Data Protection
All “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”). The parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This agreement shall not relieve either party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations. For the purposes of the Data Protection Legislation, the Service Provider is the “Data Processor” and the Client is the “Data Controller”. The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing is for agreed purposes only. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement: The Data Processor will process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law. The Data Processor will ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction.
Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied: 1.The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data; 2. Affected data subjects have enforceable rights and effective legal remedies; 3. The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and 4. The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office); Notify the Data Controller without undue delay of a personal data breach; On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this agreement unless it is required to retain any of the personal data by law.
Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this agreement and to allow for audits by the Data Controller and/or any party designated by the Data Controller. 1. 2. The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this agreement without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall: Enter into a written agreement with the sub processor, which shall impose upon the sub processor the same obligations as are imposed upon the Data Processor by this agreement and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation. Either Party may, at any time, and with at least 30 calendar day’s notice, alter this agreement, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this agreement.
Responsibilities
Supplier responsibilities
· The supplier will provide the selected services to the client. Additionally, the supplier will:
· Do their very best to accommodate requested dates and times
· Take steps to resolve issues in an appropriate, timely manner
· Maintain good communication with the client at all times
· Have appropriate levels of insurances in relation to the work provided
· Provide guidance to the best of their knowledge with the information provided by the client
Client Responsibilities
The client will:
· Provide the supplier with access to technical equipment and internet to deliver training Provide the supplier with a space to work if completing an audit, record keeping review or similar
· Provide the supplier with information necessary to carry out required services
· Maintain good communication with the supplier at all times
· Not allow third party access to any documentation without prior written consent from the supplier.
Response Times
· When the client raises a support issue with the supplier, the supplier promises to respond in a timely fashion. The supplier is deemed to have responded when it has replied to the client’s initial request. This may be in the form of an email or telephone call, to either provide a solution or request further information.
Non-Solicitation
Neither the client or the supplier shall, for the term of this agreement and for the period of twelve (12) months after its termination or expiry solicit or entice away from the other party any customer or client where any such solicitation or enticement would cause damage to the business of the supplier or the client.
Law and Jurisdiction
This agreement (including any non-contractual matters and obligations arising there from or associated there with) shall be governed by and constructed in accordance with the laws of England and Wales.
Liability
To the full extent permitted by law, The Inclusion Service staff shall not be liable to the Client for any losses, liabilities, damages, costs, or expenses caused by or arising out of the services provided. In respect of any liability which cannot be excluded by law, the maximum liability shall be no more than 100% of the fees paid by the Client under the Agreement in the preceding 12 months. The Inclusion Service has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000 per claim.
Confidentiality
Each party undertakes that the other party, shall, at all times during the continuance of this agreement and for 5 years after its termination: a) keep confidential all confidential Information; b) not disclose any confidential Information to any other party; c) not use any confidential Information for any purpose other than as contemplated by and subject to the terms of this agreement; d) not make any copies of, record in any way or part with possession of any confidential Information; and e) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that party, would be a breach of the provisions of sub-clauses a-e above. Either party may disclose any confidential information: a) to any sub-contractor or supplier of that party; b) to any governmental or other authority or regulatory body; or c) to any employee or officer of that party or of any of the aforementioned persons, parties or bodies; d) to such extent only as is necessary for the purposes contemplated by this agreement (including, but not limited to, the provision of the services), or as required by law. In each case that party shall first inform the person, party or body in question that the confidential Information is confidential and (except where the disclosure is to any such body, any employee or officer of any such body) obtaining and submitting to the other party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the agreement, to keep the confidential Information confidential and to use it only for the purposes for which the disclosure is made; and use any confidential information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that party must not disclose any part of the confidential Information that is not public knowledge. The provisions of this confidentiality agreement shall continue in force in accordance with their terms, notwithstanding the termination of this agreement for any reason.
Force Majeure
If either party to this agreement is prevented or delayed in the performance of any of its respective obligations under this agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue; For the purpose of this agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following: a) Strikes, lockouts or other industrial action; b) Terrorism, civil commotion, riot, invasion, war threat or preparation for war; c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster; d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and e) Political interference with the normal operations.
Suspension of Services
Either party may terminate this agreement on giving not less than 1 month's written notice to the other party. In addition the supplier shall have the right to terminate this agreement with immediate effect by giving written (including email) notice, without any payment in lieu, if:
a. the client fails to pay any amount due under this agreement on the due date for payment and remains in default for not less than 60 days;
b. the supplier reasonably considers the client has committed a breach of any term of this agreement
c. the client suspends or threatens to suspend payment of its debts or admits an inability to pay its debts or has no reasonable prospect of paying its debts
d. the client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business
e. the supplier is unable to perform the services for any reason including but not limited to death, illness and insolvency.
Payment Terms
The client shall pay the fees in accordance with the provisions of their invoice. A deposit will be required upon agreement of work commencing and specified within the invoice. Unless specifically agreed otherwise, invoices are due to be by return. Any invoices paid after 28 days will incur a 20% late payment fee and we reserve the right to charge interest on any overdue amount at the rate of 8% a year above the Bank of England base rate from time to time.
The Client will cover reasonable travel expenses, including transportation, parking, and accommodation, if necessary. A detailed invoice will be provided for these expenses.
Refunds
The client shall be responsible for paying the following amounts: Cancellation with less than 24 hours' notice will result in a full charge of the fee. Cancellation with less than 48 hours' notice will result in a 50% charge of the fee and the opportunity to rebook on one occasion. Cancellation with one week or more notice will not incur any charges other than the deposit and the opportunity to rebook on one occasion.
No refunds under any other circumstances
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