Terms & Conditions

Booker Terms & Conditions

We are MeetingsInn Limited, registered office at 4 Old Market Place, Ripon, North Yorkshire HG4 1EQ, company registration number 09027576 (“we“, “us“, “our“). We provide an online platform from which business customers (“you“, “your“) are able to reserve any available meeting space within a public house, inn, hotel, or otherwise via our Website. We do not provide services to consumers or individuals acting in a personal capacity.

These terms and conditions will apply to you when you use our Services. You acknowledge and agree that you have read, understood and agree to be bound by these terms and conditions.

AGREED TERMS

1 Interpretation

1.1 In these terms and conditions, the following words and expressions shall have the followings:

“Booking” means the reservation booking that you make with the Provider via our Website (with or without use of our customer support service) for the hire of the Meeting Room at the Venue in accordance with these terms and conditions;

“Booking Details” means the summary of the details surrounding your Booking sent to you via email when your Booking has been confirmed, which sets out the details of the Venue, the Meeting Room, the Hire Period and all other details relevant to the Booking;

“Booking Payment” means the payment for the Booking payable by you to the Provider which we facilitate and transfer to the Provider on your behalf;

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” all have the meanings as defined in the Data Protection Legislation;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

“Hire Period” means date of the hire and the period of time agreed for the hire of the Meeting Room at the Venue;

“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, trade names, database rights, rights in designs, rights in and to confidential information and know-how and all and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, 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 the world;

“Meeting Room” means the specific room or space at the Venue to which your Booking relates;

“Personal Data” has the meaning given to it as in Article 4(1) UK GDPR;

“Privacy Policy” means our privacy policy which sets out how we use your Personal Data when you use our Services. The Privacy Policy is on our Website at https://www.wp.meetingsinn.com/privacy-policy/;

“Provider” means the person, company or entity with whom you make the Booking;

“Services” means our provision of the Website through which visitors can make a Booking, the provision of recommendations and suggestions by us for suitable venues for you and our provision of a customer support service to facilitate your Booking;

“Venue” means the public house, inn, bar, hotel, restaurant or otherwise where the Meeting Room is located which will be made available to you by the Provider further to your Booking; and

“Website” means www.wp.meetingsinn.com or any URL that replaces it from time to time.

1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.3 A reference to a “person” includes any individual, company, corporation, unincorporated association, or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality.

1.4 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.

1.5 A reference to “writing” or “written” includes email.

2 Scope of the Services

2.1 We shall use reasonable endeavours to provide the Services using reasonable skill and care.

2.2 If you make into a Booking when using our Services, you enter a direct legally binding contractual relationship with the Provider with whom you make a Booking. We only organise and facilitate the Booking on your behalf.

2.3 From the moment that you make a Booking, we act solely as your intermediary between you and the Provider. We transmit the relevant details of your Booking to the Provider and send you a confirmation email for and on behalf of the Provider as set out in clause 3.1. You acknowledge that we are an intermediary between you and the Provider and that we make no representations as to, and have no responsibility for, the Venue or the Meeting Room. We do not directly resell, rent out of offer any other product or service to you.

2.4 When providing our Services, the information that we disclose and the suggestions we make to you are based on the information given to us by Providers. As such, we cannot guarantee that all information is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), inaccurate, misleading or untrue information or non-delivery of information. Each Provider remains responsible at all times for the accuracy, completeness and correctness of the information displayed on or linked to our Website.

2.5 Only Providers which whom we have a commercial relationship (through a written agreement) will be made available on the Website.

3 Booking Process

3.1 In order to make a Booking, you will be required to place an order on our Website by selecting a Venue to host your meeting and then complete your order by specifying your Meeting Room and entering your payment details. Please read and check your order carefully before submitting it. However, if you need to correct any errors you can do so before submitting it. You may also submit a request to us either via our Website or via telephone and we will contact the Provider in respect of availability (and other details) and confirm this to you before the Booking is made.

3.2 When you place your order at the end of the online checkout process (e.g. when you click on the ‘Pay Now’ button). We will send you an acknowledgement of order on the Provider’s behalf by email. We will endeavour to do this within 48 hours of your Booking order request.

3.3 We may contact you to say that your order is not accepted by the Provider. This is typically for the following reasons (but this list is not exhaustive):

(a) we cannot authorise your payment;

(b) we are not permitted to allow you to purchase a Booking;

(c) the Provider has informed us that there has been a mistake on the pricing or description of the Venue or the Meeting Room; or

(d) the Venue contacts us to tell us that the Venue is not available.

3.4 Your order will only be accepted by the Provider when we email you to confirm that your Booking is accepted (“Confirmation Email“). At this point a legally binding contract will be in place between you and the Provider. We will endeavour to provide you with a Confirmation Email within 48 hours of you placing your order for the Booking.

4 Price and Payment

4.1 When you place your order for your Booking, you will be required to provide your payment details in order to pay the Booking Payment in full. We will not take payment from you on the Provider’s behalf for the Booking Payment until we have received confirmation from the Provider that the Venue is available and that they are able to confirm your Booking.

4.2 All payment made via our Website will be made directly via Stripe. We accept credit cards and debit cards and the other payment methods as set out on our Website. We do not accept cash.

4.3 We facilitate (using Stripe) the Booking Payment for and on behalf of the Provider. The Booking Payment is safely processed from your debit/credit card to the bank account of the Provider through a third party processor. Any Booking Payment facilitated by you for and on behalf of the Provider and transferred to the Provider will in each case constitute a payment of all of the Booking Payment by you.

4.4 Please note that once the Booking Payment is paid will we send you a Confirmation Email outlining specific Terms and Condition of your booking. If you wish to cancel you will be required to follow the procedure as set out in clause 5 and which could require you to contact the Provider directly.

4.5 We will do all that we reasonably can to ensure that all of the information you give us when paying the Booking Payment is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, in circumstances of any failure by us to comply with these terms and conditions [or our Privacy Policy] or breach by us of our duties under applicable laws, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

4.6 The price of the Booking Payment:

(a) is in pounds sterling (£)(GBP); and

(b) includes VAT at the applicable rate.

4.7 The Provider is at all times responsible for the collection, withholding remittance and payment of the applicable taxes due to the relevant tax authorities.

4.8 We are not responsible and disclaim liability for any unauthorised (allegedly unauthorised) or wrong Booking Payment made to the Provider on your behalf and we are not responsible for reclaiming the Booking Payment from the Provider on your behalf under any circumstance.

4.9 We take a commission for the provision of our Services to you which shall be deducted from the Booking Payment you make to us on the Provider’s behalf. Further details of the nature and rate of the commission can be found https://www.wp.meetingsinn.com/commission/.

5 Cancellation

5.1 If you wish to review, adjust or cancel your Booking please follow the procedure as set out in the Confirmation Email. If you wish to cancel your Booking after your order has been accepted (i.e. after receipt of the Confirmation Email) then you may be required to contact the Provider directly. We are not responsible for refunding your Booking Payment except as set out in clause 5.2 below. You may be charged by the Provider for your cancellation in accordance with the Provider’s cancellation policy and may not be entitled to any repayment of your Booking Payment.

5.2 If you wish to cancel your Booking at any point before we have sent you the Confirmation Email, then you must inform us in writing before we have sent you the Confirmation Email. If you inform us of your wish to cancel before we send you the Confirmation Email, then we will refund the Booking Payment to you.

6 Data Protection

6.1 We shall comply with all applicable requirements of the Data Protection Legislation when providing the Services to you. Our Privacy Policy sets out how we will use your Personal Data and how we will share it with the Provider.

7 Liability

7.1 The restrictions on liability in this clause 7 apply to every liability arising in connection with your Booking and these terms and conditions including liability in contract, tort (including negligence), misrepresentation, restitution, deliberate fault or otherwise.

7.2 Nothing in these terms and conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

7.3 The following types of loss are excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

7.4 Subject to clause 7.2, 7.3 and 7.5, our total liability to you in contract, tort (including negligence) or breach of statutory duty for provision of the Services or otherwise under these terms and conditions shall not exceed the amount of the Booking Payment paid or payable by you.

7.5 We shall not be liable to you for any losses you suffer due to any act or omission of the Provider that means that there is a failure to make the Venue available to you in accordance with the Booking Details.

7.6 We make no representations, warranties or conditions of any kind in respect of the use validity, quality, suitability and fitness of the Booking whether implied, statutory or otherwise, including any warranties of satisfactory quality or fitness for purpose. Except as set out in these terms and conditions all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

7.7 You acknowledge and agree that the Provider is solely responsible and assumes all responsibility and liability in respect of the Booking and that we are not a reseller of the Booking. Complaints and or claims in respect of the Booking are to be dealt with by the Provider. We are not responsible for and disclaim all liability in respect of such complaints, claims and liabilities.

8 Termination of the Services

8.1 We are entitled, with immediate effect, to terminate or limit access to our Services (and our Website) and to cancel a confirmed Booking and prevent a Booking from being made by you if:

(a) we suspect fraud or abuse; or

(b) in other circumstances as we see fit.

9 Force Majeure

9.1 Neither us nor you shall be in breach of these terms and conditions or liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. For the avoidance of doubt, the COVID-19 pandemic or the emergence of any new variants of COVID-19 shall not be deemed to be an event outside a party’s reasonable control.

10 General

10.1 Assignment and other dealings. You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under these terms and conditions without the our prior written consent. We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights under these terms and conditions.

10.2 Intellectual Property Rights. The software for our services and used as part of our Website and any Intellectual Property Rights therein or relating to the content and materials on our Website (“Rights”) are owned by us, the Providers or by our licensors. We retain all ownership of such Rights and you are not entitled to copy, scrape, link to, publish, promote, market, integrate, utilise, combine or otherwise use the Rights without our written permission.

10.3 Entire Agreement. These terms and conditions constitute the entire agreement between the you and us, and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that in entering into these terms and conditions you shall 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 these terms and conditions. Neither you nor us shall have a claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.

10.4 Variation. No variation of these terms and conditions shall be effective unless it is in writing and signed by both you and us.

10.5 Waiver. A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by either you or us to exercise any right or remedy provided under these terms and conditions 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 these terms and conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.6 Severance: If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

10.7 Third party rights. These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

10.8 Governing law and jurisdiction. These terms and conditions 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. You agree 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 these terms and conditions or its subject matter or formation.

Venue Listing Terms & Conditions

We are MeetingsInn Limited, registered office at 4 Old Market Place, Ripon, North Yorkshire HG4 1EQ, company registration number 09027576 (“we“, “us“, “our“). We provide an online platform from which business Customers are able to reserve any available meeting space and accommodation within a public house, inn, hotel, or otherwise via our Website. We do not provide services to consumers or individuals acting in a personal capacity.

You, a Proprietor (defined below), wish to engage us to provide the Services which includes acting on your behalf to make Bookings.

These terms and conditions will apply to you when you use our Services and when you enter into a Customer Contract. You acknowledge and agree that you have read, understood and agree to be bound by these terms and conditions.

AGREED TERMS

1 Definitions and Interpretation

1.1 In these terms and conditions, the following words and expressions shall have the following meanings:

“Agreement” means the agreement made between you and us for the provision of the Services by us which incorporates these terms and conditions;

“Applicable Laws” means all applicable laws, statutes, regulations and codes from time to time in force;

“Booking” means the reservation enquiry and/or booking between the Customer and you which is made via the Website and facilitated by us which sets out the details of the Venue, the Meeting Room and the Hire Period and all other relevant details relating to the booking;

“Booking Agreement” means the contract between the Customer and you, the Proprietor in respect of a Booking;

“Booking Payment” means the payment for the Booking payable by the Customer to you which is facilitated and transferred to you by us as part of the Services;

“Content” means all content including text, information, data, software, executable code, images, audio, or video material in any medium or form provided by you and any documentation in any media provided by you for use on the Website;

“Customer” means that person, firm, body corporate or otherwise that makes a Booking with you Customers will always be business customers and not consumers;

“Data Discloser” means a party that discloses Shared Personal Data to the other party;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

“Derivative Works” means work generated or developed by us which is based on the Content or an underlying work in relation to this (including reproductions, abridgements, condensations), or any other form in which a work may be recast, transformed or adapted;

“Hire Period” means date of the hire and the period of time agreed for the hire of the Meeting Room at the Venue;

“Intellectual Property” means all patents, rights to inventions, copyright and related rights, trade marks, trade names, database rights, rights in designs, rights in and to confidential information and know-how and all and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, 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 the world;

“Meeting Room” means the specific room or space at the Venue to which the Booking relates;

“Permitted Recipients” means the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement;

“Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures” are as defined in the Data Protection Legislation;

“Price” means a commission charge which is calculated as a percentage of the total amount of each Booking Agreement which shall be retained by us by deducting such commission charge from the Booking Payment, the details of such commission charges are set out in clause 5;

“Services” means the services provided by us as set out in clause 3;

“Shared Personal Data” means the personal data to be shared between the parties under clause 10 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: first name, surname, username (or similar identifier), email addresses, billing addresses, telephone numbers, bank account and payment card details;

“Proprietor or “You” means the owner, landlord or manager of the Venue to which the Booking relates whose details are provided to us when you create your Venue Profile with us;

“Venue” means the public house, inn, bar, hotel, restaurant or otherwise where the Meeting Room is located which will be made available by you to the Customer as part of a Booking;

“Venue Profile” has the meaning given to it within clause 3.1(a); and

“Website” means www.wp.meetingsinn.com or any URL that replaces it from time to time.

1.3 A reference to a “person” includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality.

1.5 A reference to “writing” or “written” includes email

2 Appointment

2.1 You agree to appoint us as your non-exclusive representative for the provision of the Services.

3 Services

3.1 In consideration of the Price, we undertake to use our reasonable endeavours to provide the following services to you:

(a) to provide you with, or provide you with the opportunity to create, a presence on the Website which sets out information about the Venue(s) including the available services and facilities (“Venue Profile”);

(b) to provide the Website which allows Customers to view the Venue Profile and make enquiries and make a Booking with you;

(c) to promptly notify you of any Booking enquiries via the email address you give to us and to facilitate a Booking Agreement.

(d) to promptly forward to you any Booking Payment relating to a Booking Agreement;

(e) to promote and market the Website to those businesses or otherwise that we consider would benefit from the services provided by the Website;

(f) to provide marketing services to support and enhance your ability to present your Venue to potential customers. This will be at our standard rates from time to time in force.

3.2 We will endeavour to maintain the availability of the Website on a permanent basis, however, we do not provide any guarantee of availability or uptime of the Website.

3.3 We do not warrant, guarantee or otherwise make any promise to you that you will receive any particular level of income as a result of entering into this Agreement.

3.4 It is your responsibility to ensure that the Booking Agreement is entered into and concluded following a Booking and that you properly perform the Booking Agreement. We are not liable and disclaim any and all liability to you or to the Customer for your acts or omission in respect of the Booking Agreement.

3.5 Nothing in this Agreement shall confer upon us any agency obligations in respect of you.

4 Your obligations

4.1 You undertake that you will:

(a) submit your Venue information and ensure that the information is true, accurate and complete;

(b) review the information submitted as it appears on the Website and inform Us of any errors, including but not limited to: price, imagery, location, description;

(c) monitor the given email address and respond to Booking enquiries within a maximum of 24 hours of the time any email is sent to the given email address via the Website to confirm or decline the requested booking;

(d) ensure that the Venue is provided in compliance with all Applicable Laws at all times during this Agreement;

(e) carry out your obligations to the Customer under a Booking Agreement.

5 Price and Payment

5.1 You shall pay the Price (commission) to us for any and all Booking Agreements concluded via the Website as part of our provision of the Services during this Agreement.

5.2 The Price shall be deducted by us directly from the Booking Payment at the time of Booking. The Price is non-refundable.

5.3 For more details on how the Price is calculated please see https://www.wp.meetingsinn.com/commission/

5.4 Any additional services including provided by you directly to the Customer following the date of the Booking will NOT be included as part of the Price.

5.5 The Price and all prices displayed on the Website include VAT.

6 Intellectual Property

6.1 You agree that you have the right to licence to us and we have the right to use any Content provided by you to us for inclusion on the Website.

6.2 You agree to indemnify and keep us fully indemnified us at all times from and against any and all liabilities, costs, expenses (including reasonable legal expenses) and damages and all interest, and penalties suffered by or incurred by us arising out of any claim that our use of the Content, infringes the Intellectual Property rights of any third party.

6.3 We may develop the Content, and create Derivative Works from it, to the extent required to provide the Content in the form of, or required to provide the Services to you.

6.4 We shall own all Intellectual Property Rights in the Content, and in any Derivative Works which we may create.

6.5 You shall execute any assignment as we may require in order to give effect to clause 6.4 of this Agreement.

7 Indemnity

7.1 You agree to indemnify and keep us fully indemnified us at all times from, for and against any and all liabilities, costs, expenses (including reasonable legal expenses) and damages and all interest, and penalties suffered by or incurred by us arising from any non-performance and/or breach of the Booking Agreement by you.

8 Limitation of liability

8.1 Except as expressly set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

8.2 Nothing in this Agreement limits or excludes our liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

8.3 Subject to clause 8.2:

(a) We shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b) Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to the Price paid or payable in the preceding 12 month period that the liability arose or, if before, £1000.

9 Termination

9.1 Either party may terminate (the “Terminating Party“) this Agreement without liability immediately (or following such notice period as the Terminating Party sees fit), by giving written notice to the other (the “Defaulting Party“) if:

(a) the Defaulting Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so; or

(b) the Defaulting Party is in the reasonable opinion of the Terminating Party unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, the Defaulting Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, a petition is filed, a resolution is passed, or an order is made, for or on connection with the winding up of the Defaulting Party, an application is made to court for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Defaulting Party, or a floating charge holder over the assets of the Defaulting Party has become entitled to appoint or has appointed an administrative receiver; or

(c) the Defaulting Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business, or

9.2 We shall be entitled to terminate this Agreement upon 14 day written notice to you, should you, in our opinion, persistently breach your obligations in this Agreement.

9.3 Upon this Agreement terminating you must cease using any of our signage, stationery, point of sale material and your details will be withdrawn from the Website.

10 Data Protection

10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

10.2 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that the Data Discloser will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the purposes of facilitating a Booking and/or a Booking Agreement (“Agreed Purposes“).

10.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

10.4 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

10.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and allow for audits by the other party or the other party’s designated auditor]; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

11 General

11.1 Force Majeure: Neither you nor we shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of our obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond our reasonable control. For the avoidance of doubt, the COVID-19 pandemic or the emergence of any new variants of COVID-19 shall not be deemed to be an event outside a party’s reasonable control.

11.2 Assignment: You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under these terms and conditions without our prior written consent. We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights under these terms and conditions.

11.3 Waiver: A waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.4 Third Party Rights: These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

11.5 Variation: No variation of these terms and conditions shall be effective unless it is in writing and signed by both you and us.

11.6 Entire Agreement: These terms and conditions constitute the entire agreement between the you and us, and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that in entering into these terms and conditions you shall 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 these terms and conditions. Neither party shall have a claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.

11.7 Severance: If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.8 Governing Law and Jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).