or omission in a photo or floor plan. Your attention is drawn to the limitation of our liability stated below in clause
13. You confirm that you have all necessary consents and the authority to produce the photo and/or floor plan of the premises in question and that any information you provide and its use by us will not infringe the intellectual property rights or any other rights of any third part.
7.13Consents and authority. You give to us a perpetual, non-exclusive, transferable royalty free, worldwide licence and right to use, copy, display, reformat, amend, change, excerpt, distribute or sub-license for profit or otherwise in public the information you give us which is contained in the product and we may use that information in the product for such purposes as we see fit from time to time.
7.14Indemnities You shall fully indemnify us and keep us indemnified on demand against any and all loss, damages, costs, expenses or other claims arising from any breach of this licence.
7.15What will happen if you do not give required information to us. We may need certain information from you, described on our website, so that we can supply the products to you, for example, information requested on your registration form and measurements. If so, this will have been stated in the description of the products on our website. When you place the order you will be asked for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause
10.2 will apply), we may do no further work until we receive the requested information or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.16Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
- deal with technical problems or make minor technical changes;
- update the product to reflect changes in relevant laws and regulatory requirements;
- make changes to the product as requested by you or notified by us to you (see clause
7.17Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 7 days in any 6-month period, we will adjust the price and/or ongoing subscription so that you do not pay for products while they are suspended.
7.18We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause
12.3) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause
12.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause
- Your rights to end the contract
8.1You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
- If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause
- If you want to end the contract because of something we have done or have told you we are going to do, see clause
- If you have just changed your mind about the product, see clause
8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
- In all other cases (if we are not at fault and there is no right to change your mind), see clause
8.2Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to enforce any other rights. The reasons are:
- we have told you about an upcoming change to the product or these terms which you do not agree to (see clause
- we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- there is a risk that supply of the products may be significantly delayed because of events outside our control;
- we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 24 hours; or
- you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause
8.3Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4When you don't have the right to change your mind. You do not have a right to change your mind if we have already started work on your job and the job status on the website is showing as “In Progress” - even if the cancellation period is still running.
8.5How long do I have to change my mind? You have 14 days after the day we you place the order and you receive a job ID. However, once we have started a job and the job status shows as “In Progress” you cannot change your mind, even if the 14-day period is still running.
8.6Ending the contract where we are not at fault and there is no right to change your mind. If you do not have any other rights to end the contract (see clause
8.1), you can still contact us before the job is marked as “In progress” and tell us you want to end it. If you do this the contract will end immediately and we will refund any sums paid by you for products not provided or where we have started the job we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
- How to end the contract with us (including if you have changed your mind)
9.1Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
- Phone or email. Call customer services on +44 203 301 7216 or email us at [email protected]. Please provide your name, address, details of the order and, where available, your phone number and email address.
- Online. Complete the online form which can be found here on our website.
9.2How we will refund you. We will refund you the price you paid for the products by the method you used for payment. However, we may make deductions from the price, as described below.
9.3Deductions from refunds. If you are exercising your right to change your mind we may deduct from any refund an amount for the work or jobs, we have completed. The amount will be in proportion to the amount of work we have done or the jobs we have completed, in comparison with the full coverage of the contract.
9.4When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, then your refund will be made within 14 days of your telling us you have changed your mind. We will refund to the payment card you made the payment on or by bank transfer.
- Our rights to end the contract
10.1We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, copy of the plans you want us to produce copy of the sketch or dimensions needed or high resolution photograph for enhancing.
- you do not, within a reasonable time, allow us to deliver the products to you;
10.2You must compensate us if you break the contract. If we end the contract in the situations set out in clause
10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract
10.3We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 30 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
- If there is a problem with the product
11.1How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team on +44 203 301 7216 or write to us using [email protected] or floorplansUsketch | Suite 1.14 | Building Three | Watchmoor Park | Camberley | GU15 3YL.
11.2Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is digital content, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
- if your digital content is faulty, you're entitled to a repair or a replacement.
- if the fault can't be fixed within a reasonable time, or without causing you significant inconvenience, you can get some or all of your money back
- if you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation
If your product is services, the Consumer Rights Act 2015 says:
- you can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
- if you haven't agreed a price upfront, what you're asked to pay must be reasonable.
- if you haven't agreed a time upfront, it must be carried out within a reasonable time.
- Price and payment
12.1Where to find the price for the product. The price of the product (which excludes VAT) will be the price indicated on our website. We take all reasonable care to ensure that the price of product advised to you is correct. VAT is charged at 20%.
12.2We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 When you must pay and how you must pay. We accept payment with credit and debit cards for Pay As You Go accounts and credit and debit card, BACs, International BACs or Direct Debit for Subscription accounts. When you must pay depends on the type of account you have.
12.4We offer two different types of account/payment options. These are Subscription and Pay As You Go.
- Subscription account - you are agreeing to pay either using Continuous Payment Authority using your credit or debit card or via Direct Debit (Direct Debit is only available to clients with an account registered in the UK). Other payment options like BACs are available upon request but should be agreed in writing by us in advance of account registration. You agree to us charging your designated bank account/debit/credit card on an on-going monthly basis for the orders placed plus the difference between the total amount of the orders placed each calendar month and the minimum monthly turnover fee, if applicable, accepting always that this authority may be cancelled at any time giving at least 72 hours notice prior to the next subscription becoming due. Invoices will be issued at the beginning of each month for payment automatically at least 10 days later via Continuous Payment Authority or Direct Debit. If you select the Direct Debit option your Subscription account will only be activated once we have received a fully completed direct debit mandate. On occasions where we agree that you are able to pay for a floor plan after its completion, the invoice shall be paid within 14 days of the date of the invoice. All invoices are subject to VAT where applicable. If, despite reminders, you have still not paid any amount outstanding after 90 days, then we reserve the right to add a charge of £250.00 to the outstanding amount to cover debt collection administration.
- Pay As You Go account - you are agreeing to purchasing credit in advance of placing orders. This credit will be reduced as you place and finalise each order and the funds will be held on account by us until they have been used. If you have available credit on your account and there is no account activity for a period longer than one calendar year we reserve the right to close the account and provide a full refund to you. You must have sufficient credit for one floor plan or one photo in order to place a new order on the system. Once we have completed the floor plan you may need to purchase more credit if the floor plan exceeds the square footage limit stated on the website or if you order any special chargeable preferences. Your plan will only be available in draft format until you have purchased sufficient credit to pay for the services you have ordered.
- You may order in different currencies as set out on our site based on your international geographical location.
12.5We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.6What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly within 14 days to let us know and we will not charge you interest until we have resolved the issue.
- Our responsibility for loss or damage suffered by you
13.1We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen as a result of our breach of this contract or if, at the time the contract was made, both we and you knew it might happen, for example, if you made us aware during the order process that a specific breach of this contract would lead to loss to you.
13.2When we are liable for damage to your property. If defective digital content which we have supplied damages a device or digital content belonging to you we will either repair the damage or pay you compensation.
13.3We are not liable for business losses. If you use the products for any commercial, business or re-sale purpose or are not a consumer as defined by the Consumer Rights Act 2015 we will have no liability to you for any:
- loss of profit;
- loss of business;
- loss of data
- business interruption; or
- loss of business opportunity
Overall our liability in any circumstance will not exceed twelve times the monthly fee or, in the event that we have insurance that may cover the liability, the maximum amount covered by that insurance and for which we receive cover under our insurance policy.
- How we may use your personal data
'Personal Data' has the meaning given to it in the Data Protection Legislation.
14.1How we will use your personal data. We will use the personal information you provide to us:
- to supply the products to you;
- to process your payment for the products; and
- if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these at any time by contacting us.
14.2We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
14.3We will only give your personal information to other third parties where the law either requires or allows us to do so.
14.4In all elements of processing your data we are fully compliant with Data Protection Legislation. ‘Data Protection Legislation’ means (i) prior to 25th May 2018, the Data Protection Act (1998) as amended, (ii) from and including 25th May 2018 the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.
Please refer to our ‘Processing Agreement’ (Schedule 1) which forms part of these terms and conditions.
- Other important terms
15.1Keeping information confidential. You agree to keep confidential the security of your password and identification.
15.2We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
15.3You need our written consent to transfer your rights to someone else may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. There is no specific guarantee attached to the product which could be capable of being transferred.
15.4Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.5If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.6Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
15.7Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
Schedule 1 - Processing Agreement
The following definitions and rules of interpretation apply in this Schedule.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Commencement Date” means the date stated at the beginning of this Schedule.
“Data Controller” or “Controller” has the meaning given to it in the Data Protection Legislation.
“Data Processor” or “Processor” has the meaning given to it in the Data Protection Legislation.
“Data Protection Legislation” means (i) prior to 25th May 2018, the Data Protection Act (1998) as amended, (ii) from and including 25th May 2018 the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (iii) any successor legislation to the GDPR applicable in the UK.
“Data Subject” has the meaning given to it in the Data Protection Legislation.
“GDPR” means General Data Protection Regulations (EU 2016/679).
“Personal Data” has the meaning given to it in the Data Protection Legislation.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular
The Controller appoints the Processor and the Processor accepts the appointment to process Personal Data on the Controller’s behalf from time to time in accordance with the terms of this Schedule.
The parties will comply with all applicable requirements of the Data Protection Legislation.
Annex 1 sets out the scope and nature of the processing and the types of Personal Data.
Processor’s obligations as Processor
The Processor shall
only process the Personal Data in accordance with the terms of this Schedule or any further documented instructions from the Controller and solely in relation to the performance thereof save where the Processor is required to do so by law; in which case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such informing on important grounds of public interest. If the Processor in its opinion, becomes aware that any such term or instruction infringes the GDPR, the Processor shall immediately inform the Customer of such infringement;
ensure that persons authorised to process the Personal Data have been required to commit themselves in writing via an employment agreement containing confidentiality provisions or some other contractual document to confidentiality or are under an appropriate statutory obligation of confidentiality;
assess and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the Data Subject represented by the processing, including as appropriate:
the pseudonymisation and/or encryption of Personal Data;
the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and Processing Services;
the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
in assessing the appropriate level of technical and organisational measures required to undertake the processing and ensure security as per clause 3.1.3, the Processor shall take account in particular of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data of the type being transmitted, stored or otherwise processed.
The Processor shall, taking into account the nature of the processing, assist the Controller by appropriate technical and organisational measures to enable the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR.
The Processor shall assist the Controller in the compliance of its obligations pursuant to Article 32-36 of the GDPR taking into account the nature of the processing and the information available to the Processor.
The Processor shall, so far as it is lawful to comply, at the choice of the Controller, delete or return all the Personal Data to the Controller after the end of the provision of the Processing Services, and delete existing copies unless copies of the Personal Data need to be retained for compliance with the Processor’s statutory obligations.
The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and, if requested, contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller, including without limitation any regulatory authority of the Controller.
Subject always to clause 3.10 where the Processor engages a sub-processor to carry out specific processing activities on behalf of the Controller, the Processor must prior to any processing by the relevant sub-processor enter into a written contract with the sub-processor insofar as they relate to data processing.
The Processor shall make available to the Controller, its auditors and any regulator to which the Controller is subject such of the records and information necessary to demonstrate compliance with the obligations in Article 28 of the GDPR.
The Processor must notify any data breach to the Controller without undue delay after it becomes aware of the same.
Regarding transfers of Personal Data to a third country (being a country outside of the European Economic Area), such transfers shall only a) where the Processor is required to do so by law; in which case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such informing on important grounds of public interest; or b) where there is an international transfer to a country that does not ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to the processing of Personal Data as determined by the European Commission, the Processor has put in place the Standard Contractual Clauses with the data importer.
The Processor may not appoint a Sub-processor without the prior specific written consent or general written authorisation of the Controller (which the Controller shall not unreasonably withhold).
The Controller consents to the Processor appointing the parties listed in Annex 2 as third-party processors.
The provisions of this Schedule are expressly agreed by the parties to survive any termination or expiry of the Contract however arising.
Limitation of liability
Subject to clause 6.3, the Processor’s total liability to the Controller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Schedule shall be limited to £50,000.
The Processor shall not in any circumstances be liable to the Controller for any loss of profit, loss of business, loss of business opportunities, business interruption, reputation, reputation, goodwill or any indirect, consequential or special loss.
Neither party excludes or limits its liability to the other party for fraud or fraudulent misrepresentation, death or personal injury caused by negligence or any other type of liability that cannot be excluded or limited by law.
The parties acknowledge and agree that in the event of any conflict or inconsistency between the terms of this Schedule and the Conditions in relation to the processing of Personal Data and the liability of the Processor in relation to the processing of Personal Data, (i) the terms of this Schedule shall prevail to the extent of such conflict or inconsistency and (ii) the Processor shall be deemed not to be in breach of the Conditions as a result of complying with the terms of this Schedule.
Rights and Remedies
The rights and remedies provided under this Schedule are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of this Schedule is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Schedule.
A person who is not a party to this Schedule shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Schedule.
Annex 1 - Services
|SCOPE OF PROCESSING
||Processing will be limited to personal data provided by the controller or its affiliates or collected by the processor in order and in accordance with the engagement or to manage the controller’s account.
|TYPE OF PERSONAL DATA
Any Personal Data provided by the Controller to the Processor which may include:
This data will be provided to the processor in accordance with the engagement.
- Contact details (professional email address, phone number, title)
- Information about employees / key contacts or account managers.
- Client data, personal email address, phone number, name, home address
|NATURE OF PROCESSING
||Collecting, storing, accessing, transferring, deleting.
Annex 2 - List of Sub processors
||Name of subcontractor
||FPL Outsource (PRIVATE) Limited
||121B, Negombo Road, Liyanagemulla, Seeduwa, Sri Lanka
||Silicosys Technologies India Pvt Lt
||No: 14, 2nd Floor, Indira House, New BEL Road, RMV 2nd Stage, Bangalore 560094