Agreement for the Supply of GDPR Digital Desktop Training
Background
(A) The Supplier is in the business of providing a Desktop Digital GDPR Training.
(B) The Customer wishes to obtain and the Supplier wishes to provide the Desktop Digital GDPR Training on the terms set out in this agreement.
Agreed Terms:
1. Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement:
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Applicable Laws: all applicable laws, statutes, regulation from time to time in force.
Available Services: the services as set out in Schedule 1.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services.
Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in Schedule 1 and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off , rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
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 in the UK.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
1.8 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.11 A reference to writing or written includes email.
1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.13 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.14 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. About Us
2.1 Supplier details. Affinity Resolutions Ltd (we and us) is a business in England and Wales and our address is Rowan House North, 1 The Professional Quarter, Shrewsbury, Shropshire, SY4 4DY. We operate the website www.affinityresolutions.co.uk.
2.2 Contacting us. To contact us telephone our customer service team at 033 0055 2530 or e-mail [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 17.2.
3. Our Contract With You
3.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Language. These Terms and the Contract are made only in the English language.
3.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
4. Placing An order and it's acceptance
4.1 Placing your order. An order can be placed by email or phone to the email address or telephone number in clause 2.2 above. An order can also be placed on our website by following the onscreen prompts to place an order. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it.
4.4 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
5. Our Services
5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services in our literature or appearing on our website at the date of your order in all material respects.
5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to provide the Services by such dates will not give you the right to terminate the Contract.
6. Your Obligations
6.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the delivery of the Services;
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 14 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Charges
7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
7.2 The Charges are the prices quoted in our literature and on our site at the time you submit your order.
7.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
7.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Services you ordered.
7.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
7.6 Our Charges are exclusive of VAT. VAT is payable in respect of all of the Services and you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7 It is always possible that, despite our reasonable efforts, some of the Services in our literature or on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated in the literature or on our site, we will charge the lower amount the correct price for the Services is higher than the price stated in the literature or on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8. How to Pay
8.1 Payment for the Services is in advance. We will take your payment upon acknowledgement of your order.
8.2 You can pay for the Services using a debit card or credit card, or PayPal.
8.3 Payment for the Services can be made following the issue of an invoice. The Services will not be confirmed or scheduled until payment has been made.
8.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Compaints
If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy
And a request can be made to [email protected]
10. Intellectual Property Rights
10.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
11. How we may use your personal information
11.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
11.2 Further details of how we will process personal information are set out in our Privacy Policy available at www.affinityresolutions.co.uk
12. Limitation of Liability: Your attention is particularly drawn to this cause.
12.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.1 we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
12.3 We have given commitments as to compliance of the Services with the relevant specification in clause 5.2 In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.5 This clause 12 will survive termination of the Contract.
13. Confidentiality
13.1 We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
13.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
14. Termination
14.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. Events outside our control.
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
16. Non-Solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
17. Communications Between Us
17.1 When we refer to “in writing” in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18. Services in UK Only
18.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.
18.2 You may place an order for the Services from an address outside the UK, but this order must be for performance of the Services to an address in the UK.
19. General
19.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Schedule 1 - Services
Background
The aim of the Desktop Digital GDPR Training is:
- to provide members or employees of an organisation with a good understanding of how GDPR applies to their organisation.
- to enable an organisation to comply with the requirements of GDPR on training.
- To provide an efficient, flexible and cost effective method of delivering the training at a time convenient to the individual member of employee.
Delivery of the Services:
The service is accessed through our website www.affinityresolutions.co.uk through the My Account page. Users login, and follow the instructions to access the Desktop Digital GDPR Training.
Contents of the Desktop Digital GDPR Training:
This course explains the essentials of GDPR through case studies and multiple choice questions. It will enable those completing the course to have a good understanding of the requirements set out in GDPR and the Data Protection Act 2018. Topics covered include:
- Understanding GDPR
- What to do in the event of a Breach
- How to deal with a Subject Access Request
Course Materials
Part 1 – Understanding GDPR
The section commences with a short 20 minute video which through a case study gives an overview of GDPR and the six principles. This is followed by a short quiz of 16 multiple choice questions. After the end of each question the correct answer will be revealed on the screen explaining GDPR in more depth.
At the end of this section, your score will be calculated. You can then decide whether to retake the quiz, check the model answers or continue.
Part 2 – What to do in the event of a breach
The section begins with a short 2 minute video. This is followed by 5 multiple choice questions. After the end of each question the correct answer will be revealed on the screen.
At the end of this section, your score will be calculated. You can then decide whether to retake the quiz, check the model answers or continue.
Part 3 – How to Deal with a Subject Access Request
The section begins with a short 1 minute video. This is followed by 5 multiple choice questions. After the end of each question the correct answer will be revealed on the screen.
At the end of this section, your score will be calculated. You can then decide whether to retake the quiz, or check the model answers.