Terms of business

Locate in Kent Limited – Terms of Business

1. Interpretation

• The following definitions and rules of interpretation apply in these Conditions.

Interpretation

• 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 those terms.
• A reference to writing or written includes email but not fax.

2. Supply of Services and termination

• Locate is under no obligation to provide the Services and may terminate the Contract at any time immediately by giving notice.
• Subject to clause 2.1, Locate shall supply the Services to the Customer in accordance with the Engagement Letter in all material respects.
• Locate shall use reasonable endeavours to meet any performance dates specified in the Engagement Letter but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3. Data protection and data processing

• Locate will use the Personal Data given by the Customer to:
  • register the Customer as a new customer;
  • provide the Services and otherwise comply with its obligations in this Contract, including engaging third-party suppliers;
  • give information about the Services;
  • manage Locate’s relationship with the Customer; and
  • give information about other services that Locate may provide (but the Customer may stop receiving this at any time by contacting Locate).
• Locate will hold and process Personal Data in accordance with its privacy policy, a copy of which is available on its website.
• Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
• Locate is the data controller and responsible for the Customer’s Personal Data.
• The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Locate for the duration and purposes of the Contract.
• Locate shall, in relation to any Personal Data processed in connection with the performance by Locate of its obligations under the Contract:
  • process that Personal Data in accordance with its privacy policy or on the written instructions of the Customer unless Locate is required by law to process the Personal Data;
  • ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  • only transfer any Personal Data outside of the European Economic Area where the following conditions are fulfilled:
    • appropriate safeguards in relation to the transfer;
    • the Data Subject has enforceable rights and effective legal remedies;
    • Locate complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    • Locate complies (where possible) with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  • respond to any reasonable request from a Data Subject and ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • notify the Customer without undue delay on becoming aware of a Personal Data breach;
  • at the written direction of the Customer but subject always to Locate’s privacy policy, alter the Customer’s preferences regarding marketing or delete or archive the Personal Data of the Customer.

3. Disclaimer and limitation of liability

• As the Services are provided at no charge to the Customer, the Customer acknowledges that Locate shall have no liability to the Customer under this Contract or otherwise save where Locate’s liability cannot be excluded by law.
• During the course of the Services Locate may introduce third-party advisors to the Customer to provide specialist advice. Locate makes no representations, warranties or guarantees, whether express or implied, as to any advice provided by a third party engaged by the Customer on Locate’s recommendation.

4. Severance

If any provision or part-provision of these Conditions 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 this Contract.

5. Governing law and jurisdiction

• The Contract, 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.
• 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 Contract or its subject matter or formation.