Terms & Conditions
TERMS AND CONDITIONS FOR THE PROVISION OF PROFESSIONAL SERVICES
SBD AUTOMOTIVE LTD.
SBD PARTICULARLY DRAWS YOUR ATTENTION TO CLAUSES 7 AND 10 OF THESE TERMS
The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
“Capacity” means as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity
“Category A Information” means that Confidential Information identified as ‘Category A’ in the Confirmation of Instructions
“Category B Information” means that Confidential Information identified as ‘Category B’ in the Confirmation of Instructions
“Category C Information” means that Confidential Information identified as ‘Category C’ in the Confirmation of Instructions
“Commencement Date” means the date specified in the Confirmation of Instructions
“Confidential Information” means, subject to clause 7.4, all information, whether technical or commercial (including all discussions, recommendations or advice given by SBD in the course of providing the Professional Services, all data, information and advice provided to you by SBD in the course of carrying out or commissioning any surveys as part of the Professional Services, specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
“Confirmation of Instructions” means SBD’s confirmation of instructions provided to you setting out, amongst other things, details of the Professional Services to be provided to you in accordance with these Terms
“Contract” means the contract between you and SBD for the provision of Professional Services in accordance with these Terms
“Deliverables” means the deliverables (including any Inventions) to be supplied to you as detailed in the Confirmation of Instructions
“Discloser” means the party to this Contract which discloses its Confidential Information, directly or indirectly, to the other party.
“Duration” means the duration (if any) of the Contract as specified in the Confirmation of Instructions
“Force Majeure Event” has the meaning given to it in clause 13
“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company
“Individuals” means those employees, workers or agents performing the Professional Services on behalf of SBD from time to time and, in particular, those individuals as identified in the Confirmation of Instructions
“Intellectual Property Rights” means patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
“Invention” means any invention, idea, discovery, development, improvement or innovation made by SBD or by the Individuals in connection with the provision of the Professional Services, whether or not patentable or capable of registration, and whether or not recorded in any medium
“SBD” means SBD Automotive Ltd. (company number 3403037) whose registered office is at SBD Automotive, Shenley Pavilions, Chalkdell Drive, Shenley Wood, Milton Keynes, Buckinghamshire, MK5 6LB, UK with VAT Number 694550308.
“SBD Materials” means all materials, property, equipment, documents and other assets used in the provision of the Professional Services but excluding Your Materials
“Professional Services” means the professional services described in the Confirmation of Instructions
“Recipient” means a party to this Contract which receives Confidential Information, directly or indirectly, from the other party.
“Substitute” means a substitute for the Individuals appointed under the terms of clause 4.7
“Terms” means these terms and conditions as amended from time to time in accordance with clause 18.6
“you” or “your” means the person who purchases the Professional Services from SBD
“Your Materials” means all materials, property, equipment, documents and other assets provided by you to SBD for the purpose of performing the Professional Services
Unless the context otherwise requires, words in the singular include the plural and vice versa and words in one gender include any other gender.
a “person” includes any individual (and their personal representatives), firm, body corporate, association, partnership, government or state (whether or not having a separate legal personality).
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
The headings in these Terms are inserted for convenience only and shall not affect its construction.
Reference to a “holding company” or a “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
3.1 The Contract shall commence on the Commencement Date and shall continue unless and until terminated:
3.2 as provided by the terms of this Contract;
3.3 as specified in the Confirmation of Instructions; or
3.4 on completion of the Professional Services.
4. SBD OBLIGATIONS
We may collect data about you by you providing the data directly to us (for example by filling in forms on our site, by sending us emails, applying for vacancies, or by providing us with your business card/details at meetings, events or similar).
We may receive data from third parties outside the EU such as analytics and search information providers like Google, social networks such as LinkedIn, and providers of technical, payment and delivery services, such as data brokers or aggregators.
We may also receive data from publicly available sources such as Companies House and the Electoral Register based inside the EU.
4. MARKETING COMMUNICATIONS
Our lawful ground of processing your personal data to send you marketing communications is either your consent or our legitimate interests (namely to grow our business).
Under the Privacy and Electronic Communications Regulations, we may send you marketing communications from us if (i) you made a purchase or asked for information from us about our goods or services or (ii) you agreed to receive marketing communications and, in each case, you have not opted out of receiving such communications since. Under these regulations, if you are a limited company, we may send you marketing emails without your consent. However, you can still opt out of receiving marketing emails from us at any time.
Before we share your personal data with any third party for their own marketing purposes we will get your express consent.
You can ask us or third parties to stop sending you marketing messages at any time by logging into the websites and checking or unchecking the relevant boxes to adjust your marketing preferences by following the opt-out links on any marketing message sent to you or by emailing us at firstname.lastname@example.org at any time.
If you opt out of receiving marketing communications this does not apply to personal data provided as a result of other transactions, such as purchases, warranty registrations etc.
5. DISCLOSURES OF YOUR PERSONAL DATA
We may have to share your personal data with the parties set out below:
Other companies in our group who provide services to us. Intercompany agreements are in place with our non-EEA (European Economic Area) sites demonstrating commitment to the GDPR principles and practices. We employ shared IT solutions and policies which ensure data privacy, protection and security across all areas of the business.
Service providers who provide IT, HR, Finance, Marketing and system administration services.
Professional advisers including lawyers, bankers, auditors, and insurers.
Government bodies that require us to report processing activities.
Third parties to whom we sell, transfer, or merge parts of our business or our assets.
We require all third parties to whom we transfer your data to respect the security of your personal data and to treat it in accordance with the law. We only allow such third parties to process your personal data for specified purposes and in accordance with our instructions.
6. INTERNATIONAL TRANSFERS
We share your personal data within our group of companies which involves transferring your data outside the European Economic Area (EEA).
Countries outside of the European Economic Area (EEA) do not always offer the same levels of protection to your personal data, so European law has prohibited transfers of personal data outside of the EEA unless the transfer meets certain criteria.
Many of our third parties service providers are based outside the European Economic Area (EEA) so their processing of your personal data will involve a transfer of data outside the EEA.
Whenever we transfer your personal data out of the EEA, we do our best to ensure a similar degree of security of data by ensuring at least one of the following safeguards is in place:
We will only transfer your personal data to countries that the European Commission have approved as providing an adequate level of protection for personal data by; or
Where we use certain service providers, we may use specific contracts or codes of conduct or certification mechanisms approved by the European Commission which give personal data the same protection it has in Europe; or
If we use US-based providers that are part of EU-US Privacy Shield, we may transfer data to them, as they have equivalent safeguards in place.
If none of the above safeguards is available, we may request your explicit consent to the specific transfer. You will have the right to withdraw this consent at any time.
7. DATA SECURITY
We have put in place security measures to prevent your personal data from being accidentally lost, used, altered, disclosed, or accessed without authorization. We also allow access to your personal data only to those employees and partners who have a business need to know such data. They will only process your personal data on our instructions and they must keep it confidential.
We have procedures in place to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach if we are legally required to.
8. DATA RETENTION
We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
When deciding what the correct time is to keep the data for we look at its amount, nature and sensitivity, the potential risk of harm from unauthorized use or disclosure, the processing purposes, if these can be achieved by other means and legal requirements.
For tax purposes, the law requires us to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they stop being customers.
In some circumstances, we may anonymize your personal data for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
9. YOUR LEGAL RIGHTS
Under data protection laws you have rights in relation to your personal data that include the right to request access, correction, erasure, restriction, transfer, to object to processing, to portability of data and (where the lawful ground of processing is consent) to withdraw consent.
You can see more about these rights at:
If you wish to exercise any of the rights set out above, please email us at email@example.com
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you.
If you are not happy with any aspect of how we collect and use your data, you have the right to complain to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We should be grateful if you would contact us first if you do have a complaint so that we can try to resolve it for you.
10. THIRD-PARTY LINKS
These websites may include links to third-party websites, plug-ins, and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our websites, we encourage you to read the privacy notice of every website you visit.
2. BASIS OF CONTRACT
2.1 The Confirmation of Instructions constitutes an offer from SBD to provide the Professional Services in accordance with these Terms.
2.2 The Confirmation of Instructions shall be deemed to be accepted at the earlier of the date on which:
2.1.1 SBD commences the Professional Services; or
2.2.2 you provide written acceptance of the Confirmation of Instructions.
2.3 Any descriptions or illustrations contained on SBD’s websites, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or any other Contract between SBD and you for the provision of the Professional Services.
2.4 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by SBD shall not constitute an offer, and is only valid for a period of 1 calendar month from its date of issue. Unless specified otherwise, all quotations are subject to increase in price to take into account fluctuations in exchange rates, list prices and taxes prior to delivery.
2.6 When you enter into a Contract with SBD, that Contract shall incorporate the Confirmation of Instructions and these Terms.
2.7 If there is a conflict or inconsistency between some or all of the documents which make up the Contract, the Confirmation of Instructions shall take precedence.