Undercover Entrepreneur Limited
Standard terms and conditions for the supply ofgoods,servicesand digital content
- These terms
1.1 What these terms cover. These are the terms and conditions on which we supply Products to you, whether these are Goods ,ServicesorDigital Content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the contract , what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Definitions.In these conditions the following definitions apply:
(a) Consumer means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession;
(b) Digital Content means data which are to be supplied by us to you in digital form;
(c) Goods means any tangible moveable items to be supplied by us to you;
(d) Products means Digital Content, Goods or Services;
(e) Services means services to be supplied by us to you;
(f) Trader means a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.
1.4 If you are contracting with us as a Traderthen the following clauses do not apply: 8, 12.2, 12.3, 14
1.5 If you are contracting with us as a Consumer then the following clauses do not apply: 9, 11.2, 15, 16.2
- Information about us and how to contact us
2.1 Who we are. We are Undercover Entrepreneur Limited a company registered in England and Wales. Our company registration number is 5910006 and our registered office is at Tetley House, Marchington, Uttoxeter ST14 8LG. Our registered VAT number is 255908576.
2.2 How to contact us. You can contact us by telephoning our customer service team on 07961 288231 or by writingto us at [email protected] entrepreneur.com or Tetley House, Marchington, Uttoxeter, Staffordshire ST14 8LG.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address, postal address or social media account you provided to us in your order.
2.4 “Writing ” includes emails . When we use the words “writing” or “written” in these terms, this includes emails and messages through social media.
- Our contractwith you
3.1 How we will accept your order. Our acceptance of your order will take place when we email you or send you a message on social media to accept it, at which point a contract will come into existence between you and us. If the order is made over the telephone, our acceptance of your order will take place when we verbally confirm your order to you.
3.2 If we cannot accept your order. If we are unable to accept your order we will inform you in writing and will not charge you for the Product. This might be because the Product is out of stock, because of unexpected limits on our resources for which we could not reasonably plan, because we have identified an error in the price or description of the Product or because we are unable to meet a delivery deadline you have specified.
3.3 We are currently based in the UK. We reserve the right to reject any order received from outside the UK. Any customer making an order from outside the UK should make reasonable enquiries of local laws in advance to ensure that there is no local legislation that may prevent us satisfying the order.In the event that local laws prevent us from satisfying the order we accept no liability and the order shall be deemed cancelled.
- Our Products
4.1 Products may vary slightly from their pictures. The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the Product may vary from that shown in images on our website.
- Making changesto your order
If you wish to make a change to the Product you have ordered please contact us. We will let you know if the change is possible. If it is possible to make such change we will let you know if there is any change to the price of the Product, the timing of supply, or anything else which would be necessary as a result of your requested change, and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (if you are a Consumer see clause 8, or if you are a Trader see clause 9).
- Our rights to make changes
6.1 Minor changes to the Products.We may change the Product to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Product.
6.2 Updates to Digital Content . We may update or require you to update Digital Contentfollowing technical developments and advancements to our Digital Content, provided that the Digital Contentalways matches the general description of the content provided to you prior to your purchase.
- Providing the Products
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2 When we will provide the Products.
(a) Goods . We will deliver the Goods to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
(b) Services . We will begin the Serviceson the date agreed with you during the order process. The estimated completion date for the Servicesis as specified during the order process.
(c) One-off purchase of Digital Content . We will make the Digital Contentavailable for download by you as soon as we accept your order and receive payment.
(d) Ongoing Services or a subscription to receive Goods or Digital Content . We will supply the Products to you until either the Servicesare completed or the subscription expires (if applicable) or you end the contractas described in clause 8or clause 9, or we end the contractby written notice to you as described in clause 11.
7.3 We are not responsible for delays outside our control . If the supply of the Products is delayed by an event outside our controlthen we will contact you as soon as possible to let you know the circumstances and we will take steps to minimise the effect of the delay. Provided we provide such information in a timely manner we will not be liable for delays caused by the event. If there is a risk of substantial delay you may contact us to end the contractand receive a refund for any Products for which you have paid but not received.
7.4 If you are not at home or at your business premises when the Goods are delivered . If no one is available at your address to take delivery, and the Goods cannot be posted through your letterbox, the delivery provider will leave you a note informing you of how to rearrange delivery or collect the Goods from a local depot.
7.5 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect the Goods from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to make contact with you or re-arrange delivery or collection we will be entitled to terminate the contract and clause 11.4will apply.
7.6 If you do not allow us access to provide Services . If you do not allow us access to your property to perform the Servicesas agreed (and you do not have a goodreason for preventing such access) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to make contact with you or re-arrange access to your property we will be entitled to terminate the contractand clause 11.4will apply.
7.7 When you become responsible for the Goods. Goods will be your responsibility from the time we deliver the Goods to the address you gave us .
7.8 When you own Goods. You own Goods once we have received payment in full. Until then title in the Goods remains with us.
7.9 What will happen if you do not give required information to us . We may need certain information from you so that we can supply the Products to you, for example, business and personal profile information. We will contact you to ask for this information. If you do not give us this information within a reasonable time of a request, or if you give us incomplete or incorrect information, we may either terminate the contract (and clause 11.4will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for delay in the supply of the Products or for not supplying any part of them if the delay is caused by your failure to supply such information.
7.10 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product in order to:
(a) deal with technical problems or make minor technical changes;
(b) update the Product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Product as requested by you or notified by us to you (see clause 6).
7.11 Your rights if we suspend the supply of Products. We will contact you in advance to tell you if we have to suspend the supply of the Product, other than in an emergency. If we have to suspend the Product for longer than one week in any month we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract if we suspend the supply, or tell you we are going to suspend the supply, in each case for a period of more than one month and we will refund any sums you have paid in advance for the Product to cover the period during which you have not had the Service or the Product, subject to clause 8.7.
7.12 We may also suspend supply of the Products if you do not pay . If you do not pay us for the Products when you are supposed to (see clause 13.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the supply of the Products where you dispute the unpaid invoice (see clause 13.6). We will not charge you for the Products during the period of suspension. We will be entitled to charge you interest on all overdue payments (see clause 13.5).
- Your rights to end the contractas a Consumer
8.1 You can always end your contract with us if you are a Consumer . Your rights when you end the contractwill depend on what you have bought, whether there is anything wrong with the Product, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to have the Goods repaired or replaced or a Servicere-performed or for a refund of some or all of the price paid), see clause 12;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
(c) If you have just changed your mind about the Product, see clause 8.3. You may be eligible for a refund if you are within the cooling-off period, but such refund may be subject to deductions and you will have to pay the costs of return of any Goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
8.2 Ending the contract because of something we have done or are going to do . If you are ending a contractfor a reason set out at (a) to (d) below the contractwill end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
(b) there is a risk that supply of the Products may be significantly delayed because of events outside our control ;
(c) we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than one month; or
(d) you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013) . For most Products bought online you have a legal right to change your mind within 14 days and receive a full refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:
(a) Digital Content after you have started to download or stream the Digital Content;
(b) Services once they have been completed, even if the cancellation period is still running; and
(c) sealed audio or sealed video recordings or sealed computer software once the Products are opened.
8.5 How long do I have to change my mind?How long you have depends on what you have ordered and how it is delivered.
(a) Have you bought Services (for example, one to one coaching)? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed theServicesyou cannot change your mind, even if the period is still running (i.e. we have performed the Services within the cooling off period at your request). If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
(b) Have you bought Digital Content for download or streaming (for example, software or apps)? if so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the Digital Content to you immediately and you agreed to this when ordering, you will not have a right to change your mind.
(c) Have you bought Goods (for example, books or tickets)? , if so you have 14 days after the day you (or someone you nominate) receives the Goods, unless:
(i) we split your Goods into several deliveries over different days . In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the Goods.
(ii) your Goods are for regular delivery over a set period (for example membership subscription Goods) . In this case you have until 14 days after the day you (or someone you nominate) receive the first delivery of the Goods.
8.6 Ending the contract where we are not at fault and there is no right to change your mind . Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end thecontractbefore it is completed. AcontractforGoodsor Digital Contentis completed when the Product is delivered, downloaded or streamed and we have received payment in full. A contractfor Servicesis completed when we have finished providing the Servicesand we have received payment in full. If you want to end the contractin these circumstances, contact us to let us know. The contractwill not end until 30 days after the day on which you contact us. We will refund any advance payment you have made for Products which are not provided to you, subject to clause 8.7.
8.7 No refund if Products are paid for in advance at a discounted rate. If you take advantage of an offer to pay for a Product in advance at a rate that is lower than the cost to make regular monthly payments for the same Product then that advance payment is non-refundable in the event that you end the contract under either clause 7.11or 8.6.
- When you are entitled to end the contractas a Trader
9.1 If you are a Trader you may end the contractin certain circumstances. You may end the contractin the event of the following:
(a) we commit a material breach of the contractand such breach is not remediable;
(b) we commit a material breach of the contractwhich is not remedied within 14days of receiving written notice of such breach.
9.2 If you end the contractunder this clause 9it shall not affect any of our accrued rights and liabilities at any time up to the date of termination.
- How to end the contractwith us (including if you have changed your mind)
10.1 Tell us you want to end the contract . To end the contractwith us, please let us know by doing one of the following:
(a) phone or email. Call customer services on 07961 288231 or email us at [email protected] Please provide your name, home address, details of the order and, where available, your phone number and email address;
(b) by post. Print off the form at schedule 1 of this document and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received the Product and your name and address.
10.2 Ending a contractthat has been paid for using Paypal. If you have paid for a subscription Product by regular Paypalpayments then you need to cancel any ongoing payment directly withPaypalafter you have notified us that you wish to end the contract. We cannot cancel a scheduled Paypal payment on your behalf.
10.3 Returning Goods after ending the contract . If you end the contractfor any reason after Goods have been dispatched to you or you have received the Goods, you must return such Goods. You must either return the Goodsin person to the place of purchase or by mail to us atTetley House, Marchington, Uttoxeter, Staffordshire ST14 8LG. If you are exercising your right to change your mind you must return the Goodswithin 14 days of telling us you wish to end the contract.
10.4 When we will pay the costs of return. We will pay the costs of return:
(a) if the Goods are faulty or materially misdescribed;or
(b) if you are ending the contract because we have told you of an upcoming change to the Goods or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
10.5 How we will refund you. We will refund the price you paid for the Products , including delivery costs if applicable, by the method you used for payment. However, we may make deductions from the price as described below.
10.6 Deductions from refunds if you are exercising your right to change your mind . If you are exercising your right to change your mind:
(a) we may reduce the refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods if you have tampered with the Goods or damaged the Goods in any way by mishandling them. Ifwe refund the price paid before we are able to inspect the Goodsand later discover you have handled them in an unacceptable way, you must pay us an appropriate amount;
(b) the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For exa mple, if we offer delivery of Goods within 3-5 days at one cost but you choose to have the Goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option;
(c) in respect of a Service, we may deduct from any refund an amount for the supply of the Servicefor the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied in comparison with the full coverage of the contract.
10.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind:
(a) I n respect of Goods, your refund will be made within 14 days from the day on which we receive the Goods returned by you or, if earlier, the day on which you provide us with evidence that you have sent the Goods to us. For information about how to return Goods tous, see clause10.3;
(b) in all other cases, your refund will be made within 14 days of your telling us you have changed your mind .
- Our rights to end the contract
11.1 We may end the contract if you break the terms . We may end the contract for aProduct at any time by writingto you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us making a request, provide us with information that is necessary for us to provide the Products , for example, business and personal profile information;
(c) you do not, within a reasonable time, allow us access to your premises to supply the Services .
11.2 If you are a Trader, we may end the contract for additional reasons. We may end the contractby giving notice in writingin the event of any of the following:
(a) you commit a material breach of the contractand such breach is not remediable;
(b) you commit a material breach of the contractwhich is not remedied within 14days of receiving written notice of such breach;
(c) any consent, licence or authorisation held by you is revoked or modified such that you are no longer able to comply with your obligations under the contractor receive any benefit to which you are entitled ;
(d) you cease all or a significant part of your business, or indicate in any way that you intend to do so;
(e) you are unable to pay your business debts either within the meaning of section 123 of the Insolvency Act 1986 or if you reasonably believe that to be the case;
(f) your business becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(g) a receiver, manager, administrator or administrative receiver appointed over all or any part of your business’ undertaking, assets or income;
(h) there is a resolution passed for winding up your business;
(i) a petition is presented to any court for winding up your business or an application is made for an administration order, or any winding-up or administration order is made against your business;
(j) your business is subject to any procedure for the takingcontrolof its Goodsthat is not withdrawn or discharged within sevendays of that procedure being commenced;
(k) your business has a freezing order made against it;
(l) your business is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
(m) your business is subject to any events or circumstances analogous to those in clauses 11.2(d)to (l)in any jurisdiction .
11.3 Termination or expiry of the contractshall not affect any of our accrued rights and liabilities at any time up to the date of termination.
11.4 You must compensate us if you break the terms of the contract . If we end the contractin the situations set out in clause 11.1or 11.2we will refund any money you have paid in advance for Productswe have not yet provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the terms.
11.5 We may withdraw the Product. We may write to you to let you know that we are no longer going to provide the Product. We will let you know so far as possible one month in advance of our ceasing to supply the Productand will refund any sums you have paid in advance for Products which will not be provided.
- If there is a problem with the Product
12.1 How to tell us about problems. If you have any questions or complaints about the Product please contact us. You can telephone ourcustomer serviceteam at 07961 288231 or write to us [email protected]
12.2 Summary of your legal rights as a Consumer. We are under a legal duty to supply Products that conform with their description. See the box below for a summary of your key legal rights in relation to the Product. Nothing in these terms will affect your legal rights.
|Summary of your key legal rights as a Consumer
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your Product is Goods, for example a book, the Consumer Rights Act 2015 states that Goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Productyour legal rights entitle you to the following:
a) up to 30 days: if your Goods are faulty, then you are entitled an immediate refund;
b) up to six months: if your Goods can’t be repaired or replaced you are entitled to a full refund in most cases; and
c) up to six years: if your Goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 8.3.
If your Product is Digital Content , for example a mobile phone app or a subscription to an online service, the Consumer Rights Act 2015 states that Digital Content must be as described, fit for purpose and of satisfactory quality. Also:
a) if your Digital Content is faulty you are entitled to a repair or a replacement;
b) if the fault cannot be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you may be entitled to some or all of your money back; and
c) if you can show the fault has damaged your device and we have not used reasonable care and skill you may be entitled to a repair or compensation.
See also clause 8.3.
If your Product is Services , for example a one to one coaching session, the Consumer Rights Act 2015 states that:
a) you can ask us to repeat or fix a Service if it is not carried out with reasonable care and skill, or a partial refund if we cannot fix the problem;
b) if there is no fixed price agreed before the Services begin, what you are asked to pay must be reasonable in the circumstances; and
c) if you have not agreed a time beforehand, the Servicemust be carried out within a reasonable time.
See also ‘ Exercisingyour right to change your mind (Consumer Contracts Regulations 2013)’.
12.3 Your obligation to return rejected Products . If you wish to exercise your legal rights within the relevant time periods to reject Productsyou must post them back to us. We will pay the costs of postage in these circumstances. Please call customer serviceson 07961 288231 or email us at [email protected] .com .
- Price and payment
13.1 Where to find the price for the Product . The price of the Productwill be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the Productadvised to you is correct. However, please see clause 13.3for what happens if we discover an error in the price of the Productyou order.
13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Product we will adjust the rate of VAT that you pay, unless you have already paid for the Productin full before the change in the rate of VAT takes effect.
13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Product’scorrect price at your order date is less than our stated price, we will charge the lower amount. If the Product’scorrect price at your order date is higher than the price stated to you we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable, and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any Goodsprovided to you.
13.4 When you must pay and how you must pay. We accept payment with all major credit and debit cards, Paypal , or by bank transfer. When you must pay depends on whatProductyou are buying:
(a) for Goods , you must pay for the Goods before we dispatch them. We will not charge your credit or debit card until we dispatch the Goods toyou;
(b) for Digital Content , you must pay for theDigital Content before you download them;
(c) for Services , we will advise as to when payments must be made before you order.
Any deviation from this clause 13.4must be agreed in writingbetween us.
13.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. Such interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
13.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
- Our responsibility for loss or damage suffered by you as a Consumer
14.1 We are responsible to you for foreseeable loss and damage caused by us . If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the terms of this contract or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is clear to a reasonable person that it would happen or if, at the time the contractwas made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so . This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights as a Consumer in relation to the Products as summarised at clause 12.2; or for defective Productsunder the Consumer Protection Act 1987.
14.3 When we are liable for damage to your property. If we are providing Services in your property, we will make goodany damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
14.4 When we are liable for damage to your device or Digital Content . If defective Digital Content which we have supplied damages a device or Digital Contentbelonging to you, and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- Our responsibility for loss or damage suffered by you as a Trader
15.1 Indemnity and insurance . If you are contracting with us as a Trader:
(a) you will indemnify, and keep indemnified, us from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with a breach of any of your obligations under the contract ; and
(b) you will have in place contractsof insurance with reputable insurers incorporated in the United Kingdom to cover your obligations under the contract between us. On request, you will supply, so far as is reasonable, evidence of such insurance and all relevant terms from time to time applicable.
15.2 Limitation of liability . If you are contracting with us as a Trader our liability under or in connection with the contract (regardless of whether such liability arises in tort, contractor in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause15.2:
(a) subject to clauses 15.2(c)and (d), we shall not be liable for consequential, indirect or special losses;
(b) subject to clauses 15.2(c)and (d), we shall not be liable for any of the following (whether direct or indirect):
(i) loss of profit;
(ii) loss or corruption of data;
(iii) loss of use;
(iv) loss of production;
(v) loss of contract;
(vi) loss of opportunity;
(vii) loss of savings, discount or rebate (whether actual or anticipated); and
(viii) harm to reputation or loss of goodwill ;
(c) the limitations of liability set out in clauses 15.2(a)and (b)shall not apply in respect of any indemnities given under thecontract between us; and
(d) notwithstanding any other provision of the contract, the liability of the parties shall not be limited in any way in respect of the following:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) any other losses which cannot be excluded or limited by applicable law;and
(iv) any losses caused by wilful misconduct.
- How we may use your personal information
16.2 If you are a Trader we may need to process the personal information of others on your behalf to provide some of the Products. In this case the provisions of Schedule 2will apply.
- Other important terms
17.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
17.2 You need our consent to transfer your rights to someone else . You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing .
17.3 Nobody else has any rights under this contract . This contractis between you and us and only you and us may enforce the terms of this contract, subject to and in accordance with the terms of this contractand the provisions of the Contracts (Rights of Third Parties) Act 1999 (provided that such rights may not be assigned, and that we may by agreement rescind or vary the terms of this contractwithout the consent of any other person). No other party has the right to enforce any terms of this contract(although this does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999). Neither of us will need the agreement of any other person in order to end the contractor make any changes to these terms.
17.4 If a court finds part of this contract illegal, the rest will continue in force . Each of the clauses of the contractoperates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
17.5 Even if we delay in enforcing this contract we can still enforce it later . If we do not insist immediately that you do anything you are required to do under the contract, or if we delay in taking steps against you in respect of your breaking the terms, this will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Productswe can still require you to make the payment at a later date.
17.6 Which law applies to this contract and where you may bring legal proceedings . The contractis governed by the law of England and Wales. If you are a Trader 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, its subject matter or formation.
(Complete and return this form only if you wish to withdraw from the contract)
To Undercover Entrepreneur Limited, Tetley House, Marchington, Uttoxeter, Staffordshire ST14 8LG or [email protected] .com
I/We [*] hereby give notice that I/We [*] cancel my/our [*]contractof sale of the following goods[*]/for the supply of the following service[*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s)(only if this form is notified on paper),
[*] Deleteas appropriate
© Crowncopyright 2013.
Schedule 2 Processing Personal Data
- Definitions. The following definitions apply to this Schedule 2:
|Affiliate||means any entity that directly or indirectly Controls, is controlled by or is under common Control with, another entity;|
|Contract||means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverablesincorporating these conditions and the order;|
|Control||means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;|
|Controller||shall have the meaning given in applicable Data Protection Lawsfrom time to time;|
|Customer||means the business contracting with the Supplier;|
|Data Protection Laws||means, as binding on either party or the Services:(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
|Data Subject||shall have the meaning in applicable Data Protection Lawsfrom time to time;|
|Deliverables||means the goods, services or digital content to be supplied by the Supplier to the Customer;|
|GDPR||means the General Data Protection Regulation , Regulation (EU) 2016/679;|
|International Organisation||has the meaning given in the applicable Data Protection Lawsfrom time to time;|
|Personal Data||has the meaning given in the applicable Data Protection Lawsfrom time to time;|
|processing||has the meaning given to it in applicable Data Protection Lawsfrom time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);|
|Processor||has the meaning given to it in applicable Data Protection Lawsfrom time to time;|
|Protected Data||means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;|
|Sub-Processor||means any agent, subcontractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processingactivities on behalf of the Customer in respect of the Protected Data;|
|Supplier||means Undercover Entrepreneur Limited (CRN: 05910006) of Tetley House, Marchington, Uttoxeter ST14 8LG;;|
|Supplier Personnel||all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and|
- Processing of Personal Data
2.1 The parties agree that the Customer is the Controllerand that the Supplier is a Processorfor the purposes of processingProtected Datapursuant to the Contract. The Customer shall at all times comply with all Data Protection Lawsin connection with the processingof Protected Data. The Customer shall ensure all instructions given by it to the Supplierin respect of Protected Data(including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.
2.2 The Supplier shall processProtected Datain compliance with the obligations placed on it under Data Protection Lawsand the terms of the Contract.
2.3 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this paragraph 2.
2.4 The Supplier shall:
(a) onlyprocess(and shall ensure Supplier Personnelonly process) the Protected Datain accordance with this schedule and the Contract (and not otherwise unless alternative processinginstructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
(b) without prejudice to clause2.1, if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Lawsit shall promptly inform the Customer and be entitled to cease to provide the relevant Servicesuntil the parties have agreed appropriate amended instructions which are not infringing.
2.5 Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain the technical and organisational measures set out in Part 3of this schedule to protect the Protected Dataagainst accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
2.6 The Supplier shall:
(a) not permit any processingof Protected Databy any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the priorwritten authorisation of the Customer;
(b) prior to the relevant Sub-Processorcarrying out any processingactivities in respect of the Protected Data, appoint each Sub-Processorunder a written contractcontaining materially the same obligations as under this paragraph 2that is enforceable by the Supplier and ensure each such Sub-Processorcomplies with all such obligations;
(c) remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processoras if they were its own; and
(d) ensure that all persons authorised by the Supplier or any Sub-Processorto processProtected Dataare subject to a binding written contractual obligation to keep the Protected Dataconfidential.
2.7 The Supplier shall (at the Customer’s cost):
(a) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR(and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processingand the information available to the Supplier; and
(b) taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter IIIof the GDPR(and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
2.8 The Supplier shall not processand/or transfer, or otherwise directly or indirectly disclose, any Protected Datain or to countries outside the United Kingdomor to anyInternational Organisationwithout the prior written consent of the Customer.
2.9 The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or controlas is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this paragraph 2and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR(and under any equivalent Data Protection Lawsequivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of oneaudit request in any 12 month period under this paragraph 2.9).
2.10 On the end of the provision of the Servicesrelating to the processingof Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Datato the Customer or securely dispose of the Protected Data(and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This paragraph 2.10shall survive termination or expiry of the Contract.
Data processing details
Processingof the Protected Databy the Supplier under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of personal dataand categories of Data Subjectsas agreed between the Supplier and the Controller and documented prior to the processing activities.
Technical and organisational security measures
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processingof the Protected Datato be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Datatransmitted, stored or otherwise processed, the Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a)to32(1)(d)(inclusive) of the GDPR.