1.1 The Licensor shall, as specified in clause 5.1.4 train the Individual in the operation of the Internet Systems, marketing activities, recruitment, application of chemicals and in all relevant aspects of the Business. The use of specific technical equipment such as Carpet Machines, Rotary Scrubbers, Jet wash etc will be provided as and when required, usually at a clients site when a job becomes available.
1.2 If the Licensor reasonably believes that the Individual does not meet the Licensor's minimum standards at any time during the training referred to in clause 5.1.4 the Licensor shall inform the Individuals accordingly. The Individual shall then use his best endeavours to appoint a manager or operative in his place and such manager or operative shall undertake the initial training sessions on their behalf. The Licensee shall pass on this training to its employees or any self employed persons (if any) as required.
1.3 The Licensor shall have the right to require the Individual and/or the Licensees employees to attend further training courses at any time during the term of this agreement if it reasonably considers that such further training is necessary.
1.4 All training referred to in this clause (save for the initial training provided ) shall be provided at the Licensor's standard rate and in all cases the Licensee shall be liable for travelling and living expenses of those attending.
1.5 The time and place of any training shall unless otherwise specified be at the absolute discretion of the Licensor but the Licensor shall try to accommodate the Licensees reasonable requirements.
2 Licensor's continuing obligations
The Licensor shall subject to compliance by the Licensee and the Individual with the terms of this agreement throughout the term of this agreement:
2.1 permit the Licensee to carry on the Licensees Business under the Trade Name;
2.2 promptly make available to the Licensee members of the Licensor's staff for advice in connection with the System when reasonably required;
2.3 subject to the provision by the Licensee of to maintain the intranet back office systems and so that the Licensor may monitor the performance of the Licensee, provide the Licensee with advice and guidance on all aspects of the Licensees Business including finance, management, operational and promotional matters and provide reasonable problem solving facilities to the Licensee so as to enable the Licensee to operate the Licensees Business efficiently;
2.4 at the Licensor's sole discretion, make available to the Licensee, at cost, services for the selection of appropriately trained and qualified staff for engagement in the Licensees Business;
2.5 make available to the Licensee and its employees at the Licensor's standard rate, such further training as the Licensee may from time to time reasonably require at the Licensor's sole discretion, the Licensee bearing the cost of any travel and subsistence involved in such further training and the salaries of any employees;
2.6 provide the Licensee, at the Licensees expense, with standard contracts for use by the Licensee in the Licensees Business;
2.7 provide to the Licensee or assist the Licensee in obtaining the products, services and equipment described in the Operations Manual on the terms specified in the Operations Manual and if such products, services and equipment are obtained from third parties use its reasonable endeavours to obtain competitive rates for furnishing such supplies;
2.8 organise and convene regular Licensee meetings, the Licensee bearing the cost of any travel and subsistence expenses incurred in attending such meetings;
2.9 update the Operations Manual from time to time and continue its research and development so as continually to improve the System;
2.10 make available to the Licensee all items and services which the Licensor makes available to its other Licensees.
3 Licensees operating obligations
In order to maintain the highest standard of service to be provided by the Licensee and the Licensor's other Licensees the Licensee shall during the term of this agreement:
3.1.1 Use in the Licensees Business only the Equipment and chemicals endorsed by the licensor and no other similar equipment or chemicals without prior written consent.
3.1.2 Obtain its supplies of the Products, Equipment, Stationery and other products or services specified in the Operations Manual from such person as has been previously approved in writing by the Licensor and ensure that any chemicals purchased for use in the Licensees Business is an approved chemical as defined by the Operations Manual and detailed in the COSHH (Control of Substances Hazardous to Health) section of the Operations Manual;
3.1.3 Maintain the Vehicle (if applicable) to the highest mechanical standards including regular servicing and keep the Vehicle clean and in good condition.
3.2.1 Ensure that adequate finance is available to meet your payroll and HMRC commitments and allow the Licensee to fully to develop the Licensees Business in accordance with this agreement;
3.2.2 Carry on the Licensees Business to the highest standards of service;
3.2.3 Use its best endeavours to promote and extend the Licensees Business;
3.2.4 Not do anything which may bring the Business or the Licensees Business into disrepute or may have a detrimental effect on the Business or the Licensees Business;
3.2.5 Comply with all statutes, byelaws and other legal requirements relating to the Licensees Business and obtain (and maintain) all licences, consents and approvals (if any) that may be required;
3.2.6 Permit the Licensor and/or any person authorised by the Licensor without notice to enter, during normal business hours, upon the Premises or elsewhere to inspect the same and remove for inspection or take copies of any item;
3.2.7 Not engage and procure that the Individual does not engage in or be involved directly or indirectly or in any way assist any third party to so engage in or be involved in any business which competes with the Business or the Licensees Business;
(b) Not, without the previous written consent of the Licensor, such consent not to be unreasonably withheld, engage in or be involved in any business other than the Licensees Business and procure that the Individual complies with a similar obligation;
(c) Not engage in the Licensees Business outside the Territory and procure that the Individual complies with a similar obligation;
3.2.8 Comply in all respects with the Operations Manual as the same may be amended from time to time;
3.2.9 Ensure that the Licensees Business is effectively managed by the Individual and by no other person unless the Licensor's prior written consent has been obtained;
3.2.10 Keep details of actual and potential customers and supply a copy of the same to the Licensor immediately on request;
3.2.11 Register for VAT when Gross Monthly Sales exceed £5,000 for three consecutive months or as necessary to comply with current legislation and VAT regulations;
3.2.12 Comply with the invoicing and accounting procedures specified by the Licensor;
3.2.13 Not enter into any arrangement or agreement to factor, charge or otherwise dispose of any debts or liabilities of the Licensees Business without first obtaining the consent in writing of the Licensor (such consent not to be unreasonably withheld or delayed).
3.3 Name and know-how
3.3.1 Not make use of, or disclose, other than exclusively for the purposes of the Licensees Business, any information relating to the Business or the Licensees Business or any other confidential information supplied by or on behalf of the Licensor and procure that the Individual complies with a similar obligation and the Licensee shall ensure that none of its employees or self-employed persons make use of or disclose such information other than for such purpose.
3.4.1 Inform the Licensor of all relevant details of any enquiry from a potential customer outside your assigned territory;
3.4.2 Provide potential Licensees, at the request of the Licensor, with such information concerning the Business and the Licensees Business as such prospective Licensees may reasonably require and at all times be courteous and co-operative to such prospective Licensees;
3.4.3 Continuously operate the Licensees Business upon such days and between such hours as the Licensor shall specify;
3.4.4 Pay all suppliers of goods and services sold or provided to the Licensee in accordance with their terms of payment;
3.4.5 Maintain sufficient stocks and employ sufficient staff to meet all likely demand from the customers of the Licensees Business;
3.4.6 Promptly replace or refund the costs of any product supplied by the Licensee which does not conform with the standards required;
3.4.7 Consult with the Licensor as to the prices to be charged in the Licensees Business and refrain from charging in excess of any maximum charges advised by the Licensor;
3.4.8 Sell or provide only such products or services as may be described from time to time in the Operations Manual upon the terms and conditions therein set out and ensure that the range of Products and Services specified by the Licensor are available for sale by the Licensee.
3.5.1 Not promote the Licensees Business or sell or make available the Products or the Services whether for the purposes of advertising, promotion, sales or otherwise through or on the world wide web, internet or any other electronic means without the Licensor's prior written consent which will be given subject to such conditions as the Licensor shall consider necessary to protect its goodwill and reputation;
3.5.2 Save as set out in clause 8.6.1 acknowledge that all rights relating to the exploitation of the Trade Marks, the Trade Name and the System through or on the world wide web, internet or through any other electronic means will solely and exclusively belong to the Licensor;
3.5.3 Not make use of or establish a web site which uses the Trade Name and/or the Trade Mark or any similar trade mark or trade name as its domain name or establish a web site for the purposes of communicating with the Licensor's Licensees or with third parties in relation to the Licensor, the Business or the Licensor's Licensees;
3.5.4 If required by the Licensor participate in the Licensor's web site as stipulated by the Licensor.
4 Telephone numbers
4.1 The Licensee shall use only such telephone number or numbers as have been approved by the Licensor for the use of the Licensee in the Licensees Business ("the Telephone Numbers") to the exclusion of all others and the Telephone Numbers shall only be used for the Licensees Business and for no other purpose.
4.2 The Licensee will pay for the cost of rental and use of the Telephone Numbers unless otherwise agreed by the Licensor.
4.3 Upon termination of this agreement for any reason whatsoever the Licensee shall immediately discontinue the use of the Telephone Numbers and if required by the Licensor (at the Licensor's cost) divert the number to the Licensor.
4.4 The Licensee shall not permit to appear in any marketing, advertising or promotional material or in any business correspondence any telephone number or numbers other than the Telephone Numbers.
5 Accounting records
The Licensee shall:
5.1 Maintain the on-line accounts systems with all costs, payroll, purchases and expenses together with accurate billing of all Gross Monthly Sales made up to the close of business on the last working day of each Month, and prepare in the form set out in the Operations Manual a monthly financial statement and shall submit the same to the Licensor on or before each Payment Date;
5.2 Furnish to the Licensor all such other accounting and management information as may be set out in the Operations Manual from time to time and any other information which the Licensor may from time to time reasonably require;
5.3 At the Licensees expense in each accounting year have prepared accounts by an accountant (and audited accounts by a Chartered Accountant if required by law) and provide a full copy of the same to the Licensor within three Months after each accounting reference date;
5.4 Maintain at the Premises or in such other location as shall be notified to the Licensor in a form set out in the Operations Manual accurate books of account and supporting accounting records including all invoices, credit notes, statements and delivery notes and shall permit the Licensor or its duly authorised agents during business hours to inspect any such accounts and records and take copies at the expense of the Licensor;
5.5 Procure that the accounting reference date of the Licensee shall be such date as is specified by the Licensor;
5.6 Preserve all such accounts and records for not less than six years notwithstanding the expiry or termination of this agreement;
5.7 Permit accountants nominated by the Licensor at the expense of the Licensor to undertake such audits and checks as the Licensor may consider appropriate on reasonable notice during normal business hours;
5.8 Submit to the Licensor copies of all VAT returns (if any) as and when they are due to H.M. Customs and Excise.
5.9 The Licensee will pay for and use the accountant of their own choice.
6.1 Included in your initial licence fee is an all risks insurance policy with a reputable insurance company made on behalf of the Licensee for the first 12 months of your operation. This insurance will be continued each year that your licence renewal fee is paid.
6.1.1 liability in respect of employees and third parties;
6.1.2 damage or destruction to the Premises (if any) , the Equipment and the Vehicle (if any);
6.2 The Licensee's interest shall be noted on such policy which shall stipulate that the Licensor is to receive not less than 30 days' notice of cancellation. The Licensee shall forward to the Licensee a photocopy of such insurance policy and all renewals.
6.3 The Licensee shall promptly pay all premiums required to be paid under the said insurance policy and immediately furnish to the Licensor proof of such payment.
6.4 The Licensee shall not do anything which could breach the terms of the insurance policies referred to in this clause.
The Licensee shall:
7.1 Be responsible for ensuring that adequate staff levels are maintained at all times and in particular not less than one suitably qualified person is available at the Premises during Opening Hours;
7.2 Ensure that all employees persons wear such uniforms as the Licensor shall reasonably require and that they are maintained, repaired and cleaned regularly;
7.3 Utilising the Intranet back office systems, Obtain a signed contract of service from all persons employed by or who provide services to the Licensee in such form as is approved by the Licensor prior to their employment or their engagement and shall disclose confidential information only to such persons who have previously signed such a contract;
7.4 Ensure that all personnel employed in or who provide services on behalf of the Licensees Business shall at all times have a neat and clean appearance, render competent, sober and courteous service to customers and comply with any and all directions of the Licensor relating to dress, appearance and demeanour;
7.5 Ensure that all personnel employed in or who provide services on behalf of the Licensees Business shall at all times comply with statutory regulations governing employment in the UK, and have completed application forms, P46's and "Proof of Eligibility" to work in the UK prior to commencement of their employment;
7.6 Procure that the persons responsible for managing the Licensees Business and all senior employees and self employed persons nominated by the Licensor shall attend such further periods of training as may from time to time be required by the Licensor and bear any travel and subsistence expenses and the salaries of such persons;
8 Trade Marks
8.1 Under no circumstance will the Licensee apply for registration of any Trade Mark unless so requested by the Licensor.
8.2 The Licensee acknowledges that the goodwill and all other rights in and associated with the Trade Marks vest absolutely in the Licensor and that all such rights will at all times hereafter and for all purposes remain vested in the Licensor and in the event that any such rights at any time accrue to the Licensee the Licensee will at its own expense forthwith on demand do all such acts and things and execute all such documents as the Licensor shall deem necessary to vest such rights absolutely in the Licensor.
8.3 If the Licensor obtains registration of any trade mark for use in the Business after the date of this agreement the Licensee shall have such rights to such trademarks as if they had been included in this agreement at the date hereof and where the context so allows all references in this agreement to the Trade Marks shall be deemed to include a reference to such further marks.
8.4 The Licensee will immediately notify the Licensor of all circumstances coming to the attention of the Licensee which may constitute an infringement of any of the Trade Marks or may constitute passing off in respect of the Trade Name and any unregistered trade mark used in the Business and shall take such reasonable action as the Licensor may direct at the expense of the Licensor to assist the Licensor in the protection of the Trade Marks and the Trade Name.
8.5 If required by the Licensor the Licensee shall forthwith enter into the Licensor's then standard registered licence agreement in respect of the Trade Marks.
8.6 The Licensee shall in all representations of the Trade Marks append in a manner approved by the Licensor such inscription as the Licensor shall require to indicate that such Trade Marks are registered.
8.7 Any rights which the Licensee may have under sections 30 and 31 of the Trade Marks Act 1994 are excluded.
9.1 The Licensee shall without delay introduce any improvement or modification to the Licensees Business at the time and in the manner specified by the Licensor in writing.
9.2 The Licensee shall notify the Licensor of any improvement or modification which may be beneficial to the operation of the Business and the Licensor may introduce such improvement or modification without any obligation to make any payment to the Licensee.
9.3 The Licensee shall not introduce any improvement or modification to the Licensees Business without the prior written consent of the Licensor.
10.1 The Licensor will provide the Licensee with full written details of any alterations to the Operations Manual to enable the Licensee to keep its copy up to date via a pdf attachment.
10.2 The Licensor shall keep at its registered office an up to date copy of the Operations Manual as revised from time to time which shall be the authentic text of the Operations Manual.
10.3 The Licensee shall conduct the Licensees Business strictly in accordance with the Operations Manual, the terms of which shall be deemed incorporated into and shall form part of this agreement. In the event of any conflict between the terms of this agreement and the terms of the Operations Manual the terms of the agreement shall prevail.
10.4 The Operations Manual shall at all times remain the sole and exclusive property of the Licensor and the Licensee hereby acknowledges that the copyright in the Operations Manual vests in the Licensor and that it will not take and will procure that no other person will take any copies of the Operations Manual without the prior written consent of the Licensor.
11 Licensors' right to communicate with customers
11.1 In order to protect the reputation of the Licensor and its Licensees and to maintain satisfactory public relations the Licensor reserves the right to communicate with any of the Licensees customers at any time during the term of this agreement to ascertain the quality of the services provided by or on behalf of the Licensee and the Licensee shall upon request furnish the Licensor with such particulars of its customers as the Licensor shall reasonably require and provide such reasonable assistance as may be necessary for this purpose.
12 Right to sell
12.1 The Licensee shall not whether before or after termination assign this agreement or have any rights under it nor grant any sub-licence of its rights or obligations under this agreement or sub-contract any of its obligations. With the prior written consent of the Licensor the Licensee may sell the business. Such consent shall not be unreasonably withheld or delayed upon subject to the new Licensee fully complying with the following terms and conditions: A re-assignment fee of £1000.00 plus vat will be payable on transfer of the licence. Any costs for re-training of management and staff will be paid for by the new licensee prior to hand-over.
13.1 The Licensor may terminate this agreement immediately by giving notice in writing to the Licensee in any of the following events which because of the special nature of the Franchise relationship shall constitute repudiatory breaches of the agreement.
13.1.1 if the Licensee fails to commence the Licensors Business within a period of 3 Months from the date of this agreement;
13.1.2 if the Licensee shall at any time fail to pay any amounts due to the Licensor unless such failure arises for reasons outside the Licensees control or occurs only once in any 12 month period and is immediately corrected on receiving notification from the Licensor of such non-payment;
13.1.3 if the Licensee shall, in the reasonable opinion of the Licensor, have a detrimental effect on the goodwill of the Business or the Licensees Business;
13.1.4 if the Licensee shall transfer any of the rights, licences or obligations contained in this agreement other than in accordance with the terms of this agreement;
13.1.5 if the Licensee fails for more than 10 days to submit to the Licensor any of the accounting or management information required to be submitted;
13.1.6 if the Licensee discloses or allows the disclosure of any part of the Operations Manual or other confidential information relating to the Business or the Licensees Business otherwise than in accordance with the terms of this agreement;
13.1.7 if the Licensee fails to obtain any prior written approval or consent of the Licensor expressly required by this agreement;
13.1.8 if the Licensee, the Individual or any officer, director or employee of the Licensee gives to the Licensor any false or misleading information or makes any misrepresentation in connection with obtaining this agreement or at any time during the continuance of this agreement in connection with the Licensees Business;
13.1.9 in the event of the Licensee ceasing to carry on the Licensees Business or failing to confirm its intention to continue to carry on the Licensees Business within 21 days of receiving a formal request from the Licensor to provide such confirmation;
14 Conditions following termination
14.1 Immediately upon termination of this agreement for any reason the Licensee and the Individual shall:
14.1.1 cease forthwith to trade under the Trade Name;
14.1.2 not hold themselves out as operators of the Licensee's Business or as having any connection with the Business;
14.1.3 not make or receive telephone calls or emails in connection with the Licensors Business;
14.1.4 cease to use by advertising on the Vehicle, Stationery, sign, uniform or otherwise the Trade Name or the Trade Marks or any imitation or approximation thereof;
14.1.5 pass to the Licensor the names of all persons enquiring about and/or requesting the services of the Business;
14.1.6 not divulge or use any confidential information relating to the Business the Licensee's Business or the Licensor unless it has entered the public domain otherwise than by virtue of this agreement;
14.1.7 deliver up to the Licensor all customer lists and names and addresses and full details of contracts with customers and details of all persons who have become or who have enquired about becoming customers of the Licensee during the term hereof;
14.1.8 pay to the Licensor all money owing;
14.1.9 return to the Licensor in good condition the Operations Manual and any copies and shall not copy the Operations Manual or any part of the Operations Manual before returning the same to the Licensor;
14.1.10 return to the Licensor all Stationery;
14.1.11 for a period of six Months thereafter engage in, be employed by or be concerned or interested, directly or indirectly, in any business which competes with the Business or the business of the Licensor's other Licensees or the Licensee's Business or in any business similar to the Business, save as the holders of not more than 5 per cent of the issued share capital of a company whose shares are publicly quoted on a recognised stock exchange or the Licensee's Business or the business of the Licensor's other Licensees, within the United Kingdom;
14.1.12 for a period of twelve Months thereafter engage in, be employed by or be concerned or interested, directly or indirectly, in any business which competes with the Business, or the Licensee's Business or in any business similar to the Business or the Licensee's Business within the Territory;
14.1.13 for a period of twelve Months thereafter engage in, be employed by or be concerned or interested, directly or indirectly, in any business which competes with the Business or the business operated by a Licensee of the Licensor, or in any business similar to the Business or the Business operated by a Licensee of the Licensor within the territory of another Licensee;
14.1.14 for a period of twelve Months thereafter solicit for the purposes of a competing business to the Business or the Licensee's Business the custom of any person, firm or company that has been a customer of the Licensee at any time in the twelve-month period prior to termination;
14.1.15 for a period of nine Months thereafter solicit, interfere with or endeavour to entice away or employ an employee of the Licensor or any of the Licensor's Licensees or any employee who in the period of six Months before the said termination was an employee of the Licensee's Business.
22.1 The Licensee shall indemnify and keep indemnified the Licensor from and against any and all loss, damage, liability and legal fees and costs incurred by the Licensor arising from any breach of contract or negligence of the Licensee, its agents, employees or licensees unless such act or default is required by the terms of this agreement, the Operations Manual or the Licensor.
25.1 The Licensee and the Individual hereby acknowledge that they have no rights in the System save for those rights granted under this agreement.
25.2 The Licensee and the Individual hereby acknowledge that in giving advice to the Licensee, assisting the Licensee to establish the Licensees Business, recommending equipment and materials and assessing the suitability of the Licensee and the Premises, the Licensor has based its recommendations on experience actually obtained in practice but that the Licensor does not give any guarantee or warranty with regard to such matters or generally in connection with the sales volume, profitability or any other aspect of the Licensees Business. The Licensee and the Individual acknowledge that they have been advised by the Licensor to discuss their intention to enter into this agreement with other Licensees of the Licensor and to seek other appropriate independent advice, and that the decision to enter into this agreement has been taken solely on the basis of the personal judgement and experience of the Licensee and the Individual having taken such independent advice. Accordingly, no representation, warranty, inducement or promise express or implied has been made by the Licensor or relied upon by the Licensee or the Individual in entering into this agreement save such as may have been notified by the Licensee or the Individual to the Licensor in writing and are annexed to this agreement and signed by the parties to this agreement.
25.3 It is hereby expressly agreed between the parties that each of the restrictions contained in this agreement is reasonably necessary for the protection of the Licensor and its other Licensees, the System, the Trade Name and the Trade Marks and does not unreasonably interfere with the freedom of action of the Licensee or the Individual who enter into this agreement with the benefit of legal advice in full knowledge of all the provisions hereof and the Licensee and the Individual acknowledge that all such provisions are fair and reasonable.
25.4 The Licensee and the Individual hereby warrant that prior to the execution of this agreement or any similar agreement with the Licensor they had no knowledge of the System, methods, trade secrets and confidential information or know how relating to the operation of a business similar to the Business or on how to conduct the Business.
26 No warranties without authority
26.1 The Licensee shall make no representation or claim and shall give no warranty to any person in respect of the Licensees Business, the Business, the Products, the Services or the System save such as are specifically authorised in the Operations Manual in its then current form at the time of the making by the Licensee of any such representation, claim or warranty.
27 Transfer by Licensor
27.1 This agreement and all the rights of the Licensor hereunder may not be assigned or transferred without written approval (not to be unreasonably withheld).
28 Reservation of rights
28.1 All rights and licences not specifically or expressly granted to and conferred upon the Licensee by this agreement are for all purposes reserved to the Licensor.
29.1 Nothing in this agreement shall be construed as making the parties hereto partners or joint ventures' or render either party hereto liable for any of the debts or obligations of the other party and the Licensee shall in no way be considered as being an agent or representative of the Licensor in any dealings which the Licensee may have with any third party and the Licensee shall not act for or make any representation on behalf of the Licensor in any such dealings and shall have no power to contract on behalf of the Licensor.
30 Business Names
30.1 The Licensee shall place upon all letter headings, bills, invoices and all other documents and literature used in connection with the Licensees Business in such manner and place as the Licensor may direct the following words (or such other words to similar effect as may from time to time be specified by the Licensor): "a business owned and operated under Licence by" followed by the name of the Licensee.
31 Data protection
31.1 The Licensee agrees that it will in relation to the personal data processed in connection with this agreement
31.1.1 process the Data in accordance with the Data Protection Act 1998 ("1998 Act") and any other applicable data protection legislation;
31.1.2 process the Data only insofar as is necessary for the purpose of performing its obligations under this agreement;
31.1.3 not disclose Data to or allow access to it other than by employees and/or third parties engaged by the Licensee to perform the obligations imposed on the Licensee by this agreement and to ensure that such employees and/or third parties are subject to written contractual obligations concerning the Franchise Data which are no less onerous than those imposed on the Licensee by this agreement;
31.1.4 use all reasonable efforts to assist the Licensor to comply with such obligations as are imposed on the Licensor by the 1998 Act. This includes the obligation to:
- provide the Licensor with reasonable assistance in complying with any subject access request served on the Licensor under Section 7 of the 1998 Act; and
- promptly inform the Licensor about the receipt of any subject access request received by the Licensee; and
- not disclose or release any Franchise Data in response to a subject access request without first consulting with and obtaining the consent of the Licensor; and
- inform any individual whose personal data may be processed under this agreement, of such processing. For the avoidance of doubt, this includes informing such individuals that on termination of this agreement, personal data relating to them, including personal data contained in any customer list, shall be retained by or, as the case may be, transferred to the Licensor. In addition the Licensee shall obtain any necessary consents for such processing under the 1998 Act. To ensure that the Licensor's obligations under the 1998 Act are complied with, the Licensee agrees to allow the Licensor to approve and if the Licensor deems necessary, amend, any such notice.
31.2 Process and/or processing means obtaining, recording or holding personal data or carrying out any operation or set of operations on the personal data, including:
31.2.1 organisation, adaptation or alteration;
31.2.2 retrieval, consultation or use;
31.2.3 disclosure by transmission, dissemination or otherwise making available; or
31.2.4 alignment, combination, blocking, erasure or destruction.
31.3 Insofar as the Licensee acts as a person or organisation which processes personal data on behalf of a data controller ("Data Processor") or on behalf of the Licensor in relation to the Franchise Data, the Licensee agrees to comply with the obligations placed on the Licensor by the seventh data protection principle ("the Seventh Principle") set out in the 1998 Act, which shall include:
31.3.1 to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Licensor by the Seventh Principle;
31.3.2 only to process Data for and on behalf of the Licensor for the purpose of performing its obligations under and in accordance with this agreement and only on written instructions from the Licensor to ensure compliance with the 1998 Act.
31.4 The Licensee agrees to provide the Licensor with contact details of the Licensee and at least one employee for the Licensor to provide in relation to enquiries about the Licensee and to display on the Licensor's website. The Licensee agrees to ensure that for this purpose, any notices and/or consents required for the Licensor to comply with the 1998 Act shall be provided to/acquired from such employee(s) by the Licensee on behalf of the Licensor.
31.5 The Licensee shall indemnify the Licensor against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith incurred by the Licensor as a result of any claim made or brought by any individual or other legal person in respect of any loss, damage or distress caused to that individual or other legal person as a result of the Licensees unauthorised processing, unlawful processing, destruction of and/or damage to any Franchise Data processed by the Licensee, its employees or agents.
31.6 In this Clause data controller and personal data shall have the same meanings as set out in the 1998 Act.
© Copyright 2016 Darrell Ballantyne.