Postworks Terms and Conditions
Postworks Limited, a
company incorporated in England and Wales (company number 09549192) with
registered offices at Unit 2, 94A Wycliffe
Road, Northampton, United Kingdom, NN1 5JF ("us", "our" or "we").
The Customer ("you"
Our Agreement with you
is made up of:
these general terms and
Royal Mail general terms and
conditions – https://www.royalmail.com/terms-and-conditions;
our Page Layout Guide; (https://hubs.ly/H0v8tzq0) and
our End User Licence Agreement,
which together explain our duties to each
other and makes up the full understanding between us for the Services we agree
to provide to you under this Agreement.
These Conditions shall
take precedence over any other terms and conditions incorporated by reference
in this Agreement.
Pursuant to and in
accordance with the terms of this Agreement, we will provide the Services to
business customers only. Our Services are NOT suitable for consumers.
For the avoidance of doubt, you are a business
customer if you access our Services wholly or mainly for use in connection with
your trade, business, craft or profession, and not for your personal use.
The following definitions and rules of interpretation apply in
Agreement: the agreement between us and you for the
supply of Services in accordance with these Conditions.
All Applicable Laws: the laws, regulations and statutes and the
requirements of any government, regulatory authority or body of competent
jurisdiction applicable to the Services or any party to this Agreement.
Basic File Manipulation: this includes but is not limited to, where required,
correcting a postal address, altering the position of a postal address and
adding barcodes to enable us to provide the Send Services . By signing up to
these Conditions, you are agreeing to us carrying out this process in our
performance of the Send Services .
Business Day: a day other than a Saturday, Sunday or
public holiday in England, when banks in London are open for business.
Charges: the charges payable by you for the supply
of the Services in accordance with clause 8.
Christmas Period: the period from and including 25 December to the 1 January.
Commencement Date: the commencement date for this Agreement
which shall be deemed to be that date on which you create an online account on
Conditions: these terms and conditions as amended from
time to time.
Controller: any person who falls under any definition of "Data
Controller" or "controller" under any Data Protection Law.
“Cut-Off Time” means
midday on a Business Day, which is the time needed for items to be processed
for despatch the same day.
Your Default: has the meaning set out in clause 6.4.
Data Processing Particulars: means the particulars set out in Schedule 1
to this Agreement.
Data Protection Law:
the DPA, the GDPR, any
other applicable law concerning data protection, privacy or confidentiality and
any subordinate or related legislation;
any replacement to,
addition to, or amendment of, any of the foregoing including any national laws
or regulations constituting a replacement or successor data protection regime
to that governed by GDPR; and
any other applicable
laws concerning data protection, confidentiality or privacy which may come into
force from time to time.
Delivery Partner means our chosen supplier to sort and deliver Postal Items.
DPA means the Data Protection Act 2018 or any successor legislation.
GDPR: General Data Protection Regulation ((EU) 2016/679).
ICO: the UK Information Commissioner’s Office.
Intellectual Property Rights: patents, rights to inventions, copyright
and related rights, moral rights, trade marks, business names and domain names,
rights in get-up, goodwill and the right to sue for passing off, rights in
designs, rights in computer software, database rights, rights to use, and
protect the confidentiality of, confidential information (including know-how
and trade secrets) 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
Order: your order and instructions (which you will specify at the
time that you upload your documents to your Postworks account where applicable)
for us to provide the Services in accordance with this Agreement.
Page Layout Guide: the guide and instructions for the layout of your Postal Item as set out
in Schedule 2.
Payment in Advance: has the meaning set out in clause 8.6.
Payment in Arrears: has the meaning set out in clause 8.9.
Personal Data: any information which falls within the definition of
"personal data" under any Data Protection Law.
Postal Items: means, in relation to Send Services, an item for posting as
described on our Website, which is electronically submitted to us by you in PDF
format for posting, and in relation to Receive Services, an item
received by us for opening, scanning and uploading or forwarding on to you.
Send Services:the print and post services which we agree
to provide to you in respect of each Order we accept which include checking
addresses against Royal Mail’s Postcode Address File and amending them where necessary, Basic File Manipulation to include barcoding
your PDF files, printing your PDF files, and enveloping them for collection by our chosen Delivery Partner.
PostworksHUB: means the customer portal which can be
accessed via hub.postworks.co.uk
Processing, Processed and Process: as defined under any Data Protection Law.
Receive Services: the opening, scanning and uploading to the
PostworksHUB of post redirected to us.
Services: collectively, the Send Services and/or Receive Services and such other services which may be agreed between the parties
from time to time.
Third Party Materials: means any materials Intellectual Property
Rights which are owned or licensed by a third party.
Website: https://www.postworks.co.uk/ (or as updated from time to time).
A reference to a
statute or statutory provision is a reference to it as amended or re-enacted. A
reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
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
A reference to writing
or written includes email.
Agreement is formed between you and us
Your Order constitutes
an offer by you to purchase Services in accordance with these Conditions. The
detail of the Services to be provided will be set out in your Order.
Please read these
Conditions carefully and make sure that you understand them, before ordering
any Services from us. Please note that before creating an account you will be asked to agree
to these Conditions. If you refuse to accept these Conditions you will not be
able to order any Services from us.
The Agreement for
Receive Services will be for a minimum term of 3 months commencing from the
date of your Order, after which time it will continue on a rolling 3 month
basis unless a written notice to terminate is given by either party in
accordance with clause 12.
These Conditions apply
to the Agreement to the exclusion of any other terms and conditions that you
seek to impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
Any samples, drawings,
descriptive matter or advertising issued by us, and any descriptions or
illustrations contained in our catalogues or brochures, are issued or published
for the sole purpose of giving an approximate idea of the Services described in
them. They shall not form part of this Agreement or have any contractual force.
Services – General
We shall supply the
Services to you using reasonable care and skill in accordance with this
Agreement. Please note that we will not provide the Services throughout the
We reserve the right to
amend our Services if necessary to comply with All Applicable Laws or
regulatory requirements, or if the amendment will not materially affect the
nature or quality of the Services, and we shall notify you in any such event.
We shall use reasonable
endeavours to meet any performance dates and delivery times specified on our
Website or agreed to in any Order, but any such dates shall be estimates only
and time shall not be of the essence for performance of the Services.
Supply of Send Services
You will be able to see
whether a Postal Item has been accepted via the PostworksHUB. We reserve the right to reject
or refuse to accept any Postal Item for whatever reason as laid out in clause
All Postal Items are to
be received by the Cut-Off Time if they are to be processed for despatch the
We use a Delivery Partner to deliver
all Postal Items. Our obligations to you shall be fulfilled and we shall cease
to have liability to you in respect of the Postal Items as soon as we transfer
your Postal Items into the custody of our Delivery Partner.
We may change Delivery Partners
from time to time. We will notify you two weeks’ in advance if we decide to
change Delivery Partners.
Supply of Receive Services
We will provide you with a PO Box
address to which you will need to arrange the redirection of your post.
We will open your post on receipt
and scan and upload it to the PostworksHUB.
We will be unable to differentiate
between private, personal or otherwise confidential post you may receive, and
your normal post. You give us authority to open and upload all such items in
accordance with clause 5.2 and to forward on any items in accordance with
We hold original items you have
received for 30 days, after which time they will be securely destroyed.
Any post that we may reasonably deem to be marketing material will not be forwarded or scanned. This includes, but is not limited to, magazines, leaflets, flyers and postcards.
make payment of all outstanding
invoices before or on the due date;
co-operate with us in
all matters relating to the Services;
provide us with such
information and materials as we may reasonably require in order to supply the
Services, and ensure that such information is complete and accurate in all
obtain and maintain all
necessary licences, permissions and consents which may be required for the
Services before the date on which the Services are to start; and
comply with All
In relation to Send Services, you shall:
ensure that your items contain a
correct and accurate address, according to the Royal Mail Postcode Address
ensure that your PDFs comply with
our Page Layout Guide;
ensure that the terms
of the Order and any information you provide are complete and accurate. Our
process allows you to check and amend any errors before submitting your Order
to us. You will not be able to recall Postal Items after we start processing
In relation to Receive Services,
be responsible for
arranging and paying for the redirection of your post to the PO Box address we
will provide to you, ensuring this redirection service is renewed throughout
the term of the Agreement, and terminating it immediately upon the termination
of the Agreement;
provide us with a
suitable address for forwarding on any post such as original items that you request, any items that cannot be scanned and other unopened items such as parcels or items we may refuse to open in accordance
with clause 7. We will forward any items once
per week using a trackable service and this will be
If our performance of
any of our obligations under this Agreement is prevented or delayed by any act
or omission by you or failure by you to perform any relevant obligation ("Your
without limiting or
affecting any other right or remedy available to us, we shall have the right to
suspend performance of the Services until you remedy Your Default, and to rely
on Your Default to relieve us from the performance of any of our obligations in
each case to the extent that Your Default prevents or delays our performance of
any of our obligations;
we shall not be liable
for any costs or losses sustained or incurred by you arising directly or
indirectly from your failure or delay to perform any of your obligations as set
out in this clause 6.4; and
you shall reimburse us
on written demand for any costs or losses sustained or incurred by us arising
directly or indirectly from Your Default.
You must comply with
prohibitions, restrictions or specific requirements in the UK and will procure
that your Postal Items and any items you require us to open comply with All
We reserve the right to
reject any Postal Item or refuse to open any received item that we reasonably
consider may be in breach of clause 7.1 which, for the avoidance of doubt,
pornographic images or
promotion of illegal
some religious or
hate mail or items deemed
to be sent because of hostility or prejudice based on a protected
any other type of
imagery or messaging that we deem to be offensive to groups or individuals; or
material developed for the purpose of carrying out any fraudulent or criminal
You will indemnify and
keep us indemnified against any loss or damage suffered and/or costs and/or
liability incurred (including any fines imposed upon us) as a result of you
being in breach of this clause 7.
You will indemnify us
in respect of all costs, losses, expenses and liabilities which we suffer or
incur and which arise as a result of or in connection with our performance of
the Services under this Agreement (including, for the avoidance of doubt, as a
result of any Postal Item, or the communication with any recipient of a Postal
Item, not complying in all respects with All Applicable Laws), save to the
extent that such losses, costs, expenses or liabilities arise as a direct
result of our breach of any provision of this Agreement.
The Charges shall be
our stated prices in force at the time that your Order is accepted as set out
on our Website and as amended by us from time to time. If we discover an error
in the Charges, we will inform you as soon as possible and give you the option
of confirming your Order at the correct price or cancelling it.
We reserve the right to
increase the Charges from time to time and it is your responsibility to check
the Charges that will apply to any Order that you place, and to ensure that
(subject to clause 8.3) you accept the then-current Charges when you place that
Once you have placed an
Order, the Charges in respect of the Postal Items referred to in that Order
will remain fixed, save that we reserve the right to increase the Charges in
respect of any Order, after it has been placed, to reflect any price increases
announced by the Royal Mail after your Order was placed and before it has been
A promotional credit may be applied
to your account at our discretion. This promotional credit is non-refundable,
non-exchangeable and has no cash value. Where the promotional credit has not
been spent we reserve the right to remove it after 30 calendar days.
We may offer you one of
two payments options for our Services – Payment in Advance in accordance with
clause 8.6 or a Payment in Arrears in accordance with clause 8.9.
Payment in Advance. Where we have agreed with you for Payment
in Advance, you will pay us in respect of any Services which you order from us
on or before the date on which you order the Services. If you choose to do so,
you may make a lump sum advance payment in respect of a volume of Services for
which you intend to place an order in the future (with that lump sum to be
allocated against Services which you order from us from time to time).
Where you have made
Payment in Advance:
we will only process
your Order for Send Services, or you will only be able to view your items for Receive Services,if you have made sufficient Payment in Advance to meet the
Charges in full (and you hereby irrevocably and unconditionally authorise us to
allocate any Payment in Advance against any order for Services which you have
placed with us);
if your contract with
us ends for any reason and any amount of any Payment in Advance has not been
allocated against an order for Services which you have placed with us, we will
make reasonable efforts to contact you in order to arrange for a refund of that
unallocated amount. It remains your responsibility to ensure that we have your
correct and up-to-date contact details at all times. If you provide us with
your bank account details, we will we make arrangements for any refunds to be
transferred to you (save that, we will not be responsible for any associated
where we are providing
Receive Services, you will remain liable to pay the PO Box rental, the monthly fee
and any other fixed charges for the remainder
of the term and any Payment in Advance may be allocated to such fees
Where we are obliged to
process a refund, we may apply an administrative charge. We will not arrange
for a refund in accordance with clause 8.7.2 above, if:
the amount of the
unallocated Payment in Advance is equal to or less than the administrative
we have made reasonable
efforts to pay you the money but have been unable to do so, and at least 12
months and have passed since we told you of the final amount that we owe you
and have tried unsuccessfully to return to you.
Payment in Arrears. If we assess you are eligible, we may
allow you to pay for the Services after we have provided them to you by means
of Direct Debit. We reserve the right to refuse or withdraw the right for you
to make Payment in Arrears (and to require Payment in Advance instead) at any
time without consultation with or explanation to you.
Where we have agreed
that you can make Payment in Arrears, we shall invoice you weekly in arrears.
You shall pay each
invoice submitted by us under this Agreement:
within 14 days of the
date of the invoice by Direct Debit or in accordance with any credit terms agreed by us and
confirmed in writing to you; and
in full and in cleared
funds to a bank account nominated in writing by us, and time for payment shall
be of the essence.
All amounts payable by
you under the Agreement are exclusive of amounts in respect of value added tax
chargeable from time to time (VAT). Where any taxable supply for VAT
purposes is made under the Agreement by us to you, you shall, on receipt of a
valid VAT invoice from us, pay to us such additional amounts in respect of VAT
as are chargeable on the supply of the Services at the same time as payment is
due for the supply of the Services.
If you fail to make a
payment due to us under the Agreement by the due date, then, without limiting
our remedies under clause 12, we will have the right to suspend our Services
and you shall pay interest on the overdue sum from the due date until payment
of the overdue sum, whether before or after judgement. Interest under this
clause 8.13 will accrue each day at 8% a year above the Bank of England’s base rate from time to
time. We will also charge for any costs we incur in attempting to recover any
All amounts due under
the Agreement shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as
required by law).
Property Rights in, or arising out of, or in connection with, the Services
(other than Intellectual Property Rights in any materials provided by you)
shall be owned by us.
We grant to you, or
shall procure the direct grant to you of, a fully paid-up, worldwide,
non-exclusive, royalty-free licence during the term of the Agreement for the
purpose of receiving and using the Services. You shall not sub-license, assign
or otherwise transfer the rights granted in this clause 9.2.
You grant us a fully
paid-up, non-exclusive, royalty-free, non-transferable licence to copy and
modify any materials provided by you (including Third Party Materials) to us
for the term of the Agreement for the purpose of providing the Services to you.
You shall indemnify us
and keep us indemnified from and against all and any reasonable costs,
expenses, liabilities, damages and losses suffered or incurred by us as a
result of our use of any materials provided by you (including any Third Party
Unless otherwise agreed
in writing, we will have the right to use your company name and logo in our
marketing materials, on our website and for other promotional purposes, and you
grant us a licence to do so in accordance with clause 9.3.
Data protection and
The parties further
acknowledge that for the purposes of the Data Protection Law, you are the Data
Controller and we are the data processor (where Data Controller and Data
Processor have the meanings as defined in the Data Protection Law).
The parties acknowledge
and agree that we will process Personal Data in order to provide the Services
(the Purpose). For the avoidance of doubt, this may include Data
Processing which takes place outside of the EU as set out in Schedule 1.
Both parties shall
comply with all applicable requirements of Data Protection Law at all times
during the Term of this Agreement. This clause 10 is in addition to, and does
not relieve, remove or replace, either party’s obligations under Data
You shall indemnify and
keep us indemnified against all losses, claims, damages, liabilities, fines,
sanctions, interest, penalties, costs, charges, expenses, compensation paid to
Data Subjects, demands and legal and other professional costs (calculated on a
full indemnity basis and in each case whether or not arising from any
investigation by, or imposed by, a supervisory authority) arising out of or in
any breach by you of
your obligations under this clause 10; or
any breach by us of
this clause 10 which arises out of us providing the Services in accordance with
otherwise, in providing the Services to you, we shall only Process Personal
Data in accordance with the Data Processing Particulars and to the extent
strictly necessary for the Purpose and not for any other purpose.
Without prejudice to
the generality of clause 10.1, you will ensure that you have all necessary
appropriate consents and notices in place to enable lawful transfer of the
Personal Data (as defined in the Data Protection Law) to us for the duration
and purposes of the Agreement.
Without prejudice to
the generality of clause 10.1, we shall, in relation to any Personal Data
processed in connection with the performance by us of our obligations under the
process that Personal
Data only on your documented instructions unless we are required to do so by
All Applicable Laws to which we are subject; in such a case, we shall inform
you of that legal requirement before processing, unless that law prohibits such
information on important grounds of public interest;
ensure that all
personnel who have access to and/or process Personal Data are obliged to keep
the Personal Data confidential;
taking into account the
state of the art, the costs of implementation and the nature, scope, context
and purposes of processing as well as the risk of varying likelihood and
severity for the rights and freedoms of natural persons, we shall implement
appropriate technical and organisational measures to ensure a level of security
appropriate to the risk, including inter alia as appropriate:
and encryption of Personal Data;
the ability to ensure
the ongoing confidentiality, integrity, availability and resilience of
processing systems and 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 security referred to in clause 10.7.3 of this Agreement,
take account in particular of the risks that are presented by processing, in
particular from accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to, personal data transmitted, stored or
where we intend to
engage a new Data Processor, inform you in writing not less than two weeks
before the intended change. Where you notify us immediately of any objections
to that new Data Processor, we will cease to provide the Services. Any Services
that commenced three days prior to you being notified of this change may be processed by the new
Data Processor. If you do not object to this notified change within three
(3) days of being notified, we will continue to
perform the Services in fulfilment of our obligations under this Agreement;
where we engage another
Data Processor for carrying out specific processing activities on your behalf,
the same data protection obligations as set out in this Agreement shall be
imposed on that other Processor by way of a contract or other legal act under
All Applicable Laws, in particular providing sufficient guarantees to implement
appropriate technical and organisational measures in such a manner that the
processing will meet the requirements of the GDPR. Where that other Processor
fails to fulfil its data protection obligations, we shall remain fully liable
to you for the performance of that other Data Processor’s obligations.
taking into account the
nature of the processing, (at your cost) assist you by appropriate technical
and organisational measures, insofar as this is possible, for the fulfilment of
your obligation to respond to requests for exercising the data subject’s rights
laid down under Data Protection Law including under Chapter III of the GDPR;
shall assist you (at
your cost) in ensuring compliance with your obligations pursuant to Articles 32
to 36 of the GDPR taking into account the nature of processing and the information
available to us;
notify you without
undue delay on becoming aware of any Personal Data Breach in respect of any
at your choice, delete
or return all the personal data to you after the end of the provision of
Services relating to data processing (or at any point in time whilst such data
processing is taking place), and delete existing copies unless All Applicable
Law requires storage of the personal data;
make available to you
all information necessary to demonstrate compliance with the obligations laid
down in the GDPR and allow for and contribute to audits, including inspections,
conducted by you or another auditor mandated by you. For the avoidance of
doubt, costs attributable to any such audit shall be borne by you;
10.7.12 with regard to clause 10.7.11 of this
Agreement, immediately inform you if, in our opinion, an instruction infringes
the GDPR or other applicable data protection provisions.
For the avoidance of
doubt, this Agreement shall constitute documented instructions for the purposes
of clause 10.2 in respect of us acting as a Data Processor to you for the
liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in this
Agreement shall limit or exclude either party’s liability for:
death or personal
injury caused by its negligence, or the negligence of its personnel, agents or
fraud or fraudulent
any other liability
which cannot be limited or excluded by All Applicable Law.
Subject to clause 11.1,
we shall 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 Agreement for:
loss of profits;
loss of sales or
loss of agreements or
loss of anticipated
loss of use or
corruption of software, data or information (subject to clause 10);
loss of or damage to
any indirect or
Subject to clause 11.1
our total liability to you, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in connection with
this Agreement in any year shall be limited to the amount of the Charges
actually paid by you to us in that year.
All other conditions or
warranties, whether express or implied, including sections 3, 4 and 5 of the
Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from this Agreement.
Without affecting any
other right or remedy available to it, either party may terminate the Agreement
for Send Services by giving the other party one (1) month’s written notice.
Without affecting any
other right or remedy available to it, either party may terminate the Agreement
for Receive Services by giving the other party three (3) months
Without affecting any
other right or remedy available to it, either party may terminate the Agreement
with immediate effect by giving written notice to the other party if:
the other party commits
a material breach of any term of the Agreement and (if such a breach is
remediable) fails to remedy that breach within 15 days of that party being notified in
writing to do so;
the other party takes
any step or action in connection with its entering administration, provisional
liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business;
the other party
suspends, or threatens to suspend, or ceases, or threatens to cease, to carry
on all or a substantial part of its business; or
the other party’s
financial position deteriorates to such an extent that in the terminating
party’s opinion the other party’s capability to adequately fulfil its
obligations under the Agreement has been placed in jeopardy.
Without affecting any
other right or remedy available to it, we may terminate the Agreement with
immediate effect by giving written notice to you if you fail to pay any amount
due under the Agreement on the due date for payment.
Without affecting any
other right or remedy available to us, we may suspend the supply of Services
under the Agreement or any other contract between us and you if you fail to pay
any amount due under the Agreement on the due date for payment, you become
subject to any of the events listed in clause 12.3.2 to clause 12.3.4, or we
reasonably believe that you are about to become subject to any of them.
On termination of the
you shall immediately
pay to us all of your unpaid invoices and interest and, in respect of Services
supplied or where a minimum term has yet to expire, but for which no invoice
has been submitted, we shall submit an invoice, which shall be payable by you immediately
we shall, where you
have made Payment in Advance, process any
refunds in accordance with clause 8.7.
Termination of the
Agreement shall not affect any rights, remedies, obligations or liabilities of
the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the Agreement which existed
at or before the date of termination.
Any provision of the
Agreement that expressly, or by implication, is intended to come into or
continue in force on or after termination of the Agreement shall remain in full
force and effect.
Force majeure. Neither party shall be in breach of the Agreement
nor liable for delay in performing, or failure to perform, any of its
obligations under the Agreement if such delay or failure results from events,
circumstances or causes beyond its reasonable control.
Assignment and other
We may at any time
assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal
in any other manner with any, or all, of its rights and obligations under the
You shall not assign,
transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal
in any other manner with any of your rights and obligations under the Agreement
without our prior written consent.
Each party undertakes
that it shall not at any time disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers
of the other party, except as permitted by clause 14.3.2.
Each party may disclose
the other party’s confidential information:
to its employees,
officers, representatives, subcontractors or advisers who need to know such
information for the purposes of carrying out the party’s obligations under the
Agreement. Each party shall ensure that its employees, officers,
representatives, subcontractors or advisers to whom it discloses the other
party’s confidential information comply with this clause 14.3; and
as may be required by
law, a court of competent jurisdiction or any governmental or regulatory
Neither party shall use
the other party’s confidential information for any purpose other than to
perform its obligations under the Agreement.
constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral,
relating to its subject matter.
Each party acknowledges
that in entering into the Agreement it does not rely on, and shall have no
remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in the Agreement.
Each party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in the Agreement.
Variation. No variation of the Agreement shall be
effective unless it is in writing and signed by the parties (or their
A waiver of any right
or remedy under the Agreement or by law is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach or default.
A failure or delay by a
party to exercise any right or remedy provided under the Agreement or by law
shall not constitute a waiver of that or any other right or remedy, nor shall
it prevent or restrict any further exercise of that or any other right or
remedy. No single or partial exercise of any right or remedy provided under the
Agreement or by law shall prevent or restrict the further exercise of that or
any other right or remedy.
Severance. If any provision or part-provision of the
Agreement 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 the Agreement.
Any notice or other
communication given to a party under or in connection with this Agreement shall
be in writing and shall be: sent by email or delivered by hand or by pre-paid
first-class post or other next Business Day delivery service at the address for
that party which is set out in the Agreement.
A notice or other
communication shall be deemed to have been received: if delivered by hand, on
signature of a delivery receipt; or if sent by email or pre-paid first class
post or other next working day delivery service, at 9.00am on the second
Business Day after it is sent.
This clause shall not
apply to the service of any proceedings or other documents in any legal action.
Third party rights. This Agreement does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Agreement.
Governing law. The Agreement, and any dispute or claim
(including non-contractual disputes or claims) arising out of, or in connection
with, it or its subject matter or formation, shall be governed by, and
construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the
courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of,
or in connection with, the Agreement or its subject matter or formation.
We use the following sub-processor for the destruction of physical Postal Items:
For collection, recording, organisation, structuring, adaptation, storage, retrieval, use, disclosure by transmission, and erasure and destruction we use the following third party for processing: