Terms and conditions
Sale and Purchase Terms and Conditions
Section A: General Terms and Conditions of Sale and Purchase
The General Terms and Conditions of Sale and Purchase in this Part 2, Section A (together with our Website Terms and Conditions (see Part 1) and the Terms and Conditions for Publications (see Part 2, Section B below) and/or Terms and Conditions for Services (see Part 2, Section C below) (as applicable) provides information about us and the terms and conditions on which we sell any of the publications (“Publication(s)”) and/or provide any of the events products (“Events”) and/or training products (“Training”) (collectively referred to as “Services”), listed on the BRCGS Website (our site).
We amend these terms and conditions from time to time as set out in clause 6. Every time you wish to order Publications and/or Services, please check these terms and conditions to ensure you understand the terms and conditions which will apply at that time.
1.1 “Agreement” means these terms and conditions as applicable to the sale and purchase of Publications and/or the supply of Services; “Customer” means the company, organisation or individual which purchases the Publication and/or Services; “BRCGS” means BRC Trading Limited (company number: 04281617 ); “Order Confirmation” means confirmation of the Publications and/or Services ordered by the Customer through the BRCGS Website; and “Personnel” means any officers, employees, agents or sub-contractors.
1.2 The Agreement between the parties shall be on the terms and conditions set out below, whether or not the same are endorsed upon, delivered with or referred to in the Order Confirmation.
2. INFORMATION ABOUT US
2.1 BRCGS operates the BRCGS Website and is the authorised seller of the Publications and Services.
2.2 Contacting us. You may contact us by emailing our customer service team at firstname.lastname@example.org (for Publications queries), email@example.com (for Training queries) or firstname.lastname@example.org (for Events queries). If you wish to give us formal notice of any matter in accordance with these terms and conditions, please see clause 13.2.
3. USE OF OUR SITE
Your use of our site is governed by the Website Terms and Conditions. Please take the time to read these, as they include important terms which apply to you.
4. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information in accordance with our Privacy Notice. Please take the time to read our Privacy Notice, as it includes important terms which apply to you. You can read the Privacy Notice HERE.
5. HOW THE AGREEMENT IS FORMED BETWEEN YOU AND US
5.1 Our shopping pages will guide you through the steps you need to take to register for a My Account to be set up on our site in order to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each stage of the order process.
5.2 After you place an order, you will be directed to the Sagepay payment gateway website in order to make payment. The Agreement between us will be formed when you have received confirmation that payment has been received by us in full.
5.3 Upon receipt of payment, you will receive an email confirmation of your order following which you will be directed back to your My Account section on our site from which any orders can be viewed.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We amend these terms and conditions from time to time. Please look at the top of this page to see when these terms and conditions were last updated and which terms and conditions were changed.
6.2 Every time you place an order the relevant terms and conditions in force at the time of your order will apply to the Agreement between you and us.
7. COMMUNICATIONS BETWEEN US
7.1 When we refer, in these terms and conditions, to "in writing", this will include e-mail.
(a) Any notice or other communication given by you to us, or by us to you, under or in connection with the Agreement shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail (email@example.com).
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by e-mail (firstname.lastname@example.org), one business day after transmission.
(c) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8. Intellectual Property Unless otherwise specified, the ownership of any and all rights in and to any copyright, patents, designs, conceptual solutions, analyses, processes, inventions, software, databases, know-how, confidential information, any other rights in intellectual property (whether registered or unregistered) or otherwise (“IP”), other than third party rights, contained in Publications, training materials and/or arising as a result of BRCGS providing the Services (“BRCGS IP”), shall remain vested in BRCGS. BRCGS grants the Customer a non-exclusive non-transferable licence to use the BRCGS IP solely in accordance with this Agreement.
Section B: Terms and Conditions for Publications
This Part 2, Section B should be read together with our Website Terms and Conditions (see Part 1) and the General Terms and Conditions of Sale and Purchase (see Part 2, Section A above). In case of any inconsistency and/or discrepancy with the terms and conditions set out in Part 2, Section A, in so far as the relevant transaction relates to the purchase of Publications, the terms and conditions set out in this Part 2, Section B shall take precedence.
These terms and conditions will apply to any Agreement between us for the sale of a Publication to you pursuant to orders on the BRCGS Website on the assumption that you are contracting as business and not as a consumer as defined in the Consumer Contracts (information, cancellation and additional charges) Regulations 2013 or any other applicable consumer legislation. If this is not the case, you should let us know and we will provide you with our terms and conditions for the sale of a publication to consumers.
Please read these terms and conditions carefully and make sure that you understand them, before ordering any Publication from us. Please note that before placing an order you will be asked to agree to these terms and conditions. If you refuse to accept these terms and conditions, you will not be able to order any Publication from us.
1. RIGHT OF CANCELLATION AND RETURN
1.1 Subject to clauses 1.2 and 1.3, if you choose to cancel your order, you may do so within 14 days from when you made your order without giving any reason and/or by following our returns policy set out in Appendix 2 below.
1.2 To cancel your order, you must inform us of your decision via email to email@example.com before the 14 day period has expired. If the goods have already been dispatched or delivered, you will need to observe our returns policy set out in Appendix 2 below.
1.3 Please note that sales of unlocked PDFs once delivered to your My Downloads section of your account are non-returnable and non-refundable. Hence, we caution you to be careful when making an order for an unlocked PDF.
2. RESTRICTIONS ON USE
2.1 You will not, without our prior written consent, resell, loan or part with possession of a Publication (or any part of it), or use the content of a Publication for commercial benefit or exploitation.
2.2 If you purchase the Publication in a PDF format it will be on the basis that it is being licensed to a sole named user who is permitted to install a single electronic copy of it for use on a single computer. Such user may print off a single hard copy. Further reproduction of the single printed copy is not permitted.
2.3 If you purchase a hard copy of the publication then you may not make an additional copy in any format, electronic or otherwise.
2.4 Copyright subsists in the Publication. Except as permitted under the Copyright, Designs and Patents Act 1988 and under this clause 2, you may not reproduce the Publication in whole or in part without our prior written permission.
3.1 We will deliver the Publication to you within the timescale indicated in your My Account. Occasionally our delivery to you may be affected by an event outside our control. See clause 8 for our responsibilities when this happens.
3.2 Delivery of an order shall be completed when we deliver the Publication to the address you have provided and the Publication will be your responsibility from that time.
3.3 Subject to clause 2 above, you own the Publication once we have received payment in full, including all applicable delivery charges.
4. INTERNATIONAL DELIVERY
4.1 We do deliver to most countries, however, there may be some countries we do not deliver to as they may have import restrictions so please check with local customs before ordering any Publication.
4.2 If you order any Publication from our site for delivery to one of the international delivery destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
4.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
4.4 You must comply with all applicable laws and regulations of the country for which the Publication are destined. We will not be liable or responsible if you break any such law.
5. PRICE OF PUBLICATION AND DELIVERY CHARGES
See Appendix 1 below for our delivery charges.
5.1 The price of Publication will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Publications are correct at the time when the relevant information was entered onto the system.
5.2 Prices for our Publications may change from time to time, but changes will not affect any order you have already placed.
5.3 The price of a product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Publications in full before the change in VAT takes effect.
5.4 The price of a product does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our delivery charges page.
6. HOW TO PAY
6.1 You can only pay for a Publication using a debit card or credit card. The Sagepay service we use determines the type of credit or debit cards accepted.
6.2 Payment for a Publication and all applicable delivery charges is in advance.
7. WARRANTIES AND LIABILITY
7.1 We only supply Publication for internal use by your business, and you agree not to use the product for any resale purposes.
7.2 Nothing in these terms and conditions limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms and conditions implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
7.3 Subject to clause 7.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; or
(f) any indirect or consequential loss.
7.4 Subject to clause 7.2, our total aggregate liability to you in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Publications and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto.
7.5 Except as expressly stated in these terms and conditions, we do not give any representation, warranties or undertakings in relation to the Publications. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Publications are suitable for your purposes.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under an Agreement that is caused by an event outside our control. An event outside our control is defined below in clause 8.2.
8.2 If BRCGS is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Publication or if the supply of the Publication is prevented or hindered by reason of any cause beyond BRCGS’s reasonable control (including but not limited to acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays outside of BRCGS’s control) BRCGS may cancel this Agreement by notice in writing to the Customer so far as it relates to the Publication not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for any Publication supplied prior to the date of such cancellation.
8.3 If an event outside our control takes place that affects the performance of our obligations under an Agreement:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under an Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control. Where the event outside our control affects our delivery of Publications to you, we will arrange a new delivery date with you after the event outside our control is over.
8.4 You may cancel an Agreement affected by an event outside our control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Publications you have already received and we will refund the price you have paid, including any delivery charges.
9. OTHER IMPORTANT TERMS
9.1 We may transfer our rights and obligations under an Agreement to another organisation, but this will not affect your rights or our obligations under these terms and conditions.
9.2 You may only transfer your rights or your obligations under these terms and conditions to another person if we agree in writing.
9.3 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
9.4 Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
9.5 If we fail to insist that you perform any of your obligations under these terms and conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.6 You may also bring proceedings in Scotland.
9.7 Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9.8 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with an Agreement or its subject matter or formation (including non-contractual disputes or claims).
APPENDIX 1 – DELIVERY CHARGES
Costs for our delivery services cover dispatch admin, packaging and postage costs vary depending on location as follows:
£5.95 Next day, UK mainland service
REST OF THE WORLD
All orders will be managed and dispatched by our dispatch team.
APPENDIX 2 – RETURNS POLICY
Royal Mail deliveries will have a return address on the packaging so if the package is not delivered it will be automatically returned to the BRCGS Bookshop.
All parcels sent outside of the UK are tracked and would be automatically returned to the BRCGS Bookshop if not signed for by the end user.
If for any reason you are not fully satisfied with your order please contact our sales team by email (firstname.lastname@example.org) or letter within 14 days of a hard copy Publication being delivered to you with an explanation as to why you are not satisfied. Before a refund is issued we ask you to return the order to BRCGS Bookshop, Unit A1 Dolphin Way, Shoreham by Sea West Sussex BN43 6NZ United Kingdom within 14 days of receipt of delivery.
When returning a Publication, please pack the item carefully and securely in the original packaging and ensure that you have enclosed your receipt. You will remain responsible for the Publication until it is received by us in a saleable condition. We reserve the right to decline to refund any returned Publications that have been used in any way or where the Publication has been damaged or written on.
The cost of returning unwanted Publications is the Customer’s responsibility and we would strongly urge that you use a recorded delivery service and retain your proof of posting in case the parcel gets lost or damaged and you need to make a claim from your chosen courier. For your further protection, we would suggest that you consider making your own separate insurance arrangements.
Provided the returned Publication is received by us in a saleable condition, we will reimburse you no later than 30 days from the day on which we receive the returned item and your notice of return. Any refund due will be paid by us using the same payment method used for the original transaction.
Please contact our sales team and a member of staff will be happy to guide you through this process should you wish.
Section C: Terms and Conditions for Services
This Part 2, Section C should be read together with our Website Terms and Conditions (see Part 1) and General Terms and Conditions of Sale and Purchase (see Part 2, Section A above)). In case of any inconsistency and/or discrepancy with the terms and conditions set out in Part 2, Section A, in so far as the relevant transaction relates to the purchase of Services, the terms and conditions set out in this Part 2, Section C shall take precedence.
These terms and conditions will apply to any Agreement between us for the provision of Events and/or Training to you pursuant to orders made on the BRCGS Website and are entered into on the assumption that you are contracting as business and not as a consumer as defined in the Consumer Contracts (information, cancellation and additional charges) Regulations 2013 or any other applicable consumer legislation. If this is not the case, you should let us know and we will provide you with our terms and conditions for services to consumers.
Please read these terms and conditions carefully and make sure that you understand them, before ordering any Services from us.
Please note that before placing an order you will be asked to agree to these terms and conditions. If you refuse to accept these terms and conditions, you will not be able to order any Services from us.
1.1 The price for the Services will be specified in the Order Confirmation (“Price”).
1.2Unless expressly stated otherwise the Price is exclusive of VAT which shall be charged at the rate and in the manner prescribed by law from time to time.
2. Payment Payment for the Services shall be made by the Customer through Sagepay in full and in advance using a debit card or credit card. The Sagepay service determines the type of credit or debit cards accepted.
3. Liability and Indemnity 3.1 BRCGS shall perform the Services with reasonable care and skill. Except to the extent that BRCGS can be shown to have been negligent in carrying out the Services or in providing information or advice to the Customer, BRCGS accepts no responsibility for the use made of any information or advice arising therefrom by the Customer or any third party. The aggregate total liability to you in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services, and the Customer shall have a duty to mitigate any loss suffered by it pursuant hereto. In no event shall BRCGS be liable for loss of profits, sales, business or revenue, loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings, loss or damage to goodwill, or any indirect or consequential loss arising under or in connection with this Agreement. Nothing in this Agreement shall exclude or limit BRCGS’s liability for death or personal injury caused by the negligence of BRCGS, its employees or agents or for fraud or fraudulent misrepresentation.
3.2 BRCGS specifically excludes liability for Customer travel, accommodation and other ancillary expenses in the event that the Services are terminated or cancelled pursuant to this Agreement. While BRCGS shall endeavour to provide as much notice as feasible prior to any such cancellation or termination, Customer is advised to bear this in mind in its travel and accommodation choices.
3.3 Except as expressly stated in these terms and conditions, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services and/or Event are suitable for your purposes.
3.4 Save insofar as BRCGS can be shown to have been negligent under clause 3.1, the Customer shall: (1) fully indemnify BRCGS and BRCGS’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (a) BRCGS and/or its Personnel, (b) the Customer and/or its Personnel, and (c) any third party, where such loss, damage or injury is caused by the negligent act or omission of the Customer or the Customer’s Personnel; and (2) fully indemnify BRCGS against all financial liability (including professional costs) suffered or incurred by BRCGS as a result of, or in connection with any third party claim brought against BRCGS resulting from death, injury, damage or loss occasioned by the use, operation, methods or other results of the Services.
3.5 The Customer’s sole remedy in respect of any liability of BRCGS or its Personnel shall be in damages.
4. Health and Safety 4.1 The Customer shall ensure that all appropriate safety measures and legislation are observed in connection with the Services.
4.2 Where applicable, the Customer shall ensure that the Customer’s Personnel attending external premises in connection with the Services comply at all times with all health and safety measures, procedures and protocols in place on the external premises and with such other directions regarding safe working as may be directed. BRCGS reserves the right at its absolute discretion to refuse to admit to or remove from external premises any of the Customer’s Personnel who in BRCGS’s opinion are unable to comply with this clause 4.2.
5. Confidentiality Each party acknowledges and agrees that any and all information concerning the other party’s business disclosed in the performance of the Services is confidential (“Confidential Information”) and each party agrees to keep confidential such Confidential Information for a period of five (5) years from the date of acceptance for the supply of Services. This clause shall not apply to any information which at the time of disclosure is (or subsequently becomes) published or generally available to the public (other than as a breach of the receiving party’s obligation under this clause), which at the time of disclosure was already in the possession of the receiving party (other than under an obligation to the disclosing party), which subsequently legally comes into their possession from another source, or which is required to be disclosed in order to comply with a legal requirement.
6. Cancellation 6.1 The Customer may cancel this Agreement by providing BRCGS with notice in writing (to email@example.com or firstname.lastname@example.org, as applicable) not less than 28 days prior to the start of the Services for Services.
6.2 Subject to compliance with clause 9.1 a full refund of the Price less any outstanding sums due will be payable to the Customer by BRCGS.
7. Termination 7.1 BRCGS may terminate this Agreement for convenience with immediate effect by notice in writing.
7.2 BRCGS may terminate this Agreement if the Customer is in material breach of this Agreement and, where such breach is remediable, the Customer fails to remedy the same within 14 days of the receipt of a written request to so remedy.
7.3 Either party has the right to immediately terminate this Agreement at its discretion if, in respect of the other party (a) an order is made or a resolution passed for its winding up or an order is made for the appointment of an administrator to manage its affairs, business and property, (b) a receiver is appointed of such party’s assets or undertaking, or (c) if circumstances arise which entitle the court or a creditor to appoint a receiver or administrator or to make a winding-up order or if either party takes or suffers any similar or analogous action in consequence of debt.
7.4 The termination of this Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in this Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. The Customer shall pay the Price in respect of any Services (or part thereof) supplied prior to termination, regardless of the reason for termination.
8. Events Event attendee details can be amended by the Customer by written notice to BRCGS (email@example.com). BRCGS cannot guarantee an entry in the official event programme if an amend request is submitted to BRCGS less than 28 days prior to the date of the event.
9. Training Courses 9.1 Subject to availability, the Customer may request to transfer to a later training course by providing written notice to BRCGS (firstname.lastname@example.org) not less than 28 days prior to the start of the training course.
9.2 If the transfer request is made within the 28 day period an administration fee (25% of the Price) will be payable by the Customer.
9.3 Clauses 6.1 and 6.2 shall not apply to any course transferred under 9.2.
10. Force Majeure If BRCGS is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Services or if the supply of the Services is prevented or hindered by reason of any cause beyond BRCGS’s reasonable control ( including but not limited to acts of God, governmental action, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays outside of BRCGS’s control) BRCGS may cancel this Agreement by notice in writing to the Customer so far as it relates to the Services not then supplied or work not then done and such cancellation shall not give rise to any claims by the Customer provided that the Customer shall remain liable to pay for the Services supplied prior to the date of such cancellation.
11. Data Protection 11.1 Where BRCGS acts as a data controller in the processing of personal data in performing the Services, it shall comply with the provisions of the Data Protection Laws as defined in schedule 1. Where BRCGS acts as a data processor, BRCGS shall take such security measures as are required to process personal data equivalent to those imposed on the Customer by the Data Protection Laws. Save as required by law, BRCGS does not pass on personal details to third parties outside the BRCGS group of companies. Consequently, the Customer acknowledges and agrees that transfers of personal data to BRCGS group companies in Third Countries (as defined in the Data Processing terms) may occur from time to time.
11.2 Customer hereby consents and agrees that BRCGS may use the information provided by the Customer to contact the Customer and appropriate persons within Customer’s organisation ("recipient") about goods and services offered by BRCGS, whether pursuant to this Agreement or otherwise. A recipient can contact the Marketing Department at BRCGS at any time if it does not wish to receive (or wishes to amend or update) such information, and following receipt of such notification BRCGS shall suppress (or amend or update) the recipient's details as requested for the purposes of future marketing. A recipient may obtain a copy of the personal information BRCGS holds in relation to it by writing to the BRCGS Data Protection Officer (“DPO”) and, upon payment of the legally prescribed fee, the DPO shall provide the recipient with a copy of such personal information.
12. Legal and Regulatory Compliance 12.1 The Customer will comply with all applicable laws, statutes, regulations, directives, and/or codes of practice in force from time to time. Failure to comply with any provision of this clause 12 is grounds for immediate termination of this Agreement by BRCGS, which termination shall not result in any costs or compensation becoming payable by BRCGS to the Customer.
12.2 The Customer agrees and undertakes to comply with all applicable requirements of the Data Protection Legislation. The Customer agrees to indemnify BRCGS in the event of any loss or damage (of any nature) incurred by BRCGS as a result of the Customer’s failure to comply with its duties under the Data Protection Legislation.
12.3 BRCGS is authorised to process personal data in accordance with this Agreement and the data processing terms.
13. General 13.1 The Customer shall not assign any Agreement or any part thereof without the written consent of BRCGS. BRCGS may assign the Agreement or any part thereof to any member of the BRCGS group of companies or its successors. BRCGS shall be entitled to sub-contract any part of the Services to be provided hereunder.
13.2 Each right or remedy of BRCGS under the Agreement is without prejudice to any other right or remedy of BRCGS whether under the Agreement or not.
13.3 If any provision of the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, either under enactment or rule of law, such provision or part shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected.
13.4 BRCGS reserves the right to announce publicly that it is providing services to the Customer with the prior written consent of the Customer, not to be unreasonably withheld.
13.5 Failure by BRCGS to enforce any of the terms of this Agreement (which includes the Services) shall not be construed as a waiver of any of its rights hereunder.
13.6 The Customer shall have no right of set off, statutory or otherwise.
13.7 A person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or any amending legislation thereto.
13.8 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governing and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Data Processing Terms
The following terms will apply between the parties to regulate the processing of Personal Data:
1.1 These Data Processing Terms form part of, and shall be interpreted in accordance with, the Agreement.
1.2 In addition, the following words and phrases have the meanings given next to them:
1.2.1 Controller, Data Subject, Personal Data, Personal Data Breach, Joint Controller, Process, Processing, Processor and Supervisory Authority (and their equivalent terms) have the meanings set out in the Regulation;
1.2.2 Data Processing Particulars means the “Data Processing Particulars” document forming part of these Data Processing Terms, setting out details of the Processing activities the Processor as party to the Agreement carries out on behalf of the Controller as required by the Agreement;
1.2.3 Data Protection Laws means the Regulation and all other applicable laws, regulations and provisions relating to Processing including Replacement Legislation;
1.2.4 Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) or the equivalent under any Replacement Legislation;
1.2.5 Replacement Legislation means any replacement legislation relating to Processing implemented by the United Kingdom (for example in connection with the withdrawal of the United Kingdom from the European Union); where appropriate, references in these Data Processing Terms to an “Article” of the Regulation shall be interpreted to refer to the equivalent provision of the Replacement Legislation;
1.2.6 Sub-processor has the meaning set out in clause 2.6.5 of these Data Processing Terms;
1.2.7 Standard Contractual Clauses mean the standard contractual clauses for the transfer of Personal Data from a Data Controller in the European Economic Area to Processors established in third countries in the form set out in the Annex of European Commission Decision 2010/87/EU, unamended, except to the extent incorporating the details of the parties, description of the Personal Data to be transferred and the technical and organisational measures to be implemented; and
1.2.8 Third Country means a country outside the European Economic Area (or outside of any other such country designated by the European Union as a Safe Country for Data Processing purposes).
1.3 In interpreting the Data Protection Laws, the parties shall have regard to all guidance and codes of practice issued by the Supervisory Authority and any other body with regulatory authority in relation to the Processing.
1.4 The parties agree that if there are changes to the Data Protection Laws or related guidance from the Supervisory Authority or any other body with regulatory authority in relation to the Processing during the term of the Agreement which require either party to take additional steps to enable compliance with the Data Protection Laws, the parties shall review the provisions of these Data Processing Terms and shall negotiate in good faith to agree appropriate changes to them.
1.5 If the UK leaves the European Union without a withdrawal agreement on the day of exit (or the transitional period under a withdrawal agreement expires before the European Union Commission has adopted an adequacy decision for the United Kingdom) then the parties shall enter into the Standard Contractual Clauses and agree, where no other appropriate safeguard or exemption applies, that the Personal Data subject to these Data Processing Terms will be Processed in accordance with the Standard Contractual Clauses, exclusive of any optional clauses as of that date. If there is any conflict between these Data Protection Terms and the Standard Contractual Clauses, the terms of the Standard Contractual Clauses shall apply. In view of the “Schrems II” decision of the European Court of Justice dated July 16th, 2020 (Case C-311/18) and considering the Frequently Asked Questions on the judgment of the Court of Justice of the European Union in Case C-311/18 - Data Protection Commissioner v Facebook Ireland Ltd and Maximillian Schrems of the European Data Protection Board the parties further agree to analyse whether there is a potential requirement for supplementary measures to the Standard Contractual Clauses and to implement such additional measures in order to comply with the requirements of the European Court of Justice and the European Data Protection Board.
2. Data protection obligations
2.1 The parties undertake to each other that they shall comply with the Data Protection Laws in relation to their Processing of Personal Data in connection with the Services and the Agreement.
2.2 Each party shall provide the other with the name and contact details of its data protection contact, who is responsible for data protection matters on a day-to-day basis as applicable to the Services
2.3 The parties agree that if, pursuant to Article 26 of the Regulation, they are Joint Controllers in relation to some Personal Data processed in the course of their business activity they shall determine their respective obligations under the Data Protection Laws by means of an arrangement between them and provide such reasonable co-operation and assistance to each other as may be necessary under that arrangement.
2.4 To the extent that either party (as Processor), Processes Personal Data on behalf of the other party (as Controller) in connection with the Agreement, clauses 2.5 to 2.10 of these Data Processing Terms shall apply to the Processing.
2.5 The Controller shall:
2.5.1 collect the Personal Data and keep it up-to-date in compliance with the Data Protection Laws (and in particular the principles concerning lawfulness, fairness and transparency and accuracy);
2.5.2 where required under the Data Protection Laws, ensure fair Processing notices have been made available to (and/or, as applicable, consents obtained from) Data Subjects in connection with the Processing and will provide appropriate evidence to the Processor on request; and
2.5.3 not instruct the Processor to carry out any Processing that would cause either the Controller or the Processor to breach the Data Protection Laws.
2.6 The Processor shall:
2.6.1 process the Personal Data only on documented instructions from the Controller including instructions with regard to processing Personal Data within a Third Country and transfers of Personal Data to a Third Country unless required to do so by applicable law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;
2.6.2 ensure that persons who Process the Personal Data have committed themselves to binding obligations of confidentiality or are under an appropriate statutory obligation of confidentiality;
2.6.3 take all measures required pursuant to Article 32 of the Regulation, in particular:
(a) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
(b) in assessing the appropriate level of security, taking account of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed; and
(c) take steps to ensure that any natural person acting under the authority of the Controller or the Processor who has access to Personal Data does not Process them except on instructions from the Controller, unless he or she is required to do so by law;
2.6.4 not engage another Processor without prior specific or general written authorisation of the Controller. In the case of general written authorisation, the Processor shall inform the Controller of any intended changes concerning the addition or replacement of other Processors, thereby giving the Controller the opportunity to object to such changes;
2.6.5 where the Processor engages another Processor for carrying out specific Processing activities on behalf of the Controller (a Sub-processor), impose the same data protection obligations as required by the Data Protection Laws on the Sub-processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the Processing will meet the requirements of the Data Protection Laws. Where the Sub-processor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the Controller for the performance of the Sub-processor’s obligations;
2.6.6 taking into account the nature of the Processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights under the Data Protection Laws;
2.6.7 taking into account the nature of Processing and the information available to the Processor, assist the Controller in ensuring compliance with the Controller’s obligations under the Data Protection Laws with regard to:
(a) the security of Processing pursuant to Article 32 of the Regulation;
(b) notification of a Personal Data Breach to the Supervisory Authority pursuant to Article 33 of the Regulation;
(c) communication of a Personal Data Breach to the Data Subject pursuant to Article 34 of the Regulation; and
(d) data protection impact assessments, including prior consultation with the Supervisory Authority where there is a high risk for natural persons pursuant to Articles 35 and 36 of the Regulation;
2.6.8 at the choice of the Controller, delete or return all the Personal Data to the Controller after the end of the provision of Services relating to Processing, and delete existing copies unless storage of the Personal Data is required by law and provide written confirmation that it has done so;
2.6.9 make available to the Controller all information necessary to demonstrate compliance with the obligations set out in this clause 2.6 and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller, the Supervisory Authority any other body with regulatory authority in relation to the Processing;
2.6.10 immediately inform the Controller if, in its opinion, an instruction infringes the Data Protection Laws;
2.6.11 maintain a record of all categories of Processing activities carried out on behalf of the Controller in accordance with the Data Protection Laws;
2.6.12 notify the Controller without undue delay (and in any event within 48 hours where possible) after becoming aware of a Personal Data Breach; and
2.6.13 notify the Controller without undue delay (and in any event within 48 hours where possible) if it receives any Personal Data Breach notification or complaint in relation to the Processing or either party’s compliance with the Data Protection Laws.
2.7 For the purposes of clause 2.6.1, the Controller acknowledges that necessary Processing carried out in the normal course of the Services in accordance with the Agreement is done on documented instructions from the Controller.
2.8 For the purposes of clause 2.6.4, and subject to the requirements of clause 2.6.5, the Controller grants its general authorisation for the Processor to engage Sub-processors in respect of its core IT and business support functions and systems, PROVIDED ONLY that any such Sub-processors shall: (i) subject to clause 3, not be located in any Third Country; and (ii) ensure like obligations are agreed with that Processor/party as are contained in these Data Processing Terms.
2.9 Clause 2.6.8 shall not apply to Personal Data that either party is required to continue to store under the Data Protection Laws or for any other lawful reason (including to comply with professional and regulatory requirements). The relevant party shall be (and accepts full responsibility for compliance with the Data Protection Laws as) a Controller in respect of such Personal Data.
2.10 Either party may request reasonable compensation for providing the assistance and co-operation referred to in clauses 2.6.7 and 2.6.9 of these Data Processing Terms, unless the Processor is legally obliged to provide such assistance under the Data Protection Laws for free and provided such reasonable compensation is agreed with the other party in advance.
3. International Data Transfers, Standard Contractual Clauses
3.1 Subject to clause 2.6.1, the Processor shall not transfer Personal Data to a Third Country without the Controller’s prior written consent.
3.2 If the Controller consents to the international transfer of Personal Data to a Third Country, clauses, 3.3 and 3.4 shall apply, unless explicitly agreed otherwise by the parties.
3.3 In relation to a permitted international transfer, the parties shall enter into the Standard Contractual Clauses, which will apply to Personal Data originating from Controller that is Processed by Processor or by Processor's subcontractor outside of the European Economic Area. If there is any conflict between the Standard Contractual Clauses and this Data Processing Agreement, the Standard Contractual Clauses shall prevail.
3.4 At Controller's request, the Standard Contractual Clauses shall be replaced and the parties shall execute new standard contractual clauses for transfers to data processors in third countries adopted pursuant to Art. 46 (2) c) or d) GDPR.
3.5 For the purposes of clause 2.3 in relation to a permitted international transfer, the parties will enter into the standard contractual clauses decision 2004/915/EC (EU controller to non-EU or EEA controller), which will apply to jointly processed Personal Data in terms of Art. 26 of the Regulation.
3.6 For the avoidance of doubt, if and as long as the country where Personal Data is transferred is subject to an adequacy decision according to Art. 25 (6) of Directive 95/46/EC or Article 45 (3) GDPR, no Standard Contractual Clauses are required (as such country is not a Third Country). Once the adequacy decision is repealed or suspended, clauses 3.3 and 3.4 shall automatically apply.
Data Processing Particulars
1. Subject matter, nature, purpose and duration of the Processing
Some or all of the following Processing of the type of Personal Data set out in section 2 below and the categories of Data Subjects set out in section 3 below may be conducted on behalf of the other party from time to time, but only as required to realise the purpose of the Agreement as more fully described therein:
• providing products and services to you – including processing your personal data for the purpose of account administration and management, order fulfilment, delivery, managing customer relations, billing and payment administration, fraud detection and prevention, providing customer support services, notifying you of developments in procedures or products which we believe will assist you in the use of the product or service you have purchased, and handling complaints and enquiries
• direct marketing, including profiling and analytics – including processing your personal data to send you direct marketing communications, profiling and analysing customer interests, behaviour and preferences (to help us better understand our customers, improve our products and services and provide more tailored marketing communications and enhance customer satisfaction), marketing research
• conducting our business, administration and management – including administering and managing our business activities, contracts and relationships with customers, suppliers and partners; maintaining our website(s); providing services to customers; managing and responding to data subject requests; and giving effect to customer marketing preferences
• online tracking and analysis – including using cookies and similar technologies to track visitors to our sites and measure and analyse their use of our sites.
We will only disclose your data to:
• other companies within the BRCGS group in connection with the purposes described in Section 3; and/or
• our third-party service providers in connection with the services they are providing on our behalf, which may include hosting, software as a service, delivery and logistics, electronic payments systems, IT support services, and marketing related services. If we disclose your data to our third -party service providers, we will ensure it is protected under an appropriate contract and only used by our providers in connection with the services.
We will keep your personal data for as long as necessary in connection with the purpose for which we have obtained it and in line with our internal retention policy.
The Processor shall Process Personal Data in relation to the Agreement for the duration of the Agreement only. Please refer to the Agreement for details of the relevant start and end dates.
2. Type of Personal Data
The following types of Personal Data shall be processed on behalf of the Controller as required under the Agreement:
• personal and business contact details – such as your name, physical address, email address, telephone/mobile phone (personal and/or business), company you work for, company address, your job title/position
• customer details and purchase history – such as username, password (if you register to use any of our products and services you may be asked to create a profile), customer ID, details of products or services purchased, and order, shipping and billing details
• marketing preferences – such as whether or not you have asked to receive marketing communications from us and what type of information you are interested in receiving
• your profile details – when you access some of our products or services (such as Educate) you may be asked to create a profile which will help us to track your learning activities, access to course materials, achievements (e.g. exam results or digital badges earned). Your profile may also enable you to gain access to other services we offer, such as BRCGS Professional
• data from social media sources – if you provide information about yourself on third party websites or social media sites, we may use that information to get to know you better and for our marketing purposes
• data from third parties – if you have a relationship with third parties with whom we do business (for example, you have attended training courses provided by our ATEs or ATEPs, or you have participated in an audit carried out by a Certification Body, or you work for one of our suppliers of products and services), then we will obtain from those parties limited personal information about you, such as name, contact details, your location and the organisation for whom you work (if relevant).
When you fill in one of our forms, we will indicate where the provision of specific personal data is mandatory in order for you to receive the product or service you are requesting. If you do not provide this mandatory information (e.g. your name and address when purchasing a product, or your email address when signing up for our newsletter) we will not be able to complete your request.
The Processor shall Process Personal Data in relation to the Agreement for the duration of the Agreement only. Please refer to the Agreement for details of the relevant start and end dates.
3. Categories of Data Subjects
The Processor shall Process Personal Data for the following categories of Data Subjects to the extent only required to fulfil the Agreement:
• where you purchase products or services from us, we process your personal data on the legal basis that it is necessary for the performance of the contract for the sale of those products and services, including taking payment, delivery and related after sales activities
• where we process your personal data for direct marketing, including profiling and analytics, we do so on the legal basis that you have either given us your consent (e.g. by ticking an opt in box) or it is in our legitimate interests to do so provided that our interests do not override your interests that require protection of your personal data
• where we process your personal data for administration and management, we do so on the legal basis that it is in our legitimate interests to do so provided that our interests do not override your interests that require protection of your personal data
4. The rights and obligations of the Controller
The rights and obligations of the Controller are set out in the Data Processing Terms.