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 - Menzies Response

CONDITIONS OF SERVICE PROVISION

These Conditions of Service Provision set out the terms and conditions upon which the Company will provide and the Customer will accept the provision of the Services. An instruction by the Customer to carry out Services or acceptance of a Quotation, in both cases either in writing or orally by the Customer, following the provision of these Conditions of Service (whether as part of a Quotation or otherwise) constitutes acceptance of these Conditions of Service Provision in their entirety and, together with the estimate provided by the Company to the Customer with the Conditions of Service Provision, represents the entire agreement between the Company and the Customer in relation to the provision of Services and accordingly they supersede any prior terms, conditions, agreements, verbal

representations, warranties, understandings or undertakings given by the Company or on its behalf in relation thereto. These Conditions of Service Provision override any terms proposed at any time by the Customer.

  1. INTERPRETATION

1.1           In these Conditions of Service Provision, unless the context otherwise requires, the following words shall

have the following meanings:

“Company” Shall mean Menzies Response Limited (company number 01471252), Menzies Response Limited trading as JEM Education or BP Travel  or Take One Media Limited (company number 04018955) as applicable.
“Customer” shall  mean each of the businesses who instruct the

Company to provide Services (with the contracting party being the relevant company, partnership, sole trader or other legal person);

“Data” shall  mean(1) all data required to be sourced or provided

by the Company for the Customer; and/or (2)  all data provided by the Customer,  which may include but

not be limited   to any of the following:     contact details,

generic and named email addresses        and specified

profile  information   within requested    parameters;

“Data Protection Law” has the meaning given to it in Annex 1;
“IPRs” shall      mean any and all intellectual       property rights of

any nature anywhere in the world whether registered,

registrable or otherwise,     including   patents, utility

models, trademarks,   registered   designs     and domain

names, applications    for any of the foregoing,       trade or

business  names,  goodwill,        copyright and rights in the

nature of copyright, design      rights, rights in databases,
moral rights, know-how and any other intellectual

property rights which subsist      in computer software,

computer programs, websites,     documents,   information,

techniques,                                         business   methods, drawings,   logos,

instruction  manuals,   lists and procedures       and

particulars  of customers, marketing     methods and

procedures and advertising   literature,    including    the
“look and feel” of any websites;

“IPR Claim” shall  mean any claim of infringement      or alleged

infringement   (including   the defence   of such

infringement   or alleged   infringement)   of any IPRs used
to provide the Services;

“Materials” shall  mean all   designs,   artwork, print and all other

materials  and items needed    for the Company to
provide the Services;

“Quotations” shall  mean all quotations      or estimates      for the cost of

provision of Services provided by the Company to the Customer;

“Schoolbag Shared Mailings” shall  mean the mailing    of the Customer’s   Materials    in

a shared  package with the Materials      of other
Customers;

“Services” shall     mean all data provision   or management,  emails,

direct mail, shared   mailings,      fulfilment,           postal                                  and

carriage services,  print, design,        project work, resource

hosting, warehousing   services       and any other services,
which the Company carries out as part of its business for the Customer.

1.2           The headings in these Conditions of Service Provision are for convenience only and shall not affect their  interpretation.

1.3           In these Conditions of Service Provision the term “person “ includes a natural person, corporate or  unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns and shall, for the avoidance of doubt include any subsidiaries, affiliates, sub-contractors and agents of the Customer.

TERMS APPLICABLE TO PROVISION OF SERVICES

  1. QUOTATIONS & PRICING

2.2           Quotations are valid for 30 days from the date they are issued to the Customer.

2.3           Any additional tasks requested but not quoted are chargeable and will be quoted for at the time of request.

2.4           Quotations exclude VAT, transport, Materials, samples and postage unless otherwise stated.

2.5           All postage costs provided in the Quotation or otherwise are estimated and subject to sight and

confirmation of mail piece weight and format and will be confirmed on receipt of the final Royal Mail or other postal providers’ invoice.

2.6           The Company cannot accept any responsibility for third party deliveries outside our control. The Company  will place such deliveries in good faith and use reasonable endeavours to achieve any service levels agreed with the Customer.

  1. PAYMENT

3.1           The Company may require a payment in advance of providing any Services.

3.2           Postage costs, regardless of postal provider used by the Company, must be paid by the Customer to the Company in full before any Services are carried out.

3.3           Any postage discount will be credited back or refunded to the Customer when the final invoices have been received by the Company from Royal Mail or other postal provider.

3.4           Other than payments specified in clauses 3.1 and 3.2 where payment in advance is required, invoices are raised on completion of the work and must be paid within 30 days of the date of the invoice.

3.4           If payment is not received by the Company on the due date for payment under his agreement, the Company may at its option (i) charge (in which event the Customer shall be bound to pay) interest on the unpaid amount from the due date until payment is received at a rate not exceeding four per cent (4%) above the Bank of England base rate, to be calculated on a daily basis; and (ii) refuse to provide any further Services until payment in full has been received by the Company.

3.5           If the Customer disputes that any sum invoiced is due, the Customer shall nevertheless pay all sums they do not dispute in good faith. Any disputes regarding any invoiced amounts must be made within 14 days of the invoice date or shall be paid in full within 30 days of the date of the invoice.

  1. 7           Payment by card is available. DATA SUPPLY

4.1           When the Company supplies Data to the Customer as part of the Services or uses Data in the performance of the Services (whether owned by the Company or a third party) then the relevant provisions of Annex 1 to these Conditions of Service Provision shall apply.

4.2           When the Customer provides Data to the Company for use in the performance of the Services then the relevant provisions of Annex 1 to these Conditions of Service Provision shall apply.

4.3           The use of Data by the Customer, which has been provided by the Company is subject to the Customer’s compliance with the relevant provisions of Annexes 1 and 2 to these Conditions of Service. Any breach of such restrictions by the Customer shall be, to avoid any doubt, a material breach of these Conditions of Service Provision

  1. EMAIL CAMPAIGNS

5.1           Email marketing is governed by several laws and codes of practice, and the Customer must read and understand these terms of Service Provision before using any of our email services. All Services performed by the Company shall be subject to applicable Data Protection Law.

5.2           All emails sent by the Company on behalf of the Customer must include an option for the recipient to opt out of receiving further emails from the Customer and contain clear and simple instructions on how to unsubscribe.

5.3           All unsubscribes from Data supplied by the Company under paragraph 5.2 will be collated by the Company and removed from future e-marketing campaigns for the Customer.

5.4           All unsubscribes from the Customer’s own Data under paragraph 5.2 will be collated by the Customer (not the Company) and removed from future e-marketing campaigns. The Customer shall not send any further emails to any person who unsubscribes under paragraph 5.2. The Customer acknowledges and agrees that this is a central requirement of Data Protection Law.

5.5           The Company aims to ensure that the email addresses supplied to Customers are correct, however the Company accepts no responsibility or liability whatsoever for any e-mail sent by the Customer to any e-mail address supplied by the Company being rejected by the recipient’s server.

5.6           The Customer acknowledges that it can expect up to 2% of emails to e-mail addresses provided by the Company to bounce for reasons outwith the control of the Company including but not limited to spam filters, server issues and other technical issues.

5.7           In relation to all emails sent by the Company on behalf of the Customer all bouncebacks will be collated by the Company for verification purposes and/or future use.

  1. SOLUS MAILINGS

6.1           Postage costs are estimated, subject to sight and confirmation of mail piece weight and format. Estimated direct and residue rates are based on the national average figures provided by Royal Mail.

6.2           Postage costs must be settled prior to an agreed mailing date and prior to the release of any mailing.

6.3           If enclosing has been quoted at machine prices it is based on materials being of machineable quality. The Company reserves the right to re-quote if components do not meet machine specifications.

6.4           Where the Company supplies Data, the Company will not be liable for any costs associated with undeliverable items unless the returns exceed 4% of the total applicable mailing file. For each item in excess of this figure the Company will refund the per item cost of postage and the pro rata handling and data licence fee.

6.5           Timings will be agreed by negotiation between the Customer and the Company and are based on delivery of materials to timescale and, where appropriate, customer approvals. The Company shall not be in any way be liable for any failure to adhere to agreed timescales as a result of any failure by the Customer to provide any required materials or approvals.

  1. SCHOOLBAG SHARED MAILINGS

7.1           Costs are based on the agreed weight. Excess weight may be chargeable and the additional cost for such excess weight will be notified by the Company to the Client on determination by the Company of the excess weight.

7.2           Enclosing is quoted at machine rates based on materials being of machineable quality. The Company reserves the right to re-quote if components do not meet machine specifications.

7.3           The Company reserves the right to adjust despatch dates at its sole discretion if it believes doing so would benefit the Customer or the Company significantly. This may include but not be limited to merging shared mailings. The Company shall consult with the Customer and other customers involved.

7.4           Prepayment for shared mailings may be required.

  1. PRINT

8.1           Design Considerations: The Customer acknowledges that the Company recommends (i) any live matter (type, folios and logos etc.) are inset 5mm from any trim edge, otherwise due to production machine tolerance, there is a possibility of live material being removed whilst trimming; (ii) a 3mm bleed and crop marks.

8.2           PDFs: To avoid difficulties all files must be supplied as high-res PDFs. The Company shall not be liable for errors where a suitable proof has not been supplied or requested by the Customer.

8.3           Timings will be agreed by negotiation between the Customer and the Company and are based on delivery of materials to timescale and, where appropriate, customer approvals. The Company shall not be in any way be liable for any failure to adhere to agreed timescales as a result of any failure by the Customer to provide any required materials or approvals.

 

8.4           Orders (or amendments to existing orders) must be confirmed in writing by the Customer before any work is commenced.

8.5        All Materials supplied by the Company shall remain in the Company’s ownership until the time when remittances for such supply are received in full.

8.6           Additional tasks undertaken, but not quoted for, are chargeable. Any changes required by Customer after first proof will be charged extra.

8.7        Rescheduling is subject to capacity of the Company and available at the Company’s sole discretion.

8.8           Preliminary work: Work produced whether experimental or otherwise at Customers’ request will be charged for.

8.9           Variations in quantity: Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon a margin of 5 percent being allowed for overs or unders, but the same to be charged for or deducted pro rata.

8.10      The Company shall not print any matter which in its opinion may be of an illegal or libellous nature, and shall have no liability of any nature whatsoever for any refusal to print arising out of this.

  1. DELIVERIES

9.1           Inserts should arrive at Goods In, Menzies Response Limited, The Boulevard, Orbital Park, Ashford, Kent, TN24 0GA. Monday to Friday between 0800 to 1630 (or as otherwise agreed in advance), and in any event seven working days before the agreed despatch date. Large deliveries should be pre-booked. Goods may be received outside of these times but will be by prior arrangement only. If a vehicle is delayed and may arrive outside of normal hours, please inform Goods In at the earliest opportunity and although not guaranteed the Company will try to accommodate the late arrival.

9.2        All Customer Materials should be delivered in boxes or in manageable bundles on pallets, and securely shrink wrapped and covered. Corners and tops of pallets should be protected, ideally with top boards. Each box/pallet should be clearly labelled with details of the campaign name, job number, content type and quantity. Each delivery should be accompanied by a delivery note which details customer name, job number, description of goods and accurate quantities in both units and pallets. Pallets should be no larger than 1000mm x 1200mm x 1200mm. Goods In is open Mon-Fri 0800-1630 (or as otherwise agreed in advance). Outside of these hours, and for late arrivals, telephone the Company to ensure a delivery can be taken.

9.3           For safety reasons broken and badly damaged pallets cannot be accepted by the Company and the Company shall be in no way liable for any delays or losses as a result of such non-acceptance.

9.4        The Company will only verify the number of boxes (where possible) or pallets delivered against delivery notes and will accept and sign for Customers’ materials as “unchecked”. The Company undertakes to carry out this summary delivery check within 3 working days of the delivery. No responsibility can be accepted for any delivery shortfall. Accurate counts of material delivered can be arranged at additional cost. Such detailed checks will be quoted for individually and scheduled based on current workloads.

9.5        To allow for set-up, “spoils”, proofing and Customer samples the Customer shall supply at least 3% more material than the total required for the job with a minimum of 50 extra per mailing insert or customer supplied envelope.

  1. COLLECTIONS

10.1         All collections must have a slot booked in advance.

  1. PERFORMANCE

11.1         Delays in scheduled delivery of Customer materials/Data to the Company could incur chargeable downtime. Chargeable overtime may be required to achieve your posting date or your posting date may be delayed.

11.2         The Customer will sign off any agreed approval copies and proofs within 2 working hours of the “sent” time of the email containing the items to be proofed.

11.3      The Company reserves the right to reschedule any mailing or email campaign if timescales specified in clauses 11.1 and 11.2 are not met and is not responsible for any losses incurred by the Customer as a result.

11.4         Re-scheduling of work is subject to the capacity of the Company being available.

11.5         Customer Data is accepted subject to compatibility.

11.6      Customer Data is disposed of after use as per the guidelines laid down in applicable Data Protection Law unless data storage arrangements have been made, such arrangements are usually chargeable.

11.8         All material supplied for laser personalisation must be “laser guaranteed”. The Company will not accept responsibility for material supplied by the Customer that will not run through its laser printers. If unsure of material suitability please supply printed stock (min 500 sheets) in advance for testing.

11.9      If enclosing has been quoted at machine prices, they are based on materials being of machineable quality. The Company reserves the right to re-quote if components do not meet machine specifications.

11.10       The Company reserves the right to apply storage charges of £1.00 per pallet, or part thereof, per day for materials stored for more than 14 days. This is in addition to any storage charges detailed or included in the contract.

  1. ALTERATIONS

12.1         Any alterations to any artwork, supply of proofs etc. requested by the Customer will be charged in addition to the original estimate.

  1. LIABILITY

13.1      The Company’s liability to the Customer, in aggregate, whether in contract, tort (including negligence) under statute or otherwise, shall be limited to a maximum of the amount to be invoiced to the Customer by the Company for the relevant Services provided by the Company to the Customer.

13.2         Where there is any failure in a Service provided by the Company to the Customer for any reason the Company’s liability shall be limited to the maximum amount to be invoiced to the Customer by the Company for the element of the relevant services provided by the Company to the Customer where such failure occurred.

13.3         Any goods on the Company’s premises which belong to the Customer are held at the Customer’s own risk and will not be insured by the Company. If the Customer wishes any such goods to be insured it must arrange and pay for such insurance.

13.4      Typical postage delivery times are not guaranteed and no communication from the Company should be construed to give any form of guarantee that Royal Mail or DSA providers will deliver to these typical times. The Company cannot be held responsible and accepts no responsibility for the failure in whole or part of Royal Mail, DSA providers or any other carriers it uses.

13.5      The Company shall perform the Services with reasonable skill, care and diligence but, and insofar as is not prohibited by law:

13.5.1   Under no circumstances shall the Company be liable for any loss of profits, loss of revenue, loss of business or opportunity or any indirect or consequential loss or damage, of whatever nature;

13.5.2      Customer takes the risk of and the Company shall not be liable for any inaccuracy or omission in any Data, list of names and addresses, posting certificate or stock list supplied by the Company;

13.5.3      The Company shall have no liability for any loss or damage caused by hostilities, blockade, act of terrorism, strike, lockout, labour disturbance, anomalous working conditions, explosion, fire, flood, damp, vermin, epidemic, stress of weather, breakdown or accident to machinery or vehicles, stoppage of or interference with transport facilities, policies or restrictions of governmental authorities or any other cause beyond the control of the Company.

13.6         The Customer shall indemnify the Company in respect of any loss or damage or legal or other expenses suffered by the Company or a third party to whom the Company is liable if caused by any defect or vice in the Customer’s Materials handled or stored by the Company or in the packaging of those Materials.

13.7         If the Customer enters into liquidation whether compulsory or voluntary (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or has a receiver or manager appointed of any of its assets or being an individual commits an act of bankruptcy or has a receiving order made against him or if the Customer makes any arrangement with its creditors or if distress or execution is levied or threatened upon any of the Customer’s property or any judgment against the Customer remains unsatisfied for more than 14 days the Company shall be entitled to give notice in writing to the Customer terminating the Contract forthwith but shall be entitled to payment of the price for any Services already rendered and any interest payable.

13.8         No indulgence shown by the Company shall prevent the Company subsequently insisting upon its rights and remedies under the Contract.

13.9         The Company is not responsible for any consequences of your use of the data.

  1. INDEMNITY

14.1      The Customer shall indemnify the Company and keep the Company indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Company in relation to any:

14.1.1      breach by the Customer of paragraphs 4,5.4 or Annexes 1 and 2 of these Conditions of Service Provision;

14.1.2      IPR Claim;

14.1.3      claim that the content of any Materials printed or distributed by the Company for the Customer infringes any relevant libel or other relevant laws; and

14.1.4      breach by the Customer of any Data Protection Law.

15            COPYRIGHT

15.1      Unless otherwise agreed in writing, the Company shall retain all IPRs in and ownership of the contents, artwork, sketches, designs and layout of all Materials prepared by the Company in carrying out the Services or containing or derived from the Company’s lists of names and addresses, including but not limited to address labels.

  1. JURISDICTION

16.1      English law shall apply to these terms of service provision and shall be construed and enforced in accordance with English law and the customer hereby irrevocably submits to the exclusive jurisdiction of the English courts.

Annex 1

This Annex 1 sets out the terms and conditions on which the Company shall supply Data to the Customer and/or use Company Data on behalf of the Customer and/or on which the Customer shall supply Data to the Company, in respect of the Services.

  1. The Company and the Customer shall at all times comply with Data Protection Law in respect of the collection, storage and processing of the Data. For the purposes of these Conditions of Service Provision, “Data Protection Law” shall mean: (i) the General Data Protection Regulation (EU) 2016/679; and (ii) the European Privacy and Electronic Communications Directive (Directive 2002/58/EC); (iii) any guidance, directions, decisions, determinations, codes of practice, orders, notices or demands issued by any supervisory authority or other competent authority; (iii) any other applicable data privacy or data protection laws or regulations; and (iv) any associated binding judgments of any competent tribunal, regulatory body, or court of law; each as applicable and as amended, supplemented, substituted or replaced from time to time, including without limitation: (1) the Data Protection Act 2018; and (2) The Privacy and Electronic Communications Regulations.
  2. The terms “personal data“, “controller“, “processor“, “processing“, “data subject“, “personal data breach“, “supervisory authority” shall have the meanings ascribed to them under Data Protection Law and the term “process” shall be construed accordingly.
  3. When the Company uses Data on behalf of the Customer, the Company shall ensure that the Data may be used for the performance of the Services, in accordance with Data Protection Law.
  4. When the Company supplies Data to the Customer, whether owned by itself or any other party to the Customer, the following shall apply:

4.1              The Data will be supplied for single or limited multiple use or under a data subscription as specified at the time of supply;

4.2              The Company shall ensure that the Company has the right to supply the Data to the Customer and that such supply shall be compliant with Data Protection Law;

4.3              The Company shall only transfer Data via secure FTP;

4.4              The Customer agrees that:

4.4.1           The Customer (in addition to the Company) shall be a data controller in respect of the Data which is supplied to the Customer and that the Customer is responsible for ensuring that the Customer’s storage and use of the Data is in compliance with Data Protection Law at all times, including the maintenance of complete and accurate records and information to demonstrate its compliance with Data Protection Law;

4.4.2           The Customer shall only use the Data for the purposes set out in the relevant Quotation and subject to the restrictions detailed in these Conditions of Service Provision;

4.4.3           The Customer shall be responsible for providing any Data processing notices, required by Data Protection Law, relating to its use of the Data;

4.4.4        The Customer shall ensure that the Data is kept secure and shall implement appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and against accidental loss or destruction or damage, 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);

4.4.5        The Customer shall take reasonable steps to ensure the reliability of any of its employees, contractors or agents who have access to personal data forming part of the Data and ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential and have undergone reasonable and appropriate Data Protection Law compliance training, given the intended use of the Data;

4.4.6        The Customer shall not transfer any personal data outside of the European Economic Area unless the prior written consent of the Company has been obtained;

4.4.7        The Customer shall, at the discretion of the Company, unless already stated in the relevant Quotation, delete or return personal data and copies thereof to the Company on termination of an agreement (governed by a Quotation and these Conditions of Service) unless required by Data Protection Law to store the personal data;

4.4.8        Where the Company (or any of the Company’s Data suppliers) uses security features in relation to the Services (wholly or in part), the security features must, unless the Company notifies the Customer otherwise, be kept confidential and not lent, shared, transferred or otherwise misused;

4.4.9        If the Customer becomes aware of any misuse of any Data, or any security breach (including personal data breach) that could compromise the security or integrity of the Data or otherwise adversely affect the Company or if the Customer learns or suspects that any security feature has been revealed to or obtained by any unauthorised person, the Customer shall notify the Company without undue delay and within 24 hours of becoming aware of the security breach and fully co-operate with the Company to remedy the issue as soon as reasonably practicable.

4.4.10      The Customer agrees to co-operate with the Company’s reasonable security investigations in respect of the Data and otherwise provide any reasonable assistance requested by the Company to ensure the Company’s compliance with any of its obligations under Data Protection Laws in respect of the Data;

4.4.11      The Customer acknowledges that the personal data forming part of the Data has been supplied to the Customer in reliance upon legitimate interests, as the legal basis for processing under Data Protection Law and as such the Customer further acknowledges that data subjects may object to processing of personal data. The Company shall immediately upon notification from the Company cease any processing of Data where the Company advises the Customer that there is no longer a legitimate interest in processing the personal data which can be relied upon as a legal basis for processing;

4.4.12      The Company shall immediately upon a request from the Company cease any processing of the Data which would breach Data Protection Law, whether following upon a decision or other guidance of a supervisory authority or otherwise; and

4.4.13      The Data is supplied for the use of the Customer only and: (1) in no circumstances shall the Customer sell, lease, loan, gift or otherwise provide any Data to any other person, without the prior written consent of the Company which shall at its sole discretion decide whether to give such consent and on what basis, including requiring additional payment; and (2) in no circumstances shall the Customer use the Data to advertise, promote or solicit enquiries for products or services provided by any other person or company without the written consent of the Company who shall at its sole discretion decide whether to give such consent and on what basis, including requiring additional payment;

4.5           Data specified by the Company as single use may only be used by the Customer once and then all instances of the Data must be deleted by the Customer; within 4 weeks from date of supply.

4.6           Data specified by the Company for limited multiple use may be used by the Customer multiple times in accordance with the limitations set out in the relevant Quotation or otherwise in these Conditions of Service Provision and then all instances of the Data must be deleted by the Customer.

4.7           Where the Data is provided on a subscription basis with Data updates the Customer must only use the latest Data update, in accordance with the period updates or other arrangements set out in the Quotation. All previous versions of the data must be deleted by the Customer;

4.8           The Customer acknowledges and agrees that all Data supplied is seeded to detect unauthorised usage;

4.9           Data relating to educational establishments that are MPS, FPS or TPS registered will be flagged by the Company.

4.10         Where Data is supplied to the Company by the Customer the Company shall be a processor of the Data and the following shall apply:

4.10.1      The information required by Data Protection Law – namely subject-matter, duration, nature and purpose of the processing, type of personal data and categories of data subjects – shall be as set out in Annex 3, unless otherwise agreed between the Company and the Customer.

4.10.2      The Customer shall be responsible for ensuring that the Data may be provided by the  to the Company for the purposes of the Services and the Customer will ensure that it has and/or has provided (as applicable) all appropriate consents, notices and legitimate interest statements to enable the lawful transfer of the Data to the Company. The Customer hereby warrants and undertakes that:

(a)           the Data is accurate, complete and up-to-date;

(b)           the Data may be processed by the Company, as provided for in a Quotation, in compliance with Data Protection Law and it is not aware of any circumstances likely to give rise to any breach of Data Protection Law; and

(c)            it is the owner or licensee of the intellectual property rights in the Data, it has the right to permit the Company to use the Data and the processing of the Data by the Company will not infringe the intellectual property rights of any third party.

4.10.3      All MPS, FPS or TPS registered contacts will be removed by the Customer prior to providing the Data to the Company. The Company can provide screening services if necessary at a cost to be agreed between the Company and the Customer.

4.10.4      In processing the Data the Company shall:

(a)           process the Data only for the purposes of performing the Services and on the documented instructions of the Customer (and for the avoidance of doubt such documented instructions shall include the Company’s obligations under the Quotation and these Conditions of Service Provision) unless the Company is required by applicable law to process the Contract Data, in which case the Company shall promptly notify the Customer of this before performing the processing required by the applicable law, unless such applicable laws prohibit the Company from so notifying the Customer;

(b)           notify the Customer if, in the Company’s opinion, the Company’s compliance with the Customer’s instructions in respect of the processing of Data would breach Data Protection Law, in which case the Company shall be entitled without penalty to suspend execution of the instructions concerned, until the Customer confirms in writing that such instructions are to be followed. The Company shall not have any liability of any nature whatsoever which arises as a result of compliance with the Customer’s instructions;

(c)            ensure that it has in place and maintains appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss or destruction or damage, 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;

(d)           ensure that all staff of the Company who have access to and/or process Data are obliged to keep the Data confidential;

(e)           not transfer any Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the Company complies with its obligations under Data Protection Law by providing an adequate level of protection to any Data that is transferred;

(f)            assist the  Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(g)           notify the Customer without undue delay on becoming aware of a personal data breach;

(h)           at the written direction of the Customer, delete or return Data and copies thereof to the Customer unless required by applicable law to store the Data;

(i)            maintain complete and accurate records and information to demonstrate its compliance with this paragraph 4.10.4 and allow for reasonable audits by the Customer to assess the Company’s compliance with this paragraph and Data Protection Law, subject to the Customer giving the Company at least 5 Business Days’ notice of such audit and only one (1) audit being conducted in any 12 months period; and

(j)            not engage third parties to carry out processing of the Data without the Customer’s prior consent.

4.11         All data supplied by the Customer to the Company should be supplied by the Customer to the Company via a secure FTP – the Company accepts no liability for improper transfer of any data, loss or unauthorised interception of any data, or for the content of that Data.

Annex 2

In addition to any other restrictions on use set out in these Conditions of Service Provision, the Customer shall comply with this following restrictions on use of Data provided by the Company (whether Company Data or that of a third party):

Data Useage Fields supplied Restrictions on use Notes
Single Title, Firstname, Surname, Salutation (contact), Contact, Contact Type Id, Contact Type, Contact ID, Job Title, Additional Reponsibilities (contact), Establishment Name, Establishment Name Short, Address 1, Address 2, Address 3, TOWN, Royal Mail County, Postcode, Country, MPS, Education Number, Establishment Type, Establishment Profile fields. All Data to be used for a single one off marketing campaign only relating to educational services and products.

 

All Data to be deleted 4 weeks from date of receipt.

 

The Fields are the types of Data that may be supplied. Not all Customers will receive all of the Data Fields. This will depend on the specific Services for each Customer.
12 month Subscription Title, Firstname, Surname, Salutation (contact), Contact, Contact Type Id, Contact Type, Contact ID, Job Title, Additional Reponsibilities (contact), Establishment Name, Establishment Name Short, Address 1, Address 2, Address 3, TOWN, Royal Mail County, Postcode, Country, MPS, Education Number, Establishment Profil fields, Mailsort, DFE Number, Telephone, Fax, Establishment Type, Description, TPS, FPS, LEA, Authority, Pupils on Roll, Lower Age Range, Upper Age Range, Contact Email Address, Email Address, Ofsted URN, Head Teacher, Funding Status Flag, Specialist Schools Flag, Specialist Colleges Flag, National Support Schools, Government Regional Offices Data may be used for multiple marketing campaigns but only relating to [educational supplies – equipment and materials].

 

An initial file will be supplied by the Company via a secure link which will be updated and ready to access each month.

 

The Customer must only use the most up to date link and may not use any Data which has been removed from the previous link.

 

It is the customers responsibility to access the link and ensure they are  using the most up to date link and Data. The Customer must not use and must delete any copies of any Data which is removed from the Data set provided via the link.

The Fields are the types of Data that may be supplied. Not all Customers will receive all of the Data Fields. This will depend on the specific Services for each Customer.

 

 

In all cases if the Customer receives an unsubscribe from a data subject included within the Data then: (1) if the unsubscribe is specific to a campaign then it is the responsibility of the Customer to remove the data subject from the campaign; (2) if the unsubscribe relates to all campaigns then the Customer  shall promptly notify the Company of the details of the unsubscribe, to enable the Company and its third party data suppliers to reflect the unsubscribe.

Annex 3

 

Subject matter of processing

 

 

Processing personal data in order to fulfil the company’s obligations as set out in the relevant Quotation and these Conditions of Service Provision.

 

 

Duration of processing

 

 

Duration of the Services

 

 

Nature of processing, e.g. means of processing

 

 

The Company will process the Data provided by the Customer, as set out in the relevant Quotation. The data will be supplied and processed in accordance with the relevant Quotation and these Conditions of Processing.

 

Purpose of processing

 

 

The fulfilment of marketing campaign Services on behalf of the Customer, by the Company, as set out in the relevant Quotation.

 

Categories of data subjects

 

 

Contacts at schools and other educational establishments

 

 

Type of personal data (including special categories of personal data)

 

The  personal data may include:

 

Title, Firstname, Surname, Salutation (contact), Job Title, Additional Reponsibilities (contact), Establishment Name, Establishment Name Short, Address 1, Postcode, Country, Telephone, Fax, Establishment Type, Description, Contact Email Address, Email Address, Ofsted URN,.

 

Conditions of Service Provision