By placing an order with RNT Solutions LTD, You confirm that You are in agreement with and bound by the terms and conditions below:
IT IS AGREED:
2 Definitions and interpretation
2.1 Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
“Acceptance Tests”
means the mutually agreed tests in accordance with this Agreement to assess whether the Website conforms to the Specification;
“Agreement Period”
means the period that RNT Solutions will provide the service. This will be a continuous Service until the Customer decides to terminate. This will commence after the Acceptance Tests have been agreed
“Confidential Information”
means any and all Confidential Information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any Associate, person, firm, or organisation associated with that party;
“Content”
means all text, graphics, images, sound, data, software, and materials used in the Website;
“Contingency Payment”
means where an annual payment type has been agreed, a further 25% of the agreed totalling the payments made by the customer to 50% of the agreed Project Fee
Where a Monthly payment type has been agreed, a further 2 months Fees of the agreed totalling the payments made by the customer to 4months of the agreed Project Fee
“Customer”
means the person, persons or business who the Services will be provided to
“Customer Assistance”
means any request to perform a change or enhancement to the Website or any advice given
“Customer Content”
means any Content provided or made available by Customer;
“Data Controller”
has the meaning given to it by GDPR;
“Data Processor”
has the meaning given to it by GDPR;
“Data Sharing Appendix”
the information appended to, or included in, the Order setting out the nature and the purpose of Processing under this Agreement;
“Data Subject”
has the meaning given to it by GDPR;
“Data Protection Laws”
in relation to any Personal Data which is Processed in the performance of this Agreement, the Data Protection Act 1998, EU Data Protection Directive 95 / 46 / EC, the General Data Protection Regulation (EU 2016/679) (“GDPR”), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority;
“Fee” or “Fees”
means the Fees payable and other amounts payable under this Agreement for the Website and the Services, as set out in the Project Documents;
“Force Majeure”
means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
“Hosting Company”
means Unlimited Web Hosting UK Limited, a company registered in England and Wales under company number 06786340 and with registered office at The Copper Room, Deva Centre, Trinity Way, Manchester, M3 7BG.
“Hourly Rate”
means the rate agreed as part of the quote provided by RNT Solutions LTD
“Initial Payment”
means where an annual payment type has been agreed, 25% of the agreed quotation Fee.
Where a Monthly payment type has been agreed, the first 2 months Fees of the agreed quotation Fee
“Intellectual Property Rights”
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, mask works, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
“Personal Data”
has the meaning given to it by GDPR, and relates only to personal data, or any part of such personal data, of which you are the Data Controller and in relation to which we are the Data Processor and providing services under this Agreement;
“Personal Data Breach”
has the meaning given to it by GDPR;
“Process” and Processing
has the meaning given to it by GDPR;
“Project”
means the Project for the design and development of a Website for Customer in accordance with the Project Documents
“Project Documents”
means the agreed documents for the scope of the Project. These consist of the quote and Specification from the schedule (15)
“Services”
means the Services to be provided by RNT Solutions LTD under this Agreement, as detailed in the Project Documents
“Specification”
means the Specification for the Website agreed between the parties and set out in Project Documents (or as otherwise agreed);
“Special Categories of Personal Data”
those categories of data listed in Article 9(1) GDPR;
“Supervisory Authority”
means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws;
“Supplier”
means RNT SOLUTIONS LTD a company incorporated in England and Wales whose registered number is 12507667 and whose registered office is at 245 Breedon Street, Long Eaton, United Kingdom, NG10 4EX
“Supplier Content”
means any Content developed by RNT SOLUTIONS LTD either before or during the term of this Agreement that is included in the Website;
“Third Party Content” means any Content owned or licensed by a third party either before or during the term of this Agreement, as detailed in the Specification;
“We”
means RNT SOLUTIONS LTD a company incorporated in England and Wales whose registered number is 12507667 and whose registered office is at 245 Breedon Street, Long Eaton, United Kingdom, NG10 4EX
“Website”
means the Website identified as ‘the Website’ in Project Documents to this Agreement
“You” or “Your”
means the person, persons or business who the Services will be provided to
2.2 In this Agreement:
2.2.1 a reference to this Agreement includes its schedules;
2.2.2 the table of Contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
2.2.3 a reference to a ‘party’ includes that party’s successors and permitted assigns;
2.2.4 words in the singular include the plural and vice versa;
2.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
2.2.6 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
2.2.7 a reference to legislation is a reference to that as amended, extended, re-enacted or consolidated from time to time;
2.2.8 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
3 Refunds
3.1 RNT Solutions LTD will carry out work only where an agreement is provided online or by email with the following refund policy:
3.1.1 Full refund: In cases where the Project has not been started, or We are unable to meet the initially agreed requirements within the stated timescale, We will provide a full refund.
3.1.2 No refunds: If the Website has been approved and completed no refund is payable
4 Services
4.1 We will provide the Services outlined in the detailed quote. Receipt of the Initial Payment will be confirmation that the Services have been agreed
5 Customer Obligations
5.1 Provide accurate and complete Customer Content to Supplier at the time and in the format required by the Specification to enable us to develop the Website and to provide the Services;
5.2 Respond promptly from time to time to the reasonable requests of Supplier for relevant information, instructions and assistance, including reasonable access to and cooperation by Customer personnel, to ensure the successful completion of the Project.
5.3 We will have and maintain Insurances throughout the term of the agreement
6 INTELLECTUAL PROPERTY RIGHTS
6.1 Supplier may use a similar Website layout for use on other customer Websites
6.2 Subject to the foregoing, Supplier shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with the Website or otherwise in connection with this Agreement provided always that such skills, techniques or know-how do not infringe the other party’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the other party’s Confidential Information.
7 INTELLECTUAL PROPERTY RIGHTS INDEMNITY
7.1 Customer shall indemnify and keep indemnified, and hold harmless, Supplier against all claims, losses damages, costs and expenses incurred by Supplier as a result of or in connection with any action, demand or claim that use or possession of any Customer Content infringes the Intellectual Property Rights of any third party.
8 LIMITS ON LIABILITY
8.1 We expressing exclude liability for indirect and consequential loss
8.2 Subject to the following subclauses, in no event shall the aggregate liability of Supplier (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Agreement exceed Supplier Insurance Levels respect of any one claim or series of related claims
8.3 The parties agree that the limitations on liability in this Agreement are fundamental to the Agreement and are reasonable given their respective commercial positions and ability to purchase relevant insurance in respect of risks under this Agreement.
8.4 Notwithstanding the above Supplier excludes or limits any liability for:
8.4.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
8.4.2 fraud or fraudulent misrepresentation; or
8.4.3 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
8.4.4 any other liability to the extent the same cannot be excluded or limited by law.
9 FORCE MAJEURE
9.1 A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:
9.1.1 promptly notifies the other of the Force Majeure event and its expected duration, and
9.1.2 uses reasonable endeavours to minimise the effects of that event.
9.2 If, due to Force Majeure, a party:
9.2.1 is unable to perform a material obligation, or
9.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days,
the other party may, within a further ten days terminate this Agreement on notice, otherwise this Agreement shall continue in full force and effect.
10 Website Design
10.1.1 The Website will be developed as the agreed Project Documents
10.1.2 The customer will have the option to include SEO features as part of the Website design. Should the customer decide not to have the Website optimised, We will not be bound to develop a Website with optimised Website features These include but are not limited to ssl certificates and key word title headings unless explicitly requested and agreed in the design Specification
10.1.3 We expressing exclude discernment’s for any 3rd party apps and plugins that we may use to design the website
11 Site Administration
11.1.1 The Customer should not make any changes to the source code of the website. Should the customer choose the option of having administrative rights to their Website the customer will be able to make changes to their own site and amend Content, RNT Solutions LTD does not accept responsibility for any changes that You make to Your site.
11.1.2 All text and images submitted must be free of copyright. RNT Solutions LTD accepts no responsibility for any infringement of copyright law arising from any text or images used on Your site. Text needs to be sent in a format that allows us to copy and paste, keeping the existing formatting in place.
11.1.3 We may include plugins on Your Website to improve the overall user experience on Your site. These include but are not limited to contact forms, image slideshows, videos and maps. As these are third party apps hosted by another supplier, We cannot accept responsibility for any loss of service or malfunction that may occur. Each third party reserves the right to alter or remove their service and or charge Fees if certain usage limits are reached. Customers will be notified in such event and would be able to decide whether to continue with the service or to find an alternative provider.
11.1.4 We reserve the right to include a screenshot of, and link to Your completed Website on the portfolio page of our Website, review Websites, and on any of our social media accounts.
11.1.5 We reserve the right to include a Supplier icon in the footer or reasonable place or Your Website for advertising to our own company.
11.1.6 All sites can be viewed on laptops, PC’s, tablets and mobile devices running the latest versions of Internet Explorer, Mozilla Firefox, Google Chrome and Safari.
11.1.7 We will not be responsible for any glitches with the internet browsers should a feature or function not work in only one browser although, We will do our utmost to resolve or remedy the situation
11.1.8 Your hosting period begins once the Acceptance Tests have been approved. If You do not make Your payments on time the hosting will expire and Your site will no longer be live. Once hosting has expired, it will be possible to reinstate Your Website for a period of 7 days, after 7 days Your site will be permanently deleted. RNT Solutions LTD excludes liability for any loss of profit caused to the customer by the expiration of the hosting as a result of the customer’s failure to renew their Services.
11.2 Domain Registration
11.2.1 All domain names will be registered in the customer’s name and as such, the domain name belongs to the client, not to RNT Solutions LTD. The domain will be registered for 1 year. If the renewal is included within the web hosting Fee, the domain renewal Fee should not exceed £15. If the renewal Fee exceeds the £15 limit, We reserve the right to invoice the customer domain renewal Fee minus the agreed £15 limit
11.2.2 If the domain registration is with the customer and the customer does not renew the Services, the domain will expire and will be available for general sale. No cash alternative is available for customers who purchase their own domain name. Should the domain be resold, RNT Solutions LTD will not be liable for the Website not working. In that event We may assist with setting up a new domain and pointing the new domain to our hosting but this will be chargeable by the agreed Hourly Rate.
11.2.3 RNT Solutions LTD excludes liability for any loss of profit caused to the customer by the expiration of the domain name as a result of a technical fault or any other fault caused by the Hosting Company or any third party.
11.3 Storage
11.3.1 All sites are limited to a total of 1GB of data storage. Should You use more than 1GB of storage We will request for You to either pay an additional hosting Fee of £10pm per GB or delete enough files to bring Your total storage back down below 1GB.
11.3.2 All Mailboxes are limited to a total of 1GB of data storage. Should You use more than 1GB of storage We will request for You to either pay an additional hosting Fee of £10pm per GB or delete enough files to bring Your total storage back down below 1GB.
12 SEO
12.1.1 Due to external factors We cannot offer any guarantees regarding the search engine position We will achieve for Websites. We cannot accept liability for any change in rankings, or drop off in the position of Your Website due to changes in the algorithms of the search engines or the factors that they use to rank Websites
12.1.2 The customer understands the time it takes for rankings to be achieved and this can be subject due to changes in the algorithms of the search engines or the factors that they use to rank Websites
12.1.3 The customer understands that although the correct Website optimization techniques have been applied, there are no guarantees that the Website will rank high as this may be hindered by adverts and other external factors
12.1.4 The customer reserves the right to seek external or third party SEO advice, should that require administrative access RNT Solutions LTD will not be liable for any changes made (See Point 10.1)
13 Hosting
Websites created by RNT Solutions LTD are fully hosted by RNT Solutions LTD unless otherwise agreed. Hosting cannot be transferred until the full payment of the Project has been received.
13.1.1 Should an agreement for the hosting to remain with another host, We will be clear of the limitations and are not bound to provide a service that hasn’t been agreed
13.1.2 We provide Customer Assistance for up to 1 hour per month. Should the customer require more than the allotted 1 hour, We reserve the right to charge the customer at the Hourly Rate for all hours accumulated after the initial Customer Assistance period.
13.1.3 Should the customer not want to host with us, We are not obligated to provide any Customer Assistance. We reserve the right to charge the customer at the Hourly Rate for any Customer Assistance provided
13.1.4 The customer is happy knowing RNT Solutions has access to the backend database, files and mailbox.
13.1.5 Should the customer want to restrict the backend access, the customer will be responsible and maintain the login details only granting access to RNT solutions on the customer’s request
13.1.6 The customer understands that We rent the server space from the Hosting Company, should there be an issue due to the hosting companies server availability, We will be liaising with the Hosting Company to resolve the issue. We will do our utmost to work with and resolve the issue with the Hosting Company. With such event, the customer understands that the liability lies with the Hosting Company and will be subject to the hosting companies’ terms and conditions
13.2 Host Migration
13.2.1 RNT Solutions will provide all of the relevant login and access to the backend of the Website to allow You to migrate to a new host
13.2.2 RNT Solutions will not be responsible for migrating the Website to host using another Website design platform other than WordPress
13.2.3 Should You choose to transfer the hosting of the Website, RNT Solutions LTD cannot accept liability for losses caused by the unavailability, malfunction or interruption of either service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
13.2.4 Should You choose to host Your WordPress Website on Your own hosting service it is Your responsibility to transfer the site from our domain. You will be provided with the necessary FTP and database login details to access and transfer the design and Content from our domain. We advise You to seek support from Your Hosting Company to facilitate the transfer.
13.2.5 RNT Solutions may charge the agreed Hourly Rate for assisting with the migration, should You decide to transfer the hosting during the duration of the agreement
14 Payment Schedule
14.1.1 The customer will make an Initial Payment, once the quote has been received as time is of the essence.
14.1.2 RNT Solutions will not start the work until the Initial Payment has been received
14.1.3 There will be a cooling period of 14 days from the Initial Payment. During the cooling period, the customer reserves the right to cancel and receive a full refund except where the Customer has confirmed We can start to provide the Service. Should the customer decide to cancel after the cooling period RNT Solutions reserves the right to keep 100% of the Initial Payment
14.1.4 The customer will a Contingency Payment after the Agreed the Specification phase (Schedule 15.4). The customer will have 10 days from the date of the invoice to pay the Fee in order for RNT Solutions to continue with the Project as time is of the essence. Should the customer fail to pay within the 10-day period, We reserve the right to terminate the Project and retain the Initial Payment Fee
14.1.5 Should the customer decide to cancel after the Agreed the Specification phase (Schedule 15.4), We reserve the right to retain up to 100% of any payments received
14.1.6 Once the Acceptance Testing phase has been passed. The customer has 10 days from the date of the invoice to pay the remainder of the agreed amount as time is of the essence. Should the customer fail to pay within the 10-day period, We reserve the right to terminate the Project and retain up to 100% of any payments received
14.1.7 If the final payment has not been received within 3 months of the original order, being placed RNT Solutions LTD reserve the right to cancel this agreement without notice. All design work carried out will be permanently deleted from our hosting platform and no refund will be payable. Any domains or email accounts that may have been registered will also be cancelled and no refund will be payable.
14.1.8 For customers who have signed up to a monthly payment term. Once the Website is live, the customer will not be expected to pay for the first 4 months of service.
14.1.9 The customer can choose to be billed monthly by invoice or set up a standing order to send the payments automatically. This will be agreed in the Quotation Phase (Schedule 15.1)
14.1.10 The customer is happy for us to automatically initiate a renewal and for the agreed terms to carry on for until the Customer expresses the wish to cancel the Agreement Period. WE will send out an invoice for the Services with the same payment type as the previous invoice.
14.1.11 Should the customer not want to automatically renew they will need to state this via email. The customer has up until a month prior to the renewal date to state this
14.1.12 Should the customer fail to notify us that they do not wish to renew and the renew period commences the customer will be charged 1 month’s Fee (Pro-rata for annual payment terms)
We will notify the customer and ask for renewal confirmation 1 month before the renewal date
15 Schedule
15.1 Quotation and Project Initiation
15.1.1 We agree the Services that will be provided, the main key functions of the Website will be defined to ensure that We can provide a cost
15.2 Gather the Initial Content
15.2.1 The customer will provide the initial Content such as the domain details, the theme and the number of pages functions and their functions
15.3 Mock-up Design
15.3.1 We will design a mock-up of the Website including the layout for all of the pages and documenting any agreed functions on the page
15.3.2 We will demonstrate the setup of the Services outlined in the Quote to the customer
15.4 Agree the Specification
15.4.1 The customer will review the layout and functions documented and agree the Website Specification
15.5 Finalise Website Development
15.5.1 We will finalise the Website to the agreed Specification making this ready to go live
15.6 Acceptance Testing
15.6.1 The customer will review the Website and agree that the Website is ready to go live. The customer will have 10 days from the email notification making them aware that the Website is ready for testing unless agreed otherwise
16 Declarations
16.1.1 RNT Solutions will remain transparent and provide Feedback and progress updates throughout the Project keeping the communication changes open ad easy. RNT will do the utmost to fulfil the Services outlined in the Quote and Specification documents
17 Our Rights
17.1.1 RNT Solutions LTD reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or controversial. We also reserve the right to refuse to handle any site found to be involved in any black hat search engine optimisation techniques. Should any of these situations arise We reserve the right to terminate Your web hosting service without notice and You would not be due a refund.
17.1.2 We reserve the right to terminate the agreement should the Customer become bankrupt or the Customer becomes insolvent
17.1.3 We reserve the right to suspend the contract for any Late payments
17.1.4 We reserve the right to charge interest on any late payment at 2% above the Bank of England’s base Rate
17.1.5 We reserve the right to increase our Fees on an annually basis inline with RPI or CPI
17.1.6 We reserve the right to amend the Terms and Conditions at any time.
18. DATA PROTECTION
18.1 Data Controller and Data Processor: The Parties acknowledge that, for the purposes of Data Protection Laws, we are an independent Data Controller with respect to the processing of billing, utilisation, usage/patterns/counts/statistics, traffic data and other account related information related to you (to the extent it is Personal Data) which is necessary for us to perform of our obligations under the Agreement, or with respect to any Personal Data held for general business purposes. To the extent that we Process Personal Data on your behalf under this Agreement, the Parties acknowledge that, for the purposes of Data Protection Laws, you are the Data Controller and we are the Data Processor of any Personal Data. The nature and purpose of Processing is set out in our Privacy Policy, as may be updated by us from time to time at our reasonable discretion.
18.2 Registrations and notifications: Each Party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of the obligations under this Agreement.
18.3 Legal compliance: Each Party confirms that, in the performance of this Agreement, it will comply with Data Protection Laws.
18.4 Our obligations: We will:
18.4.1 Process Personal Data only on documented instructions from you, unless required to do so by Data Protection Laws or any other applicable law to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits us to so inform you;
18.4.2 ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
18.4.3 take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing;
18.4.4 subject to Clause 18.12 and Clause 18.13, not commission any subcontractor in respect of Processing Personal Data without your prior written consent (such consent not to be unreasonably withheld or delayed), and ensure that any such subcontractor we commission complies with the provisions of this Clause 11 as if it was a Party;
18.4.5 taking into account the nature of the Processing, assist you by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Laws, to the extent that such requests relate to this Agreement and our obligations under it;
18.4.6 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing the Personal Data and the information available to us;
18.4.7 at your option, delete (to the extent practicable) or return all the Personal Data to you after termination of this Agreement or otherwise on your request, and delete existing copies (to the extent practicable) unless applicable law requires our ongoing storage of the Personal Data;
18.4.8 make available to you all information necessary to demonstrate our compliance with this Clause 18.4, and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and
18.4.9 inform you immediately if, in our opinion, an instruction from you infringes (or, if acted upon, might cause the infringement of) Data Protection Laws.
18.5 Notification of Personal Data Breaches: Each Party will notify the other Party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either Party’s obligations under this Agreement.
18.6 Impact assessments: You shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Laws. We will provide you with reasonable assistance, where necessary and upon your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
18.7 Data protection principles: It is your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.
18.8 Your obligations: You shall ensure that:
18.8.1 You are able to justify the Processing of Personal Data in accordance with Article 6(1) of the GDPR (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that you have recorded or documented this in accordance with the record keeping requirements of the GDPR;
18.8.2 where Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the GDPR applies to that Personal Data before Processing takes place;
18.8.3 where Article 9(2) of the GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to us; and
18.8.4 you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
18.9 Our responsibility for compliance: In the event that we:
18.9.1 comply with your instructions in respect of Processing, we shall not have any Liability (subject to Clause 18.3 or Clause 19.3 (as applicable)) for any damage caused by Processing that Personal Data, or for any consequences in the event that such Processing otherwise infringes Data Protection Laws, to the extent that such damage or consequences result from our compliance with such instructions; and/or
18.9.2 refuse to comply with your instructions in respect of Processing due to concerns that compliance will cause a breach of Data Protection Laws, we shall not have any Liability (subject to Clause 18.3 or Clause 19.3 (as applicable)) for any failure to follow such instructions.
18.10 Indemnity: If you are a Business Customer, you agree to indemnify us, and keep us indemnified and defend us at your own expense, against all costs, claims, damages or expenses incurred by us or for which we may become liable, due to any failure by you or your employees or agents to comply with this Clause 18.
18.11 Privacy Policy and Cookies Policy: Please see our Privacy Policy and Cookies Policy which forms part of these General Terms.