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Terms & conditions

LAUNCH CONTROL LIMITED

AGREEMENT FOR THE SUPPLY OF SERVICES

1.             DEFINITIONS AND INTERPRETATION

1.1           In this Agreement:

Additional Fees means the fees payable by the Customer to Launch Control for Additional Services;

Additional Services means any additional services which Launch Control is to supply to the Customer from time to time as detailed in the Terms Schedule and any Work Order entered into between the parties from time to time;

Agreement means this agreement between Launch Control and the Customer, for the provision of Services incorporating any and all Work Orders;

Commencement Date means the date of this Agreement;

Confidential Information has the meaning given in clause 15;

Core Fees means the core fees as set out in the Terms Schedule;

Core Services means the core services set out in the Terms Schedule;

Controller or Data Controller has the meaning set out in the Data Protection Legislation.

Customer Data means all information, data, documents, correspondence, materials, results, reports, images and suchlike as provided by the Customer to Launch Control in the provision of the Services;

Data Protection Legislation means all applicable data protection and privacy legislation, regulations, guidance and codes of practice, including: the Data Protection Act 2018 and the GDPR; the Privacy and Electronic Communications (EC Directive) Regulations 2003; any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK (all as amended, updated or re-enacted from time to time);

Data Subject has the meaning set out in the Data Protection Legislation.

Fees means the Core Fees and Additional Fees;

Force Majeure Event has the meaning given in clause 11;

GDPR means Regulation (EU) 2016/679 (or the “General Data Protection Regulation”).

Initial Term means eighteen (18) months;

Intellectual Property Rights means patents, trade marks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trade marks and service marks, copyrights, know-how, rights in designs and inventions, rights in databases and any other rights of the same or similar effect or nature, in each case in any jurisdiction;

Net Proceeds means the sales price of the relevant goods after deduction of any commission, sales fees, delivery charges and other expenses and VAT if applicable;

Personal Data shall have the meaning set out in the Data Protection Legislation;

Processing has the meaning set out in the Data Protection Legislation (and Process and Processed shall be construed accordingly).

Processor or Data Processor has the meaning set out in the Data Protection Legislation.

Quarter means the period of three (3) months commencing on the Commencement Date and each subsequent three (3) month period thereafter and in respect of the last Quarter shall be the period commencing on a day immediately following the end of a Quarter and ending on the termination of this Agreement, and Quarterly shall be construed accordingly;

Services means the Core Services and any Additional Services;

Special Category Data has the meaning set out in the Data Protection Legislation;

Term has the meaning given in clause 2;

Terms Schedule means the schedule to this Agreement which forms part of this Agreement;

VAT means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994; and

Work Order means any agreement between the parties from time to time (including by email) during the Term for the provision of Additional Services by Launch Control to the Customer for the Additional Fees.

1.2       In this Agreement:

1.2.1     headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of this Agreement;

1.2.2     words importing the singular meaning shall include the plural meaning and vice versa;

1.2.3     references to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to a party shall mean either Launch Control or the Customer as the context requires and parties shall mean both of them;

1.2.4     the words includeincluding and for example will be construed without limitation unless inconsistent with the context and working days are all days other than Saturdays, Sundays or English public holidays; and

1.2.5     if there is any conflict between the terms in the main body of this agreement and those set out in the Terms Schedule, the terms in the Terms Schedule shall take precedence.

2.             COMMENCEMENT AND TERM

This Agreement shall commence on the Commencement Date and unless terminated earlier in accordance with clause 12 shall continue for the Initial Term and thereafter unless and until terminated by either party by giving the other party no less than three (3) months’ notice, such notice to expire no earlier than the end of the Initial Term (the Term).

3.             PROVISION OF SERVICES

3.1           Launch Control will provide the Services to the Customer in accordance with this Agreement and any Work Order.

3.2           The Core Services will begin on the Commencement Date and continue for the Term.

3.3           The Additional Services will begin upon agreement of a Work Order and continue until the provision of the Additional Services is complete (or for such period set out in a Work Order) unless otherwise terminated in accordance with clause 12.

3.4           Whilst Launch Control will use reasonable endeavors to meet any milestone dates or estimated timescale set out in the Work Order, such dates are approximate only, and time of performance is not of the essence.

3.5           The Customer shall ensure that the terms of any applicable Work Order are complete and accurate. 

3.6           Any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director or authorised representative of Launch Control. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Launch Control which is not set out in this Agreement or a Work Order. 

4.             CUSTOMER’S OBLIGATIONS

4.1           To enable Launch Control to perform its obligations under this Agreement, the Customer shall:

4.1.1      co-operate fully with Launch Control;

4.1.2      provide Launch Control with any information, data, documents, material that it reasonably requires;

4.1.3      provide Launch Control with access to the Customer’s employees, agents, sub-contractors or consultants and premises and equipment as are reasonably required by Launch Control;

4.1.4      provide Launch Control with a signed letter of authority, or similar, in order to allow Launch Control to discuss the terms of the provision of any third party goods or services with a third party supplier, agent or similar;

4.1.5      obtain all necessary licences, permissions and consents which may be required before commencement of, or during the provision of the Services; and

4.1.6      keep all documents, equipment, materials and other Launch Control property at the Customer’s premises safely and at its own risk and in the same condition as they were in when supplied and not dispose of or use any of the same without Launch Control’s prior written agreement.

4.2           The Services are provided at the Customer’s request and the Customer is responsible for verifying that the Services are suitable for its own needs and fit for its own purposes.

4.3           If Launch Control’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or its employees, agents, sub-contractors or consultants (including any breach of its obligations under this clause 4) Launch Control shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

5.             THIRD PARTY GOODS AND/OR SERVICES

5.1           During the provision of the Services, Launch Control may research, discuss and negotiate with third parties: (i) the supply of third party goods and/or services to the Customer; and/or (ii) the sale of goods and/or services by the Customer to third parties, as agreed in the Work Order or this Agreement.

5.2           In providing the Services Launch Control may present options to the Customer regarding the goods and/or services described in clause 5.1, (for example different policies or services the Customer could enter into, or that in accordance with a Work Order Launch Control is authorised by the Customer to sell unwanted goods of the Customer), and in relation to the same the Customer acknowledges and agrees that:

5.2.1      any subsequent contracts that the Customer enters into with third party suppliers are solely contracts as between the Customer and the third party (not Launch Control), and the Customer is responsible for complying with the terms of any such contract it enters into (including the payment of any goods and/or services thereunder);

5.2.2      in presenting different options of third party goods and/or services to the Customer, Launch Control will use its reasonable endeavours to obtain fair and reasonable terms of purchase having regard to a number of relevant factors and exercising reasonable judgement (including in relation to price, delivery, reliability of buyer, marketplace and other commercial factors), however Launch Control does not warrant or guarantee that the options presented to the Customer are the best third party goods and/or services available on the market at the time, nor that the options are the best possible options for the Customer;

5.2.3      it is for the Customer to carry out its own enquiries and due diligence in respect of any third party goods and/or services to ensure that the supply of the same to the Customer are: (i) fit for the Customer’s purpose(s); and (ii) satisfactory to the Customer in terms of contract terms (including price, length of contract, quality, liability);

5.2.4      in authorising Launch Control to sell goods on the Customer’s behalf the Customer acknowledges and agrees that Launch Control will use its reasonable endeavours to obtain fair and reasonable terms of sale having regard to a number of relevant factors and exercising reasonable judgement (including in relation to price, delivery, reliability of buyer, marketplace and other commercial factors), however Launch Control does not warrant or guarantee that the sale of goods will be at the best possible price and/or on the best possible terms available at the time, nor that any sales terms are the best possible sale terms for the Customer in relation to the goods.

6.             CHANGES TO THE SERVICES

6.1           During the provision of the Services Launch Control may recommend and/or the Customer may request changes or additions to the Services. In these circumstances, any changes or additions to the Services will be agreed in writing between the parties (including any change to the Fees), such agreement not to be unreasonably withheld or delayed. 

6.2           Launch Control may make any changes to the Services: (i) needed to comply with applicable law or safety requirements; or (ii) which do not materially affect the nature or quality of the Services; and will notify the Customer as soon as reasonably practicable of such changes.

7.             CUSTOMER DATA

7.1           Without prejudice to clause 14, the parties acknowledge and agree that in order for Launch Control to provide the Services Launch Control will require the Customer to provide Customer Data. The Customer must provide all Customer Data required by Launch Control in order for Launch Control to provide the Services. The Customer shall be solely responsible for the accuracy, completeness and regulatory compliance of all information about the Customer and/or the Customer’s products or services that the Customer provides to Launch Control pursuant to this Agreement.

7.2           Launch Control shall not be liable for any errors, misstatements or omissions in any information or material produced by Launch Control in respect of the Services, to the extent such error, misstatement or omission was caused by any Customer Data (or lack thereof) provided by the Customer about the Customer or its products or services. In addition, Launch Control will not be liable for any failure or delay to provide the Services to the extent such failure or delay was caused by the Customer’s failure or delay to provide any Customer Data or co-operation reasonably requested by Launch Control.

 

8.             FEES

8.1           The Customer shall pay Launch Control the Core Fees for the provision of the Core Services.

8.2           The Customer shall pay Launch Control the Additional Fees for the provision of the Additional Services.

8.3           The Additional Fees shall be the fees set out in the Work Order, being either: (i) a fixed price for the Additional Services; and/or (ii) calculated as a commission or percentage rate of the cost savings of the Customer in the provision of the Additional Services by Launch Control or sums payable by the Customer in relation to a service or similar.

8.4           Launch Control may at any time prior to the provision of the Services withdraw any discount from its normal prices and/or revise prices to take account of inflation, increases in costs including costs of any goods, materials, carriage, labour or overheads and the increase or imposition of any tax, duty or other levy.

8.5           Where the Additional Fees include the re-charge of parts or equipment or other goods or services which Launch Control sources from a third party supplier, the Customer shall bear the pass through cost of the same and any increase to the same between the date of the Work Order and the date when Launch Control actually pays the third party for such parts or equipment or other goods or services.

8.6           Unless otherwise specified, VAT and any other tax, duty or levy shall be payable by the Customer in addition to the Fees.

8.7           Launch Control’s expenses will normally be included within the relevant Fees, save that the Customer shall be liable for Launch Control expenses (including  travel, accommodation, sustenance and other reasonable expenses) where expressly agreed and set out in the Work Order. 

8.8           Where Launch Control is authorised by a Work Order to sell goods on behalf of the Customer, or otherwise in proving the Services obtains sums on behalf of the Customer, Launch Control will account to the Customer for all Net Proceeds of the sale, after deduction of the Additional Fees (and any agreed expenses as set out in clause 8.7) and any other outstanding sums due to Launch Control under this Agreement to a bank account nominated in writing by the Customer and notified by the Customer to launch Control from time to time.

8.9           Where Launch Control is instructed under a Work Order to perform particular Additional Services, the Customer acknowledges and agrees that an Additional Fee may be payable even if the Customer decides not to proceed with a particular option, services or goods presented to the Customer by Launch Control to reflect the fact that Launch Control has still carried out its Additional Services.

9.             TERMS OF PAYMENT

9.1           Launch Control shall be entitled to invoice the Customer for:

9.1.1      the Core Fees on a Quarterly basis, in advance; and

9.1.2      the Additional Fees on or at any time after it has supplied the Additional Services or at such intervals as set out in the Work Order.

9.2           Payment of the Fees and reimbursement of expenses shall be made in pounds sterling in full within fourteen (14) days of the date of Launch Control’s invoice or as otherwise set out in the Work Order to a bank account nominated in writing from time to time by Launch Control. 

9.3           No payment shall be deemed to have been received until Launch Control has received cleared funds.

9.4           The Customer shall make all payments due under this Agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Launch Control to the Customer.

9.5           Launch Control is entitled to offset any amount owing to it from the Customer against any amount owed to the Customer by Launch Control, under any Work Order or this Agreement. 

9.6           All payments payable to Launch Control under this Agreement shall become due immediately on its termination despite any other provision.

9.7           In the event that the Customer fails to pay any amount due to Launch Control under this Agreement by the due date for payment Launch Control reserves the right to:

9.7.1      suspend provision of the Services to the Customer; and/or

9.7.2      to claim interest at the rate of five per cent. (5%) above the base lending rate from time to time of The Bank of England accruing on a daily basis to run from the due date for payment until receipt by Launch Control of the full amount (including any accrued interest) whether before or after any judgment,

and any suspension under this clause 9.7 shall not relieve the Customer of payment of the Core Fees for such suspended period. 

9.8           Any extension of credit allowed to the Customer may be changed or withdrawn at any time.

9.9           If, in the opinion of Launch Control, the credit-worthiness of the Customer deteriorates before the provision of the Services, Launch Control may require full or partial payment of the price prior to commencing the Services or the provision of security for payment by the Customer in a form acceptable to Launch Control.

10.          WARRANTY AND LIABILITY

10.1        Launch Control warrants that the Services will be performed by appropriately qualified and experienced personnel with reasonable care and skill and in accordance with the Work Order provided that:

10.1.1   Launch Control shall be under no liability in respect of any incorrect, incomplete or misleading information supplied by the Customer; and

10.1.2   Launch Control shall be under no liability if any Fees payable in respect of of the Services has not been paid by the due date for payment.

10.2        In the event of a valid claim by the Customer under clause 10.1, Launch Control shall investigate the claim and if liability is accepted by Launch Control under clause 10.1 the Customer’s only remedy and Launch Control’s only obligation is to re-perform the Services free of charge.

10.3        Launch Control’s aggregate liability to the Customer under a Work Order whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the cost of the Services to be provided under the relevant Work Order.

10.4        All clauses, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods (save for the clauses implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982) are excluded from this Agreement to the fullest extent permitted by law.

10.5        Nothing in this Agreement excludes or limits Launch Control’s liability: (i) for death or personal injury caused by Launch Control’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any matter which it would be illegal for Launch Control to exclude or attempt to exclude its liability.

10.6        Launch Control is not liable for: (i) any indirect, special or consequential liabilities; (ii) any loss of business or business opportunities; (iii) any pure economic loss; (iv) any loss of profits, anticipated profits, revenue or anticipated savings (v) any loss of goodwill or reputation; or (vi) any loss of management time, howsoever caused.

11.          FORCE MAJEURE

If Launch Control is prevented, hindered or delayed from or in providing the Services in accordance with this Agreement by an event which is beyond Launch Control’s reasonable control including acts of terrorism, insurrection, riots, civil unrest and military action, the exercise of emergency powers by any local, regional or national governmental authority, fire, flood, earthquake, storm and other natural disasters, industrial action, strikes and lock-outs, blockage or embargo or the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials) (a Force Majeure Event) Launch Control may, at its option:

11.1        suspend the provision of the Services while the Force Majeure Event continues;

11.2        if Launch Control has insufficient capacity and/or resources to meet its commitments, apportion available capacity and/or resources between its customers as it decides; or

11.3        terminate any Work Order so affected with immediate effect by written notice to the Customer,

and Launch Control will not be liable for any loss or damage suffered by the Customer as a result.

12.          TERMINATION

12.1        Launch Control may terminate this Agreement or any Work Order with immediate effect by notice to the Customer if:

12.1.1   the Customer is in material breach of an obligation under this Agreement and, if the breach is capable of remedy, the Customer has failed to remedy such breach within a period of thirty (30) days after being given notice by Launch Control to remedy the breach;

12.1.2   it has the right to terminate this Agreement in accordance with the provisions of clause 11;

12.1.3   any arrangement or composition with or for the benefit of creditors which does not involve a continuation of its business in the same or substantially the same form (including any voluntary arrangement as defined in the Insolvency Act 1986) is entered into by or in relation to the Customer;

12.1.4   a supervisor, receiver, administrative receiver or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process is levied or enforced (and is not discharged within ten working days) upon, the whole or any material part of the assets of the Customer;

12.1.5   the Customer is or becomes unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or ceases to carry on the whole or a substantial part of its business;

12.1.6   an administrator is appointed out of court in respect of the Customer or the directors of the Customer give notice of their intention to appoint an administrator (whether out of court or otherwise);

12.1.7   the Customer has an administration order under Section 8 of the Insolvency Act 1986 made in respect of it;

12.1.8   a petition is presented (and is not discharged within 20 working days), or a resolution is passed or an order is made for the winding-up, bankruptcy or dissolution of the Customer (save for the purpose of a voluntary reconstruction or amalgamation previously approved by Launch Control (such approval not to be unreasonably withheld or delayed)); or

12.1.9   the Customer suffers any event analogous to the events set out in clauses 12.1.3 to 12.1.8 (inclusive) in any jurisdiction in which it is incorporated or resident.

12.2        Without prejudice to clause 12.1, Launch Control may terminate this Agreement and/or any Work Order with immediate effect by notice to the Customer if the Customer has failed to pay by the due date any sum due and payable by it to Launch Control under this Agreement and such non-payment continues unremedied at the expiry of a period of 10 working days following notification by Launch Control of such non-payment by the Customer.

13.          CONSEQUENCES OF TERMINATION OR EXPIRY

13.1        Upon the expiry or termination of this Agreement for any reason:

13.1.1   the Customer shall pay to Launch Control all sums due to Launch Control under this Agreement within ten (10) working days of the date of expiry or termination; and

13.1.2   each party shall within five (5) working days from receipt of a request by the other party return to the other party all original and copy documentation containing Confidential Information of the other party.

13.2        Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the parties and shall not affect any continuing obligations of the parties under this Agreement.  Without prejudice to that generality, the provisions of clauses 8910131415161718 and 19 shall survive the termination of this Agreement for any reason, or the expiry of this Agreement.

14.          DATA PROTECTION

14.1        Launch Control shall process any Personal Data in accordance with its privacy policy, a copy of which can be found here.  The Customer shall ensure that it communicates a copy of this privacy policy to any individual whose Personal Data the Customer may provide to Launch Control, including the Customer’s employees and their relatives and partners (Customer Third Party).

14.2        Without prejudice to the generality of clause 14.1, each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

14.3        Neither party shall through its acts or omissions place the other party in breach of any Data Protection Legislation.

14.4        The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Launch Control is the Data Processor. Schedule 1 sets out the scope, nature and purpose of Processing by Launch Control, the duration of the Processing and the types of Personal Data and categories of Data Subject.

14.5        Without prejudice to the generality of clause 14.1, where the Customer directly or indirectly provides Personal Data to Launch Control pursuant to this Agreement, which may be shared with and processed by a third party as reasonably necessary for Launch Control to provide the Services, the Customer warrants and undertakes that:

14.5.1   it has all necessary appropriate consents and notices in place to enable lawful transfer to Launch Control of any Personal Data relating to a Customer Third Party;

14.5.2   it will ensure that the Personal Data of any Customer Third Party is complete and accurate; and

14.5.3   it is lawfully able to provide all Special Category Data relating to a Customer Third Party that is necessary for Launch Control to provide the Services.

14.6        The Customer will indemnify (and keep indemnified) and defend Launch Control against all liabilities, fines, costs, expenses, losses and damages (including full legal costs) suffered or incurred by Launch Control arising out of or in connection with any breach or alleged breach of this clause 14 by the Customer.

14.7        Without prejudice to the generality of clauses 7.1 and 14.2, Launch Control shall, in relation to any Personal Data it Processes in connection with this Agreement:

14.7.1   Process that Personal Data only on the written instructions of the Customer unless Launch Control is required to Process such Personal Data otherwise by the laws of any member of the European Union or by other laws applicable to Launch Control (Applicable Laws). Where Launch Control is relying on Applicable Laws as the basis for Processing Personal Data, Launch Control shall promptly notify the Customer of this before performing the Processing required by the Applicable Laws unless those Applicable Laws prohibit Launch Control from so notifying the Customer;

14.7.2   ensure that it has in place appropriate technical and organisational measures designed to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

14.7.3   ensure that all personnel (including, without limitation, employees) who have access to and/or Process Personal Data on its behalf are legally obliged to keep the Personal Data confidential;

14.7.4   not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

14.7.4.1 the Customer or Launch Control has provided appropriate safeguards in relation to the transfer;

14.7.4.2 the Data Subject has enforceable rights and effective legal remedies;

14.7.4.3 Launch Control complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

14.7.4.4 Launch Control complies with reasonable instructions notified to it in advance by the Customer with respect to the Processing of the Personal Data;

14.7.5   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 the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and otherwise to comply with the Customer’s obligations under the Data Protection Legislation to respond to requests from Data Subjects or exercise of the rights of Data Subjects or information mandated to be provided to Data Subjects;

14.7.6   notify the Customer without undue delay and in any event within 48 hours of the point at which Launch Control becomes aware of any Personal Data breach or other security incident affecting or relating to Personal Data;

14.7.7   at the written direction of the Customer, delete or return Personal Data and all copies thereof to the Customer on termination of the Agreement or at any other time, unless required by Applicable Law to store the Personal Data; and

14.7.8   maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and relevant provisions of the Data Protection Legislation and allow for and cooperate with reasonable audits (at reasonable times and on reasonable notice) including, without limitation, inspections by the Customer or its designated auditor.

14.8        Notwithstanding clause 4.1.4, the Customer consents to Launch Control appointing third party processors for the provision of the Services (including as detailed in clause 5.1), as a third-party processor of Personal Data under this Agreement. Third party processors used from time to time are listed under section 11 of Launch Control’s privacy policy, available on our website. Launch Control confirms that it has entered into or (as the case may be) will enter into a written agreement with the third-party processor, which agreement shall contain provisions which comply with the Data Protection Legislation and which, in any event, are no less onerous than those imposed under this clause 14. As between the Customer and Launch Control, Launch Control shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 14.8. The Customer reserves the right, acting reasonably, to object to the use of a third party processor.

14.9        Launch Control may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms (which shall apply if varied in accordance with clause 19.1).

15.          CONFIDENTIAL INFORMATION

Each party (the Receiving Party) shall treat any Confidential Information relating to the other party (the Disclosing Party) as strictly confidential except to the extent that such Confidential Information can be proved to be within the public domain at the time of disclosure other than as a result of any breach of this Agreement. The Receiving Party shall not disclose such Confidential Information to any third party nor use it for any purpose except as is strictly necessary for the performance of its obligations under this Agreement. For the purpose of this Agreement, Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the Disclosing Party to the Receiving Party or otherwise acquired by the Receiving Party in connection with this Agreement or its subject matter whether before or after the commencement of this Agreement including information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, trade secrets and other Intellectual Property Rights, market opportunities, business affairs, financial information and other confidential information.

16.          INTELLECTUAL PROPERTY RIGHTS

16.1        All right, title and interest in and to any Intellectual Property Rights created by or on behalf of Launch Control during the provision of the Services and all renewals and extensions thereof shall be the property of and vest in Launch Control (unless otherwise agreed in writing), and the Customer assigns, including by way of present assignment of future rights, such Intellectual Property Rights to Launch Control with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights.  The Customer waives any moral rights in relation to the Intellectual Property Rights.

16.2        All right, title and interest in and to any Intellectual Property Rights owned by or licensed to a party prior to this Agreement is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom it’s right to use such Intellectual Property Rights has derived).

17.          NOTICES

17.1        A notice under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by recorded or registered delivery post or sent by email to the other party at its last known address or email address.

17.2        In the absence of evidence of earlier receipt, service of a notice is deemed to have been effected as follows:

17.2.1   if delivered personally, when left at the address referred to in clause 17.1;

17.2.2   if sent by recorded or registered delivery post, two working days after posting it (excluding the day of posting); or

17.2.3   if sent by email on a working day before 5.00 p.m. at the time of its delivery and otherwise on the next working day (provided that where a notice is delivered by email it shall also be delivered via one of the methods set out in clause 17.2.1 and 17.2.2within two working days).

18.          NON-SOLICITATION

The Customer shall not, without the prior written consent of Launch Control, at any time from the date of this Agreement to the expiry of six (6) months after the last date of supply of the Services, solicit or entice away from Launch Control or employ (or attempt to employ) any person who is, or has been, engaged as an employee, agent, sub-contractor or consultant by Launch Control in the provision of the Services to the Customer.

19.          GENERAL

19.1       A variation of this Agreement is valid only if it is in writing and signed by a director or authorised representative of Launch Control.

19.2        Unless otherwise stated in this Agreement, this Agreement (and any documents referred to in it) constitutes the entire understanding between the parties in relation to its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of this Agreement.  No party has relied on any warranty or representation except as expressly set out in this Agreement.

19.3        The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement without first having obtained Launch Control’s written consent.  Launch Control may assign this Agreement or any part of it to any person.

19.4        If any clause of this Agreement, (or part of a clause), is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other clauses shall remain in force.

19.5        If any invalid, unenforceable or illegal clause of this Agreement would be valid, enforceable or legal if some part of it were deleted, the clause shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19.6        Nothing in this Agreement is intended to confer on any person any right to enforce any clause of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

19.7        The failure by Launch Control to exercise or delay by Launch Control in exercising any right, power or remedy provided by this Agreement or by law does not constitute a waiver of such right, power or remedy or a waiver of any other rights, powers or remedies.  No single or partial exercise of a right, power or remedy provided by this Agreement shall prevent any further exercise of the right, power or remedy or the exercise of another right, power or remedy.

19.8        Each right or remedy of Launch Control under this Agreement is without prejudice to any other right or remedy of Launch Control whether under this Agreement or not.

19.9        This Agreement is governed by, and shall be construed in accordance with, the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement.

 

SCHEDULE 1

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1.              DESCRIPTION OF THE PROCESSING TO BE UNDERTAKEN BY LAUNCH CONTROL 

SCOPE AND PURPOSE OF PROCESSING: Launch Control shall Process the Personal Data solely for the purpose of providing the Customer with information about goods and/or services, which the Customer requests, obtained from third party suppliers.

NATURE: Any operation such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means).

DURATION OF THE PROCESSING: for the duration of the Agreement.

2.              TYPES OF PERSONAL DATA TO BE PROCESSED BY LAUNCH CONTROL

Name, address, gender, date of birth, marital status and dependants, NI number, telephone number, bank account or debit/ credit card details, job title and place of work, business and personal emai addresses, log-in details for online accounts.

3.              TYPES OF SPECIAL CATEGORIES OF PERSONAL DATA (OR SENSITIVE PERSONAL DATA) TO BE PROCESSED BY LAUNCH CONTROL WHEN NECESSARY TO FULFILL A SPECIFIC SERVICE

This may include personal data revealing or relating to a data subject’s:

(a)        racial or ethnic origin;

(b)        political opinions;

(c)        religious or philosophical beliefs;

(d)        trade-union membership;

(e)        genetic data

(g)        physical or mental health or condition;

(h)        sex life or sexual orientation;

(i)         the commission or alleged commission by them of any offence;

(j)         any proceedings for any offence committed or alleged to have been committed by them, the disposal of such proceedings or the sentence of any court in such proceedings.

4.              CATEGORIES OF DATA SUBJECT

Customer’s employees (including volunteers, agents, and temporary workers), Customer’s relatives and partners.