Terms and Conditions of The DPO Centre Ltd in respect of advice line services only

1. Outline

This document sets out the terms on which we accept instructions and charge for our services. Our aim is to provide you with a professional service which meets your requirements in a cost-effective manner.
If you instruct us to act for you, and we accept those instructions, we will issue you with a Client Agreement. These Terms should be read in conjunction with our Client Agreement.

2. Definitions

In these terms:

“Agreement” means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms on any individual Client Agreement.

“Applicable Laws” means European Union or Member State laws with respect to any Client Personal Data in respect of which you are subject to EU Data Protection Laws.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Client Agreement” means our letter or other communication to you headed Client Agreement, setting out the basis on which we will work with you in relation to our advice line services.

“Client Personal Data” means any Personal Data processed by a Processor on your behalf pursuant to or in connection with the provision of the Services.

“Data Protection Laws” means United Kingdom or EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

“EEA” means the European Economic Area.

“EU Data Protection Laws” means EU Regulation 2016/678, known as the General Data Protection Regulation, or GDPR, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time.

“Instructions” means the processing activities you are requesting that we provide as part of the Services and/or Additional Services, as more specifically defined in clause 13.f below.

“Services” means the services, including any goods and materials, detailed in the Client Agreement to be supplied by us to you.

“Sub-processor” means any person (other than any employee of us) appointed by us or on our behalf to process Client Personal Data.

“Us, we, our, DPO Centre” means The DPO Centre Limited, a limited company registered in England and Wales under number 10874595 and includes where relevant our employees, agents, representatives and third party suppliers.

“you/your” means you the client as detailed in the Client Agreement.

The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.

3. Our Services

a. When you instruct us, we will acknowledge your instructions and set out the services which we will provide. This acknowledgement (our “Client Agreement”) should be read in conjunction with these Terms and any other referenced documents together as they constitute our “Agreement”. If there is any inconsistency between the Client Agreement and these conditions, the Client Agreement will take precedence.

b. This Agreement will commence on the date you confirm the details of work contained and referenced in our Client Agreement (“Commencement Date”).

4. Authority

a. Unless we are acting for you personally you should tell us at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.

b. We will and can act on instructions given orally, in writing or via electronic communication.

5. Our responsibilities

a. We will carry out this Agreement in accordance with your instructions. Unless otherwise specified in your instructions, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by you.

b. For the avoidance of doubt, we shall not be acting as your data protection officer. The Services shall consist of the advice line services in relation to your ongoing compliance with Applicable Laws. Any other services to be provided by us (“Additional Services”) shall be agreed between the parties from time to time. Any such Additional Services shall be charged at our hourly rate as notified in writing by us to you from time to time pursuant to clause 8.

c. The Services shall be subject to a reasonable use policy. If we feel, at our discretion, that you are seeking to use the Services excessively, we shall contact you to inform you of this. If we consider, at our discretion, that the Services continue to not be used reasonably, then we may provide notice to increase our fees, or at our discretion, suspend the Services.

6. Roles and Responsibilities for Your Work

a. You are responsible for:

i. Ensuring any information you provide is complete and accurate

ii. Making any payments due to us within the stated terms

b. We are responsible for delivering the services with reasonable skill and care, and in full compliance with relevant established professional standards. A timescale (if applicable) will be agreed with you prior to commencement; however any such performance dates shall be subject to clause 5 and time shall not be of the essence in respect of our delivery obligations under this Agreement.

c. The DPO Centre is not a firm of solicitors and therefore is not regulated by the Solicitors Regulation Authority. Use of our services does not create a solicitor-client relationship.

7. Access and Communication

a. We are contactable on Business Days between 09.00 and 17.30.

b. All telephone calls will be responded to as soon as possible and usually on the same day the call is received. All other correspondence will be responded to within 2 Business Days of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.

8. Fees

a. Our fees and charges will be calculated on the basis set out in our Client Agreement or as otherwise agreed with you.

b. Unless otherwise stated our fees exclude any 3rd party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately.

c. With regard to any Additional Services:

i. We will maintain a record of the time spent on each task.

ii. Unless we agree otherwise, our charges are calculated by reference to the time spent. Time is charged in units of 10 minutes. Routine phone calls, emails and letters are recorded as a single unit and all other work is recorded in units of 10 minutes.

d. If we vary our charge rates you will be notified of the changes in writing a minimum of 90 days prior to the increase, including the date that the new rates will take effect.

e. All sums due will be subject to any applicable UK taxation, including where relevant, VAT.

f. For the avoidance of doubt, unless otherwise provided in our Client Agreement, and except as otherwise provided herein, you shall pay any additional charges which are incurred as a result of:

i. Delays caused by you or your 3rd party suppliers or matters otherwise outside our reasonable control.

ii. Non-attendance by you at a meeting with us where you have not given us at least two Business Days’ written notice prior to the commencement of the meeting of such non-attendance.

Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.

9. Billing and Payment

a. Fees for Services will be invoiced up to 30 days prior to the beginning of each quarter with terms applied that ensure the full amount due for the period is received prior to the start of the period within which the services will be delivered.

b. It is our standard practice to bill all Additional Services and fees and expenses on a regular basis throughout an assignment. This will usually be monthly unless otherwise agreed with you.

c. It is our preference that payments be made by direct bank transfer. Where payment is made by cheque the cheque should be made payable to The DPO Centre Ltd. Bank details for direct bank transfers will be displayed on all invoices, or can be provided upon request.

d. Our invoices must be paid without any deduction or withholding on account of taxes or other charges.

e. If an invoice or part thereof remains outstanding in excess of the stated terms, we reserve the right to charge interest and/or suspend work on all matters on which we are advising you and/or terminate any ongoing services. In addition, all our invoices will become immediately due and payable.

f. Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

g. Where terms are exceeded, late payment charges will be levied at 2% per month or part thereof on the total amount outstanding. We reserve the right to levy additional charges for late payment, including an administration fee of £50 for each notice of late payment we issue to you and will take all action required to recover any sums outstanding.

h. Invoices overdue by more than 90 days will normally be passed to our solicitors for recovery plus any related costs and expenses.

10. Electronic Communication

a. Our preferred method of communication is email. Unless you specifically request otherwise, we will correspond by means of electronic mail. Both parties agree to accept the risks of using electronic mail for non-critical correspondence, including but not limited to the risks of viruses and unauthorised access.

b. We each agree to use reasonable procedures to check for commonly known viruses in information sent and received electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free.
Where information is of a critical or sensitive nature we require the protection of an encrypted exchange.

11. Notices

a. Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by email or prepaid first-class post to the address of the relevant party set out in the Client Agreement and shall be deemed to have been duly given or made as follows:

i. if personally delivered, upon delivery at the address of the relevant party,

ii. if sent by email, when despatched;

iii. if sent by first class post, two Business Days after the date of posting; or

iv. if sent by air mail, 5 Business Days after the date of posting,

provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next Business Day.

b. A party may notify the other party of a change to his name, relevant addressee, address or fax number for the purposes of clause provided that such notification shall only be effective on:

i. the date specified in the notification as the date on which the change is to take place; or

ii. if no date is specified or the date specified is less than 5 Business Days after the date on which notice is given, the date falling 5 Business Days after notice of any such change has been given.

12. Confidential Information

a. Each party acknowledges that in connection with this Agreement it may receive or be exposed to certain confidential or proprietary technical information, personal information relating the Client’s customers, contacts, suppliers and employees and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.

b. Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection Laws, specifically the General Data Protection Regulations, in storing and processing any personal information you provide to us.

13. Personal Data and Data Processing

Processor
a. For the purposes of the Services and the Additional Services we are a Processor and you are a Controller. In our role as a Processor we shall comply with all applicable Data Protection Laws in the Processing of Client Personal Data, and not Process Client Personal Data other than in accordance with the Instructions.

b. Should it be the case that Client Personal Data is to be processed as part of the Services and/or the Additional Services, then the nature and purpose of such processing of the Client Personal Data is to collect, record, organise, structure, store, adapt or alter, retrieve, consult, use, disclose by transmission, dissemination or otherwise make available, align or combine, restrict, erase or destroy, whichever is required for us to carry out the Services and/or Additional Services in respect of protecting the Client Personal Data pursuant to Applicable Laws.

c. We may appoint Sub-processors. Before any Sub-processor first Processes Client Personal Data we shall carry out adequate due diligence to ensure that the Sub-processor is capable of providing a level of protection for Client Personal Data equivalent to that provided by us in respect of its performance of the Services and/or Additional Services. We shall also ensure that the arrangement between us and the Sub-processor is governed by a written contract including terms which offers at least the same level of protection for Client Personal Data as those set out in this Agreement and meet the requirements of article 28(3) of the GDPR. You may request copies of our agreements with Sub-processors at any time by writing to us, and we shall provide you with copies (which may be redacted to remove confidential commercial information) within a reasonable period of time thereafter.

d. We may at our reasonable discretion enter into Sub-processor arrangements. If we intend to do so then we will give you one calendar month’s prior written notice of the proposed appointment of any Sub-processor, including full details of the Processing activities to be undertaken by the Sub-processor.

e. We shall not transfer Client Personal Data outside of the EEA unless appropriate safeguards are in place.

Using the Service
f. You agree that you are instructing us to receive and use Client Personal Data for the purposes of carrying out the Services and/or Additional Services. The Client Personal Data to be processed may include, without limitation, your clients/customers, referrers, suppliers, current employees, former employees and/or potential future employees. We shall only Process Client Personal Data inputted and amended by your authorised personnel for the purpose of the Services and/or the Additional Services. In addition to you, your employees will have access to their Personal Data, and we will Process the Client Personal Data so as to give such access. You instruct us to transfer Client Personal Data outside of the EEA where we deem it reasonably necessary to do so to provide the Services and/or Additional Services, provided that appropriate safeguards are in place.

g. You agree to ensure that all Client Personal Data that you provide to us or that is provided to us on your behalf is complete, true and accurate, up to date and relevant to you.

h. As part of the Services and/or Additional Services, you may need to provide us with Client Personal Data. It is your responsibility to have in place a lawful basis for that Processing as required by Article 6 of GDPR and to have in place appropriate privacy notices directing Data Subjects as to the specific Processing activities conducted by us on your behalf.

Data Subjects’ rights
i. As a Processor we shall implement appropriate technical and organisational measures to facilitate your ability to respond to requests to exercise Data Subject rights under the Data Protection Laws. In particular, we shall promptly notify you if we or any Sub-processor receives a request from a Data Subject under any Data Protection Laws. Neither we nor any Sub-processor shall respond to that request except on your documented instructions, unless so required by Applicable Laws. In that case, and to the extent permitted, we shall inform you of that legal requirement before we or the Sub-processor responds to the request.

Personal Data Breach
j. We shall notify you immediately upon becoming aware of a Personal Data Breach affecting Client Personal Data, and we shall provide you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Laws or otherwise as required by you. We shall co-operate with you and take such steps as are directed by you to assist in the reporting, investigation, mitigation and remediation of each such Personal Data Breach.

Disclosure of information for compliance purposes
k. We shall provide you with reasonable assistance with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which you may reasonably consider necessary to comply with Data Protection Laws. If, in our reasonable opinion, that assistance is going to involve significant cost, time or effort on our part then we may charge for that assistance. If such assistance would involve the disclosure of our confidential information then may refuse to provide such co-operation, or require you to enter into a confidentiality agreement before we disclose it.

l. Provided that we receive reasonable notice, then on receipt of a request from you we shall make available to you all information reasonably necessary to demonstrate our compliance with our obligations as a Processor under GDPR, and shall contribute to audits and inspections, where we are reasonably able to do so.

Security and confidentiality
m. We shall ensure all employees, agents or contractors who may have access to Client Personal Data are subject to express, written and legally enforceable confidentiality undertakings; given adequate training on information security; and are subject to disciplinary or similar sanction in the event of a breach of their obligations. We shall also ensure that access to Client Personal Data is strictly limited to those individuals who need to know/access the relevant Client Personal Data for the purposes of providing the Services, and complies with Applicable Laws in the context of that individual’s duties to the Processor.

n. We shall, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of unauthorised disclosure or misuse of that information, including, as appropriate, the measures referred to in Article 32(1) of the GDPR, and we shall ensure that when we assess the appropriate level of security, we shall take account of the risks that are presented by Processing, in particular from a Personal Data Breach.

o. We expect you to apply adequate security measures to protect Client Personal Data to which you have access.

14. Intellectual Property

You will have the full right and license to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.

15. Storage of and retaining documents and papers

a. You agree that we may store documents and papers electronically.

b. It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us. This also includes but is not limited to electronic data such as emails.

c. At the termination of this Agreement we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses.

d. We will retain our files of papers (except for any of your papers which you ask to be returned to you, or which we decide to return to you) for a minimum of 6 years from the termination of this Agreement (or such longer period as we advise in writing when we close your file) after which they may be destroyed without further notice.

16. Non solicitation

You hereby undertake to us that for the duration of this Agreement and for a period of six months following its termination for whatever reason you will not directly or by your agent or otherwise and whether for yourself or for the benefit of any other person employ or engage any of our contractors, officers or employees or induce or endeavour to induce any of our officers or employees to leave his or her employment.

17. Term and termination of this Agreement

a. The term of this Agreement will begin on the Commencement Date and will remain in full force for a minimum of 3 months or until terminated as provided in this Agreement (“Initial Term”).

b. If notice is not given as set out in clause 17c or clause 17d, this Agreement will continue for a further 3 months from the end of the Initial Term (“Extended Term”) and at the end of each Extended Term.

c. If either party wishes to terminate this Agreement, that party will be required to provide written notice to the other party of a minimum of one month prior to the end of the Initial Term or an Extended Term.

d. A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of the Breaching Party committing a material breach of this Agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it.

e. Without affecting any other right or remedy available to it, we may terminate this Agreement with immediate effect by giving written notice to you if:

a. you suspend or cease, or threaten to suspend or cease carrying on all or a substantial part of your business;

b. any distress or execution shall be levied on your property or if a receiver, administrative receiver or manager is appointed over the whole of or any part of your assets, you become insolvent, you make any arrangements with your creditors or commit any act of bankruptcy or are wound up or go into liquidation or if you suffer any analogous proceeding under foreign law; or

c. if you persistently breach any of the terms of this Agreement or fail to adhere to any of our reasonable requests.

f. This Agreement may be terminated at any time by mutual written agreement of the parties.

g. Except as otherwise provided in this Agreement, our obligations will end upon the termination of this Agreement.

h. Any property belonging to us in your possession and any original or copy documents or information obtained by you in the course of the provision of the Services or the Additional Services shall be returned to us at any time on request and in any event on or before the termination of this Agreement, except for any retention required to comply with any applicable law.

18. Liability

a. Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.

b. To the fullest extent permissible in law and except as expressly provided herein, we will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services and/or Additional Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services and/or the Additional Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.

c. Notwithstanding the above and save in the case of death or personal injury caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £100,000 whichever is the lesser.

19. Force Majeure

If either party is subject to an event of force majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under this Agreement shall be suspended until it notifies the other party of the end of such event of force majeure.

20. General

a. This Agreement represents the entire Agreement between the parties in respect of the Services and the Additional Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.

b. If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.

c. The terms of this Agreement shall remain in force until altered in writing and signed by both parties.

d. The failure by us at any time or for any period to enforce any one or more of the terms of this Agreement shall not be a waiver of them or a waiver of the right to enforce such terms on a future occasion.

e. You may not assign this Agreement or any rights or obligations under it without our prior written consent.

f. A person who is not a party to the Contract shall have no rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Dispute resolution

a. The parties shall negotiate with a view to resolving any question or difference which may arise concerning the construction, meaning or effect of this Agreement and any dispute arising under, out of, or in connection with it.

b. If after ten Business Days the matter remains unresolved, within the following five Business Days, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party requesting a mediation. A copy of the request shall be sent to CEDR Solve. The mediation shall start not later than 20 Business Days after the date of the ADR notice.

c. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.

22. Legal status

The relationship between you and us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.

23. Applicable Law

Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.

24. Acceptance of Terms

a. As confirmation that you would like us to proceed on the above basis and that you accept our terms and conditions, please sign and date a copy of the Client Agreement as will be provided to you via DocuSign. This will mean that we have entered into an agreement as to fees which will be fixed and your rights to challenge the terms and charging rate will be restricted.

b. If you do not return the copy of these Client Agreement countersigned within 5 days but we do proceed with the matter you will be deemed to have accepted our terms and conditions as if you had countersigned and returned a copy of the Client Agreement, pending an express written termination of our instructions or our declining to act further.

c. If you are unclear about anything in this Agreement please do not hesitate to contact us.