Terms and Conditions for Clients and End Users.
From time to time we may update our Terms and Conditions and we will indicate when it was last updated below. If you have any questions on our terms, then please email firstname.lastname@example.org and we will do our best to answer your question.
Last updated: 26 July 2019
1.1 In these Terms -
“Software Provider, Agency/Contractor” means Software Services or Software Provider, Systems Integrator or Design Agency/Contractor who works with and under the direction of Client and/or End User.
“DTC” means Digital Transformation Consulting Ltd.
“Client” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s. 1159 of the Companies Act 2006) to whom DTC introduces Software Provider, Agency/Contractor;
“Client Group” means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;
“Data Controller” means (i) "data controller" in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) "controller" in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;
“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
“End User” means the company with whom Client has an agreement and who is the recipient of the Services;
“Engagement” means the engagement, or use of Agency and/or Contractor by Client, by Client Group or by any third party to whom or to which Agency and/or Contractor was introduced by Client, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which Agency is an officer or employee or through a limited liability partnership of which Agency and/or Contractor is a member or employee; or indirectly through another employment business or company which holds itself out as such and “Engages” and “Engaged” will be construed accordingly;
“Introduced” means -
a) Client’s face to face introduction of Software Providers, Agency in person or by telephone or by any other audio or visual means; or
b) the passing to Client of information about Software Providers, Agency or Contractor;
whichever is earlier and “Introduces” and “Introduction” will be construed accordingly;
“Opted-Out” means the notice given by Contractor and Representative in accordance with regulation 32(9) of the Conduct Regulations; “Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Software Providers, Agency/Contractor and, where applicable, to any Representative;
“Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;
“Representative” means employee, officer or representative of Software Providers, Agency/Contractor, specified in Software Providers, Agency/Contractor Schedule who renders the Services on behalf of Software Providers, Agency/Contractor;
“Terms” means these terms of business and will include any Software Providers, Agency / Contractor Schedule issued pursuant to these terms of business; and
2. These Terms
2.1 These Terms are effective from date of issue to Client and supersede all previous terms of business issued by DTC.
2.2 These Terms will be deemed to be accepted by Client and to apply by virtue of (a) the passing of information about a Software Provider, Agency to Client by DTC or (b) an Introduction to Client of, or the Engagement by Client of, The Software Provider, Agency or (c) Client’s meeting or request to meet a Software Provider, Agency / Contractor (including by video conferencing or by telephone) or (d) the signature by Client on a contract relating to services provided by Software Provider, Agency / Contractor.
2.3 These Terms contain the entire agreement between the parties in relation to the subject matter hereof and, unless otherwise agreed in writing, these Terms prevail over any previous terms of business, agreement or any purchase conditions put forward by Client.
2.4 For the purposes of these Terms, DTC acts as an Ecommerce Consultancy
2.5 Client authorises DTC to act on its behalf in seeking Software Providers, Agencies or Contractors to be introduced to Client.
2.7 Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.
2.8 Unless the context otherwise requires, references to the singular include the plural and feminine includes masculine and vice versa.
3. DTC’s Consulting Services
3.1 DTC work to the best of its ability to introduce Software Providers, Agencies and Contractors to Client who meet Client’s stated requirements.
3.2 DTC where these services are provided ‘free of charge’, is engaged with Technology Providers, Agencies and Contractors on ‘partner programs’ whether, either orally agreed or in writing, a finder’s fee and/or retainer is being paid or will be payable upon engagement with the client. Client is aware of this as contained in these terms, and as such is not providing direct payment or consideration to DTC, and thus are not obligated to follow DTC’s advice and do not assign any liability to DTC as contained within clause 5.
3.3 DTC maintains that advice and introductions are always to be checked by Client either via third party means and appropriate references taken from other customers prior to engaging via a contract whether orally or in writing, with the Software Provider, Agency / Contractor introduced by DTC. The decision to engage any Software Provider, Agency / Contractor is always the Client’s choice and not solely based upon recommendations made by DTC.
3.4 Client agrees to inform DTC within 24 hours upon the engagement of any Software Provider, Agency / Contractor introduced by DTC to enable DTC to keep accurate records for invoicing purposes.
4. Data Protection
4.1 For the purposes of this clause 4 "Data Subject" means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Agency and Client.
4.2 The parties hereto acknowledge that DTC is a Data Controller in respect of the Personal Data of Agency/Client and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
4.3 The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
4.4 The parties hereto agree that the DTC is not Client's Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Contract and subject to additional terms and conditions.
4.5 The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, DTCs or by Agency or Contractor, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
4.6 The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
4.7 Client will -
a) comply with the instruction of DTC as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by DTC, Client will set out their legal basis for the request of such data and accept that DTC may refuse to share/transfer such Personal Data where, in the reasonable opinion of DTC, it does not comply with its obligations in accordance with Data Protection Legislation;
b) not cause DTC to breach any of their obligations under the Data Protection Legislation.
4.8 In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify DTC and will provide DTC with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the DTC reasonably requests relating to the Personal Data Breach.
4.9 In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as DTC may request to -
a) investigate and defend any claim or regulatory investigation;
c) prevent future breaches.
and will provide DTC with details in writing of all such steps taken.
4.10 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of DTC.
4.11 Client agrees it will only Process Personal Data of Software Provider, Agency or of Contractor for the agreed purpose of provision of Services pursuant to these Terms.
4.12 Client will provide evidence of compliance with clause 4 upon request from DTC.
5.1 DTC shall use reasonable endeavours to ensure Software Provider, Agency/Contractor has the required standard of skill, integrity and reliability; nevertheless, DTC is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of Software Provider, Agency/Contractor or their Representative to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of Contractor or of their Representative howsoever arising.
5.2 All Software Providers, Agencies/Contractors are engaged under contracts for services. They are not the employees of DTC.
5.3 Client will comply, and will procure that End User will comply, in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate public liability insurance in respect of Software Providers, Agency / Contractors and their teams where appropriate.
5.4 DTC is providing introductory services comprising of sourcing, introduction of Software Providers, Agencies/Contractors, DTC does not accept any liability, howsoever arising, for the quality of products or services provided by Software Providers, Agency/Contractor.
5.5 Save where required by law, the parties hereto are not liable for-
a) any loss of profits, loss of business, loss of revenue, depletion of goodwill, pure economic loss, loss of anticipated savings, damages, charges, expenses and/or similar losses; or
b) any special, indirect or consequential losses;
6.1 Client agrees to indemnify and keep indemnified DTC against any costs, claims or liabilities incurred directly or indirectly by DTC arising out of or in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by Client (including its employees, subcontractors and agents); and
b) any breach by Client, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).
7.1 DTC is not liable for any delay or failure in performance of its obligations to Client where this arises from matters outside its reasonable control.
7.2 Any failure by DTC to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
7.3 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by law.
7.4 No provision of these Terms will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 ("the Act"). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.
7.5 Without prejudice to clause 2.2, whereupon these Terms and/or Contractor Schedule/s are executed by the engagement with DTC of duly authorised representatives of the parties this forms a binding agreement and will supersede all previous agreements or representations whether written or oral including without limitation Client’s terms and conditions, purchase order or other Client documents with respect to the provision of services set out herein provided by DTC. These Terms may not be modified or amended except in writing and signed by a duly authorised representative of DTC.
8. Governing Law
8.1 These Terms shall be construed in accordance with the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.