Privacy Policy 2018

About Posture People Limited
Together with our sister company, Love Your Workspace Limited, we work with a variety of clients to improve their workspaces. Specialising in ergonomic workplace assessments and consultancy, the services we offer range from DSE consultancy to an entire office refit. The spaces we create lead to happier, healthier people and more productive working environments.
In the course of our business, we may collect and use certain personal data in relation to our customers, their employees, our suppliers, website visitors and others. We take the protection of personal data very seriously. We endeavour to follow best practice guidelines and safeguard the personal data we hold at all times.
This Privacy Policy tells you what data we collect, how we will use it, what your rights are and what we would do in the event of any security breach. It is intended to be a transparent and helpful guide to our procedures. If you have any questions or concerns at any time, please contact us at [email protected]

In this Policy we have set out:

• The types of data that we will process
• The purposes for which we will process it
• The legal basis on which we process data
• Your data rights
• How to exercise your data rights
• Data security information
• What happens if a data breach occurs

TYPES OF DATA AND PURPOSES OF PROCESSING
Customer sales details and transaction data and correspondence: We may process personal data provided by our customers (and prospective customers) in the course of our business. This may include names, addresses and other contact details, customer relationship information etc. We use an online CRM system ‘Salesforce’ to manage this information. For us to use this system, we use a double authentication process to access the data. We have the ability to attach relevant details to our records on our CRM system. We use this information for internal reference, sales fulfilment and processes and providing our services.

Product orders: To ensure that any requested equipment can be delivered and installed, we may share delivery information such the customer’s name and address with the relevant manufacturer or installation partner. At the customer’s request, we may refer the customer to a trusted partner service for a speciality we are unable to conduct internally e.g. as interior architect or construction company.
Accounts information: For accounting purposes, we are required to keep delivery and contact details on our accounting system Sage. This data is kept on here indefinitely so that we can review the purchase history for warranty claims. We do not save any payment details on our accounting systems but use a separate secure gateway via an online banking system. Our accounting software is password protected.

Automated emails: We use automated emails throughout our sales processes. These include an automatic notification that a trial period has ended, confirmation of successful payments, invoices and direct email correspondence. Please contact us if you would like to change your email preferences.

Online contact forms: If you should choose to contact us through our online contact forms, we will respond to the email address or phone number we have been provided with via the form. This will be inputted onto our CRM system for future reference. If an address has been provided, we may send you an introductory welcome brochure to the company address given to introduce you to our services.

Display Screen Equipment Assessments: A core service we provide is conducting Display Screen Equipment assessments for employees (and other personnel) working for our customers. These require us to work directly with the employees and provide a written assessment for our customers. This will consist of a two-part Word document including a pre-assessment questionnaire and blank assessment for us to conduct on-site with the employee.
We request that the blank pre-assessment questionnaires are completed by the employee prior to their assessment and returned to our central email address [email protected] for administration purposes, via their secure work email address. This pre-assessment questionnaire will not be shared with their employer (our customer) unless and to the extent that we are given written consent via email to do so by the employee. This consent will be sought when the pre-assessment form is returned to our central email address.As we consult on behalf of the customer, we are required to keep a copy of this report in our secure UK-based server should we need them for professional liability cases. These records are safely disposed of after a 5-year period. The customer may wish to keep their copy of the assessment on file for the duration of the individuals employment and for a period afterwards, subject to the customer’s own file retention policy.

Sensitive Personal Data:

These Display Screen Equipment assessments and other consultant reports may consist of questions of a sensitive personal nature, which may include height, weight, pre-existing medical conditions, evidence (i.e. photographs of the employee working (see below)) and details on how we can correspond with the employee at work. We use this information to make ‘reasonable adjustments’ in accordance with The Health and Safety (Display Screen Equipment) Regulations 1992 and the Equality Act of 2010. We will only request information that we need to make an adequate suggestion to ensure that the employee can work safely and in accordance with these HSE acts.

In accordance with the Display Screen Equipment act 1992, the customer will be required to keep a copy of this Display Screen Equipment assessment we have conducted for their records. We are occasionally asked by the customer to justify specialist equipment that we have recommended. If we have received written agreement of consent from the employee, we may discuss the pre-existing medical condition or musculoskeletal issue on the pre-assessment questionnaire to justify the recommendations for workplace adjustments. If we have not received written consent from the employee, we will not specify the condition within the report.

Unless we are requested to do so in a court of law, we do not share this sensitive personal data with persons outside our organisation, except our sub-contractors performing services on our behalf, provided they are under equivalent restrictions and obligations.

Use of photographs: Our DSE consultancy services require us to evidence the working conditions of the user. The most efficient way for us to do this is to take photographs. Photographs must be taken on a company device and permanently deleted from the device once it has been attached to the report.
We will always request written consent via email from the employee to include their photograph in our report. In addition to this, we request that no recognisable sensitive company information is visible in the photograph such as identifiable documents on the screen. We do not share imagery with third parties, but photos may be used internally for training purposes.
We will not imply consent to share personal data between the employee and our employer point of contact. For us to share the sensitive personal that we record on the pre-assessment questionnaire, we will need consent via email from the employee.

Suppliers’ data: We may process personal data relating to our suppliers, including names, personal data provided by our suppliers in the course of our business. This may include names, addresses and other contact details, supplier relationship information etc. We will use this data for the purposes of our day-to-day dealings with our suppliers.

Staff data: We may process personal data relating to our employees as necessary according to our Staff Handbook, in which case the terms of this Privacy Policy shall apply.
Marketing data: We do not buy lists or share information with third parties about our customers or prospective customers for marketing purposes. We do not sell any marketing lists to third parties. We only market our own services based on the following legitimate interests/consent:

• When we have obtained a person’s details during a sale or negotiations for a sale of a product or service;
• When a person has asked or consented to be contacted;
• For marketing similar products or services; and
• Where the person is given a simple opportunity to refuse marketing when their details are collected, and if they don’t opt out at this point, are given a simple way to do so in future messages.

If you would like to be removed from all marketing correspondence – please email [email protected] who will forward your request onto the Marketing Manager who will process your request. Requests to be removed from our database will be completed within 14 working days.

Mailing lists: On our websites www.posturepeople.co.uk or www.loveyourworkspace.co.uk, you will have the option to sign up to our Mailchimp mailing lists to share our latest relevant events, educational guides or products. This is a double opt in process where you will be required to accept an invitation via email.
You can unsubscribe from this correspondence at any time via the ‘unsubscribe’ link via the link found at the bottom of the email or contacting our Marketing Manager as above. Once you have unsubscribed from the list you will not receive marketing correspondence from this list.

Cookies and Google analytics: Our websites, like many others, uses Google Analytics to help analyse how visitors use our websites and to assist your user experience e.g. remembering what is in your basket or pre-populating web form fields. Google Analytics collects anonymous information using “cookies”.
Cookies are small pieces of data which are stored on your web browser while using a website. These cookies are used to store and retrieve browsing information when you load a webpage.
All cookie information we collect is completely anonymous and is only used to improve our website performance and usability.
However, if you would like to opt-out of Google Analytics data collection, you can do so by installing the Google Analytics Opt-out Browser Add-on.

Events: We often host events for educational, sales, partnership and marketing purposes. We only invite our pre-existing customers after seeking their permission to do so.
You have the right to remove yourself from any future marketing communication [email protected] , as above, to request for your data to be removed from our database.

E-commerce and online services: On www.posturepeople.co.uk, you can shop a selection of our products online. To process payments, we use a secure separate payment gateway via PayPal or Stripe which means we do not have access to, or handle, the card holder details. We do however receive delivery address and contact information so that we can complete our deliveries. A record of these order details is saved via our password-protected WooCommerce platform.
We annually review and testify that we are adhering to Payment Card Industry Data Security Standards (PCI DSS) to reduce the risk of data security breaches and give our customers confidence in our secure checkout.

Sharing data: We may disclose your Information to others, subject to equivalent restrictions as contained in this Privacy Policy in these circumstances:
• Any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985:
• When we subcontract the running of our services, business or any part of it to a third party;
• where our websites interact with a third party service provider;
• In the event that we sell or buy any business or assets, in which case we may disclose your Information in confidence to the prospective seller or buyer of such business or assets;
• If we or substantially all our assets are transferred to or acquired by a third party, in which case all of your Information will be one of the transferred assets on the equivalent terms and conditions as herein;
• If we are under a duty to disclose or share your Information in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions other agreements; or to protect the rights, property, or safety of us, our customers, or others. This includes exchanging Information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

Retention of your information: We will endeavour not keep your Information for longer than necessary in order to facilitate your use of our services and websites. You can request deletion of your data, as explained below, except that some prior content may remain in backup or cached copies for a reasonable time (but we will not make it available again to third parties) except that we may retain certain information to prevent identity theft, legal disputes and misconduct, even if deletion has been requested.

LEGAL BASIS OF PROCESSING:
We shall only be entitled to process your Information as above to the extent that at least one of the following applies:
• You have given consent to the processing of your information for one or more specific purposes;
• Processing is necessary for the performance of a contract to which you are party or to take steps at your request prior to entering into a contract;
• Processing is necessary for compliance with a legal obligation to which we are subject;
• Processing is necessary in order to protect your vital interests or those of another natural person;
• Processing is necessary for the performance of a task carried out in the public interest of in the exercise of official authority vested in the controller;
• Processing is necessary for the purposes of the legitimate interests pursued by us or by a third party, except where such interests are overridden by the interests of your fundamental rights and freedoms which require protection of personal data. Our legitimate interests may include:
 The proper administration of our business, our services and our websites;
 The performance of our contractual obligations;
 Monitoring and improving our services;
 Taking steps at your request;
 Communicating with users of our business and website;
 The protection and assertion of legal rights;
 The protection of our business against risks.

YOUR DATA RIGHTS:
You have several rights as a data subject as summarised below:

Access: You have the right to obtain confirmation as to whether or not personal data concerning you are being processed and, where that is the case, to access your information and details of how we process it, as long as this does not adversely affect the rights and freedoms of others. You may request a copy of information undergoing processing, subject to evidence of your identity (normally a certified copy of your passport plus an original copy of a utility bill showing your current address). The first copy shall be provided without charge, but reasonable administration fees shall be charged for additional or subsequent copies.

Rectification: We will rectify any errors in the information we hold on request.

Erasure: You may erase your information from our systems in the following situations:

• The information is no longer necessary in relation to the purpose for which it was collected;
• You withdraw your consent on which the processing is based and where there is no other legal ground for the processing;
• You object to the processing and there are no overriding legitimate grounds for the processing;
• The information has been unlawfully processed;
• The information has to be erased for compliance with a legal obligation to which we are subject.

Right to restriction of processing: You have the right to restrict our processing on specified grounds.

Notification: Where you have asked us to rectify, erase or restrict processing of your information, we shall communicate the same to each recipient to whom your information has been disclosed, unless this proves impossible or involves disproportionate effort, in which case we shall let you know.

Data portability: You have the right in specific circumstances where processing is based on consent to receive your information in a structured, commonly used and machine-readable format and have the right to transmit the information to another controller without hindrance, provided that our processing is carried out by automated means.

Right to object: In certain circumstances you have the right to object to our processing of your information, including in relation to profiling, direct marketing or scientific or historical research purposes.
Automated individual decision making: You have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning you unless this is necessary for our contract, is authorised under applicable law or is based on your explicit consent.

EXERCISING YOUR DATA RIGHTS
You can exercise these right by contacting us at [email protected] or by post to:
Data Requests
Posture People
Unit 4, Quayside Units
Basin Road South
Hove
BN41 1WF

We shall respond to your requests without undue delay and in any event within one month unless we need to extend such period by up to two further months in specific circumstances. Please note that if you delete or restrict your account or required Information, this may prevent you from making full use of our services.

DATA SECURITY:
Customer passwords: Where we have given you (or where you have chosen) a password which enables you to access certain parts of our websites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone, including people who work for us.
The transmission of you information via the internet is not completely secure. Although we will do our best to protect your information, we cannot guarantee the security of your information transmitted to or from our websites; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Locations: Any data that we process is processed and stored within the European Economic Area (EEA).
Internal security protocols: We take many precautions to safeguard our data including using the services of external IT providers who regularly update our devices with anti-virus software and ensure that every internal work device is password protected.
Within our organisation, it is a contractual obligation to only use password protected devices that have been issued by Posture People. To ensure that the data is protected, no information is to be recorded directly on to the device, but to assigned folders on our company cloud-based server. This cloud-based server is based in a UK data Centre and has a full audit trail. Dependent on the role within our organisation, these folders will be restricted within assigned permission sets.

Physical data: We are required to keep physical copies of accounting information for our references such as receipts, Purchase Orders and Invoices. These are kept in secure locked storage facilities. We do not keep physical copies of sensitive personal data.

Cloud based servers: In addition to our server being based in a UK data centre with a full audit trail, we also use Webroot Anti-Virus and Malware Protection and Open DNS filtering and protection which are fully monitored by our external IT company with whom we have a full written contract.

Personnel: We regularly spot check employee’s devices to ensur¬e that no data is store on their devices and passwords are regularly changed. If our internal procedures are not adhered to, an investigation will be conducted and may result in disciplinary actions.
Devices and hard drives: If we are required for any reason to replace company devices i.e. computers or phones we will delete and destroy all information from the hard drive before reusing the device within the company, or recycling. We would seek the expertise of our contracted IT company to ensure that any data is destroyed absolutely.

WHAT HAPPENS IF A DATA BREACH OCCURS
Whilst we maintain that we do everything in our power to keep our data safe, we have an internal investigation procedure in case of data protection security breaches.
In the event of data theft, we are able to suspend access to our cloud based servers, emails and online CRM systems to prevent further third party access to our data.
If we believe that our data has been compromised, we will report the issue to the Information Commissioner’s Office (ICO).
We will notify you without delay of any personal data that is likely to result in a high risk to your rights and freedoms. Any notification will describe in clear and plain language the nature of the personal data breach and contain all required information.

GENERAL
Amendments: We may amend this Privacy Policy from time to time by publishing a new version on our websites and/or by notifying you of changes by email. You should check this page regularly to ensure you are happy with any changes to this policy.

Our details:
Our www.posturepeople.co.uk website is owned and controlled by Posture People Limited, a company incorporated in England and Wales under company no. 04407183.
Our www.loveyourworkspace.co.uk website is owned and controlled by Love Your Workspace Limited, a company incorporated in England and Wales under company no. 10965085.

Posture People LTD – Love your workspace
Unit 4, Quayside Units
Basin Road South
Hove
BN41 1WF

www.posturepeople.co.uk
www.loveyourworkspace.co.uk
0845 313 1503

Terms and conditions
1 DEFINITIONS:
1.1 “Bespoke Goods” means goods which are tailor made to the Buyer’s specification.
1.2 “Buyer” means the individual or organisation firm or company who buys or agrees to buy the Goods from the Company;
1.3 “Brochure” means the online or hard copy collection of images and other information depicting the Goods sold by the Company;
1.4 “Company” means Posture People Limited (Company Number 04407183) whose registered office is at 73 Church Road, Hove, East Sussex, BN3 2BB;
1.5 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.6 “Contract” means this contract between the Company and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.7 “Goods” means the Bespoke Goods and the Standard Goods;
1.8 “Standard Goods” means goods that the
Buyer agrees to buy from the Company excluding the Bespoke Goods;
1.9 “Terms and Conditions” means the terms and conditions of sale set out in this document.
2 CONDITIONS
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.2 Acceptance of the quotation given by the Company by the Buyer shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall not be applicable unless agreed in writing and signed by a duly authorised representative of the Company.
3 ORDERING
3.1 All quotations for Goods shall be deemed to be an invitation to treat only and are valid as stated on the order or if not so stated for 48 hours. No order will become effective until the Company expressly accepts or confirms it in writing (“Order”).
3.2 The Order together with these Terms and Conditions will then comprise the Company’s entire agreement with the Buyer (“Contract”).
3.3 The price, delivery dates and other terms relating to an Order are based upon costs prevailing at the date of quotation and upon the Company’s assessment of the amount of materials and labour required to produce the Goods, and the Company may revise them in respect of any increased cost to the Company between the date of the quotation and the date of delivery.
3.4 If any information supplied by or on behalf of the Buyer is insufficient, incorrect, inaccurate or misleading, or if the Buyer notifies the Company of any change of requirements in relation to any Order after acceptance by the Company, the Company will be entitled to amend the price and/or the terms of payment and/or the delivery date or the delivery schedule in such a way as the Company considers fair and reasonable in the circumstances. The Company will as soon as practicable notify the Buyer in writing of such amendments. The Buyer shall reimburse the Company for any expense incurred by the Company as a consequence of such insufficient, incorrect, inaccurate or misleading information or change in notification.
4 PRICE AND PAYMENT
4.1 Unless expressly agreed in writing, prices are exclusive of VAT and all other indirect taxes, duties and levies, which must be paid by the Buyer.
4.2 Unless otherwise provided under the Contract, the Company will invoice the Buyer on delivery of the Goods.
4.3 Payment in full is due to the Company 14 days after the date of the Company’s invoice and time is of the essence of the Contract.
4.4 Interest is payable at 2% per month or part thereof on any late payment from the due date until receipt of the payment in full, before and after any judgment.
4.5 The Company reserves the right at any time at its discretion to request payment from first-time-buyers either prior to or on delivery of the Goods.
4.6 The Company may at any time in its sole discretion withdraw or alter any credit that it provides.
4.8 If the Buyer (being a company) enters into administration, liquidation or receivership, or (being an individual) becomes bankrupt or in either case makes any arrangement with creditors or commits a material or serious breach of the Contract (and in any case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), it will be deemed to have repudiated the contract, so that the Company may (at its discretion) treat the Order as cancelled and/or seek damages or recovery of the Goods under Clause 12.3.
5 RIGHTS OF COMPANY
5.1 The Company reserves the right to adjust the price and specification of any item on the Brochure at its sole discretion.
5.2 The Company reserves the right to withdraw any Goods from the Brochure at any time.
5.3 The Company shall not be liable to any party for withdrawing any Goods from the Brochure or for refusing to process an Order.
6 WARRANTY
The Company warrants that the Goods will at the time of dispatch correspond to the description given by the Company, be fit for the purpose that they are purchased, be of good merchantable quality and in a good condition.
7 DELIVERY
7.1 The Company will endeavour to make delivery at the time and in the manner specified in the Order but any delivery date given is an estimate only and time is not the essence. The Company reserves the right to revise delivery dates if it considers it necessary.
7.2 Unless otherwise stated in the Order delivery of Goods will be at the Company’s premises.
7.3 The Company will unless otherwise instructed by the Buyer arrange carriage at the Buyer’s risk and cost.
7.4 Delivery may be made by instalments if the Company so requires or agrees.
7.5 Where delivery is refused or Goods are rejected by the Buyer other than as permitted under the Contract, the Buyer will be deemed to have cancelled the Order in respect of any undelivered Goods and the Company may resell these goods and/or claim from the Buyer any additional costs incurred by the Company, for example, in storing the Goods.
7.6 Where the Company offers advice to the Buyer regarding installation of Goods it is given as a matter of goodwill and courtesy and without liability to the Company.
8 CANCELLATION AND RETURN
8.1 If the Buyer notifies the Company that the Standard Goods are no longer required more than 24 hours after the date of the Order the Company shall be entitled to make a charge against the Buyer in respect of the administrative expenses incurred by the Company in carrying out the Order.
8.2 The Buyer shall inspect the Goods immediately upon delivery and shall notify the Company in writing within 48 hours of delivery if the Goods are damaged or do not comply with the Order. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
8.3 Where a claim of defect or damage is made by the Buyer the Goods shall be returned by the Buyer to the Company. If the Goods are in fact later shown to be defective due to no fault on the part of the Buyer, the Company shall at its discretion have the opportunity to attempt to remedy the defect or damage and if the Goods cannot be remedied within 14 days of the Goods being returned to the Company by the Buyer, the Buyer shall be entitled to a full refund.
8.4 Goods returned in accordance with clause 8.3 must be returned by the Buyer at the Buyer’s expense and should be adequately insured during the return journey. In cases where the Goods are found to be defective the Buyer will receive a refund of all monies paid for the Goods within 60 days of the return of the same.
8.5 Goods to be returned must be in their original packaging and clearly show the Order number obtained from the Company on the package.
8.6 Where returned Goods are found (in the reasonable opinion of the company) to be damaged due to the Buyer’s fault the Buyer will be liable for the full cost of remedying such damage where remedy is possible. No refund will be made by the Company in respect of damage caused by the Buyer.
8.7 If acting as a Consumer who purchases Standard Goods online, the Buyer has the right, in addition to his other rights, to cancel the Order in respect of Standard Goods and receive a refund in respect of such Standard Goods by informing the Company of his wish to cancel the Order in writing within 7 working days of receipt of the Goods. The Buyer does not need to provide any reason for cancellation nor will they have to pay a penalty. Goods should be returned to the Company by the Buyer to the Company address as above.
8.8 Subject to clause 8.1, if acting as a Consumer, the Buyer’s right under the Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”) to cancel the Order without reason and receive a refund within 7 working days of receipt of the Bespoke Goods is excluded by way of the Bespoke Goods falling within the exception under section 13(1)(c) of the Regulations in that the Goods are made to the Consumer’s specifications.
8.9 Goods should be returned to the Company by the Buyer to the Company address as above. The Company reserves the right to deduct an amount from any such refund in respect of its administrative expenses.
8.10 If the Buyer fails to return the Goods following cancellation, the Company shall be entitled to deduct the full cost of recovering the Goods from the Buyer from any refund due to the Buyer.
9 INTELLECTUAL PROPERTY AND DATA PROTECTION
9.1 The Buyer will immediately notify the Company of any allegation of infringement of any patent, registered trade mark, copyright or other intellectual property right enjoyed by the Company or by the manufacturer or supplier of the Goods supplied or any part of them.
9.2 The Buyer warrants that any design or instruction provided by it does not infringe any patent, design right, trade mark, copyright or other intellectual property right or other such interest whether registered or unregistered.
9.3 The Buyer will indemnify the Company against all liabilities, damages, costs and expenses arising from a claim that the Company’s use of any design or instruction provided by the Buyer infringes the rights of any third party.
9.4 Our prevailing Privacy Policy shall apply to these Terms and Conditions.
10 TRIAL PRODUCTS
10.1 The Company will at its discretion and if agreed with the Buyer deliver trial products to the Buyer’s premises at the Company’s cost in order to assist the Buyer in placing their Order.
10.2 Once the Buyer has placed the Order the Company will collect the trial products from the Buyer’s premises at the Company’s cost unless the Buyer agrees to accept the trial products so delivered in respect of the accompanying Order.
11 LIMITATION OF LIABILITY
11.1 The Company’s liability for personal injury or death caused by the negligence of the Company or its employees shall be unlimited.
11.2 Save as set out in the Order:
11.2.1 The Buyer accepts that he is not relying upon the Company’s judgement as to the fitness of Goods for any specific purpose of the Buyer, and;
11.2.2 the Buyer accepts that he is not placing an order in reliance upon any promise, representation or inducement on the part of the Company.
11.3 The Company shall not be liable whether in contract or tort (including negligence or breach of statutory duty) for loss or damage suffered by the Buyer, the Buyer’s staff or any third party for any indirect or consequential losses (including, without limitation, loss of profit, business, revenue, capital, anticipated savings and/or goodwill).
11.4 Save as provided in Conditions 11.1 (above), the Company’s entire liability in connection with the Goods shall be limited to the price payable by the Buyer for the Goods.
12 TITLE AND RISK IN GOODS
12.1 The title in Goods shall not pass to the Buyer until the Company has received payment in full of all sums owing to it under the Order.
12.2 Until title has passed to the Buyer, the Buyer must:-
12.2.1 hold the Goods on trust for the Company on a fiduciary basis;
12.2.2 mark the Goods as the property of the Company, and
12.2.3 (unless and until used or disposed of by the Buyer) store the Goods separately and safely.
12.3 If the Buyer defaults in payment of any sum owing to the Company when due, the Company will be entitled to the immediate return of all Goods supplied by the Company to the Buyer in which title has not passed to the Buyer and the Buyer irrevocably authorises the Company to recover the Goods and enter any premises of the Buyer for that purpose. The Buyer also irrevocably authorises the Company to remove or detach any Goods that have been incorporated into any product or assembly.
12.4 The risk in the Goods will pass to the Buyer on their delivery.
13 CONFIDENTIALITY
13.1 Any confidential information supplied by one party to the other in any form (other than information previously in the public domain) is supplied in confidence and must not be used by the other for any other purpose than performance of the Contract. For these purposes, confidential information means information designated as confidential or of an obviously confidential nature.
13.2 Any such information must not be disclosed to any other person without the originating party’s prior express written consent.
13.3 The Company may use its connection with the Buyer in its advertising of its goods and services and the Buyer hereby consents to the same.
13.4 Until the Company has received payment in full for any Goods from the Buyer, the Company will have a general and specific lien on all the Buyer’s property in the possession or control of the Company for all monies due to the Company from the Buyer.
14 WAIVER
No waiver by the Company (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
15 FORCE MAJEURE
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, acts of terrorism, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations.
16 RIGHTS OF THIRD PARTIES
The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17 SEVERANCE
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
18 NOTICE
Any notice required to be given pursuant to the Contract shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) or by facsimile or email to, the address of the relevant party as set out in the Contract or such address as either party notifies to the other from time to time.
19 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.