1.0 DEFINITIONS
In these Terms, the following words shall have the following meanings:
Appropriate Safeguards: means such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time;
Content: any information, data and/or material uploaded into the website by you, your employees and/or representatives, or by us on your behalf, including (without limitation) any text;
Data Protection Laws: means as applicable and binding on you, us and/or the Facility:
(a) in the United Kingdom:
(i) the Data Protection Act 1998 and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive); and/or
(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;
(b) in member states of the European Union: the Data Protection Directive or the GDPR, once applicable, and all relevant member state laws or regulations giving effect to or corresponding with any of them; and
(c) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;
Data Protection Losses: means all liabilities, including all:
(a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and
(b) to the extent permitted by an applicable law:
(i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority;
(ii) compensation which is ordered by a Supervisory Authority to be paid to a data subject; and
(iii) the costs of compliance with investigations by a Supervisory Authority;
Data Subject Request: means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws;
GDPR: means the General Data Protection Regulation (EU) 2016/679;
GDPR Date: means 25 May 2018;
IPR: all copyright and related rights, rights in computer software, design rights, trade marks, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, 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;
Personal Data Breach: means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any personal data for which you are the data controller;
Party: you and us;
Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws;
Term: means the period from (and including) the date you accept these Terms until your licence to access and use the website is terminated in accordance with these Terms;
Terms: these terms and conditions;
us, we, our: Kestrel Medical Ltd and
your, you: the organisation or person requiring access to the facility.
All references in these Terms to the singular shall mean the plural and vice versa, all references to persons shall include companies, partnerships and other organisations (including without limit any government departments or non-departmental government bodies) and all references to the masculine shall include the feminine and neuter and vice versa.
Website: the online website operating under the name “vocalzone.com” or such other name as we may determine from time to time;
All references in these Terms to “processing”, “personal data”, “data controller”, data processor”, and “data subject” shall have the meaning given to them in the applicable Data Protection Legislation.
2.0 OVERVIEW
2.1 Vocalzone is a brand wholly owned by Kestrel Medical Ltd, registered at 7 Moor Road, Broadstone, Dorset, BH18 8AZ, United Kingdom. Registered in England: 04122830 VAT No: 918 5742 95
2.2 This website is owned and controlled by Kestrel Medical Ltd. Kestrel Medical Ltd offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
2.3 By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
2.4 Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service
2.5 Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
3.0 ONLINE STORE TERMS
3.1 By agreeing to these Terms of Service, you represent that you are at least the age of majority in your province of residence to use this site.
3.2 We are concerned about the safety and privacy of our users, particularly children. Parents who wish to allow their children access to and use of the Website/Services should supervise such access and use. By allowing your child access to the Services you are allowing your child access to all of the Services, including email, bulletin boards, chat areas, news groups, forums and/or other message or communication facilities. It is therefore your responsibility to determine which Services are appropriate for your child. Always use caution when revealing personally identifiable information about yourself or your children via any of the Services.
3.3 You may not use our products for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
3.4 You must not transmit any worms or viruses or any code of a destructive nature.
3.5 A breach or violation of any of the Terms will result in an immediate termination of your Services.
4.0 PRODUCT SUBSCRIPTION TERMS
4.1 When purchasing a subscription, you will be immediately billed for that current order. The subscription fee for the Vocalzone order and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your subscription. In some cases, your payment date may change, for example, if your payment was not successfully settled on the payment date, or if your paid subscription begun on a day not contained in a given month. You can access all your subscription details by logging into your account section on our website.
4.2 You can change or cancel your subscription with us at any time and will not receive or be charged for any future orders from the time of cancellation. If your payment has not been settled, we will suspend your subscription until we have obtained a valid payment.
4.3 When changing any details on your subscription package, you authorise us to continue charging the updated billing amount and remain responsible for any uncollected payments. This may result in a change to your subscription date. For some payment methods, the issuer may charge you certain fees such as foreign transaction fees relating to the processing of your payment method. Local tax charges may vary depending on the payment method used. Check with your payment provider for more details.
4.4 If you wish to cancel a subscription which has already been billed for, please get in touch. If the order has not been dispatched, we will cancel your order and refund your subscription for that given and subsequent months. If your order has already been dispatched, it is your responsibility to return it to Vocalzone, and upon receipt of the goods, your subscription will be refunded. You will need to order your subscription again should you want to resume the subscription service.
4.5 We may change the price of our subscription from time to time, however the change in subscription cost will not apply to you no earlier than 30 days following notice of the change in price.
4.6 If we suspect abuse of the subscription service, we reserve the right to suspend and/or cancel suspected accounts preventing them from placing future orders on our website.
5.0 OFFERS AND PROMOTIONAL CODES
5.1 Periodic offers and promotions will be available on the Vocalzone website. To redeem voucher codes, you need to enter this into the box on the basket page.
5.2 Please note all promotions have an expiry date upon which they will no longer be valid on the Vocalzone website. If you are having trouble redeeming a voucher code, please email [email protected] for technical support.
5.3 For 5 or more packs of Vocalzone Throat Pastilles purchased on Vocalzone.com, users are entitled to a free Vocalzone tin. This offer will appear on the basket page on the Vocalzone website. Users will be able to select a tin of choice at this stage, or alternatively opt out of the promotion if they wish to do so.
5.4 This promotion is subject to availability, and if a preferred tin design is not available, we will substitute this with an alternative design. Promotion only valid for one tin per transaction.
5.5 All offers, promotions and codes are non-transferrable and Kestrel Medical Ltd. reserves the right to withdraw these offers and promotional codes at any time.
6.0 GENERAL CONDITIONS
6.1 We reserve the right to refuse service to anyone for any reason at any time.
6.2 You understand that your content including, but not limited to credit card information, may be transferred encrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
6.3 Credit card information is always encrypted during transfer over networks.
6.4 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
6.5 The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
7.0 ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
7.1 We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.
7.2 Any reliance on the material on this site is at your own risk.
7.3 This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site.
7.4 You agree that it is your responsibility to monitor changes to our site.
8.0 MODIFICATIONS TO THE SERVICE AND PRICES
8.1 Great care has been taken to ensure our prices are accurate. Prices may change over time.
8.2 We reserve the right to modify or discontinue the Service (or any part or content thereof) without notice at any time.
8.3 We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
8.4 Any promotions or prices listed in third party resellers do not apply to vocalzone.com
9.0 PRODUCTS OR SERVICES
9.1 Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
9.2 We have made every effort to display as accurately as possible the colours and images of our products that appear on this website. We cannot guarantee that your computer monitor’s display of any colour will be accurate.
9.3 We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.
9.4 All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
9.5 We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
10.0 ACCURACY OF BILLING AND ACCOUNT INFORMATION
10.1 We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order.
10.2 These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
10.3 We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
10.4 You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
10.5 For more detail, please review our Returns Policy.
11.0 THIRD-PARTY LINKS
11.1 Certain content, products and services available via our Service may include materials or tools from third-parties, which we neither monitor nor have any control nor input.
11.2 You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
11.3 Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
11.4 We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
11.5 Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
11.6 We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.
11.7 Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
12.0 THIRD PARTY RIGHTS
12.1 Nothing in these Terms is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to these Terms. These Terms do not create any right enforceable by any person who is not a Party to them under the Contracts (Rights of Third Parties) Act 1999.
13.0 USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
13.1 If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us.
13.2 We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
13.3 We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
13.4 You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.
13.5 You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
14.0 PERSONAL INFORMATION
14.1 Your submission of personal information through the store is governed by our Privacy Policy and our Data Protection Policy 2018.
15.0 ERRORS, INACCURACIES AND OMISSIONS
15.1 Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
15.2 We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
16.0 GENERAL ADVICE
16.1 General advice provided on this website has been checked for accuracy and is provided for general information purposes only. This information should not substitute nor replace seeking relevant medical advice and care by a qualified practitioner. If you have any concerns about any symptoms or a condition you are experiencing, you should always consult the appropriate healthcare professional.
16.2 The information on this website is not intended for healthcare professionals. The naming of any organisation, person or product does not imply an endorsement by Vocalzone.com unless expressly stated.
17.0 PROHIBITED USES
17.1 In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
18.0 DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
18.1 We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
18.2 We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
18.3 You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
18.4 You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
18.5 In no case shall Kestrel Medical Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
19.0 INDEMNIFICATION
19.1 You agree to indemnify, defend and hold harmless Vocalzone and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
20.0 SEVERABILITY
20.1 In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
21.0 FORCE MAJEURE
21.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes in particular (but without limitation) the following:
- Strikes, lock-outs or other industrial action;
- Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or Act of God;
- Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- Impossibility of the use of public or private telecommunications networks;
- The acts, decrees, legislation, regulations or restrictions of any government; and
- The non-delivery or late delivery of products or services to us by third parties.
21.2 Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.
22.0 TERMINATION
22.1 The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
22.2 These Terms of Service are effective unless and until terminated by either you or us.
22.3 You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
22.4 If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
22.5 On request we will provide you with a copy of any content provided by you and stored on the Facility. There will be no charge for this. In any event the data will be deleted/destroyed or rendered unreadable 60 days after termination.
22.6 Termination, repudiation or expiry of these Terms will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by repudiation, expiry or termination of these Terms.
22.7 On termination for any reason:
- all rights granted to you under these Terms shall cease;
- you shall cease all activities authorised by these Terms;
- you shall immediately pay to us any sums due to us under these Terms
23.0 ENTIRE AGREEMENT
23.1 The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
23.2 These Terms contain and constitute the entire understanding and agreement between us in connection with and about the subject matter of these Terms and supersede all earlier and other agreements and understandings between us and all earlier representations by either of us about such subject matter. Any prior representations, warranties, statements and assurances which are not expressly set out in these Terms will not be of any effect. Each Party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into these Terms and which is not expressly set out in these Terms and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in them whether by virtue of any usage or course of dealing or otherwise (including, subject to clause 4, by statute or common law) except as expressly set out in these Terms. If a Party has given any representation, warranty, promise or statement then (except to the extent that it has been set out in these Terms) the Party to whom it is given waives any rights or remedies which it may have in respect of it. This clause shall not exclude the liability of a Party for fraud or fraudulent misrepresentation or concealment or any resulting right to rescind these Terms.
23.3 Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
24.0 DATA PROTECTION
24.1 We warrant that we have in place appropriate technical and organisational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure of or access to any Content that contains personal data (as that term is interpreted in accordance with the Data Protection Laws) (“Individual Information”) and adequate security measures to ensure that unauthorised persons will not have access to the Individual Information and that any persons we authorise to have access to (including but not limited to our employees) will respect and maintain the confidentiality and security of the Individual Information and from the GDPR Date shall ensure that such persons authorised by us to process personal data are subject to a binding written contractual obligation with us to keep the personal data confidential (except where disclosure is required in accordance with an applicable law).
24.2 We warrant that all security measures referred to in sub-clause 24.1 above will reflect the level of damage that might be suffered by, and any harm which might result to, the persons who are the subjects of the Individual Information as a result of unauthorised access or disclosure.
24.3 From the GDPR Date, taking into account the nature of the processing, we shall implement and maintain technical and organisational measures to assist you insofar as is possible in the fulfilment of your obligations to respond to Data Subject Requests relating to personal data processed by us for which you are the data controller.
24.4 We shall ensure that all processing of Individual Information that is carried out by us shall at all times be carried out in accordance with the Data Protection Laws and that we will otherwise conduct ourselves in accordance with the Data Protection Laws and for the purposes of this clause “processing” shall be interpreted in accordance with the Data Protection Laws.
24.5 The types of personal data to be processed under this Agreement shall be the types of data provided by you to us.
24.6 In respect of any Personal Data Breach involving the personal data which we process as a data processor on your behalf we shall, without undue delay:
- notify you of the Personal Data Breach; and
- provide you with details of the Personal Data Breach.
We shall assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to us.
You shall comply with the Data Protection Laws in connection with:
- the processing of personal data;
- the Facility; and
- the exercise and performance of your rights and obligations under these Terms, including maintaining all relevant regulatory registrations and notifications as required under the Data Protection Laws.
24.7 You warrant, represent and undertake, that:
- all data sourced by you for use in connection with the website shall comply in all respects, including in terms of its collection, storage and processing (which shall include you providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), with Data Protection Laws;
- all instructions given by you to us in respect of personal data shall at all times be in accordance with the Data Protection Laws.
Insofar as we process personal data on your behalf we:
- unless required to do otherwise by an applicable law, shall (and shall take steps to ensure each person acting under our authority shall) process the personal data only on and in accordance with your documented instructions as set out in these Terms, as updated in writing from time to time (Processing Instructions);
- if an applicable law requires us to process personal data other than in accordance with the Processing Instructions, we shall notify you of any such requirement before processing the processed data unless an applicable law prohibits such information on important grounds of public interest); and
- shall inform you if we become aware of a Processing Instruction that, in our opinion, infringes Data Protection Laws, provided that: to the maximum extent permitted by mandatory law, we shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities (including any Data Protection Losses) arising from or in connection with any processing in accordance with your Processing Instructions following your receipt of that information; and this clause 24.7 c shall only apply from the GDPR Date.
24.8 You consent to us appointing the following sub-processors under this Agreement: Transcend Marketing Ltd., our appointed digital marketing agency who support our management of the website, and also manage our cloud hosting provider (to host our digital infrastructure), G3 IT Solutions who maintain our internal servers and email accounts and Sendgrid Inc; a cloud based email service (to send emails sent through our Facility). Any changes to our appointed sub processors will be communicated through these terms and conditions, and if necessary communicated directly to anyone affected by the change. You are free to request access, modification, and erasure of your own personal information held within these systems at any time. Please refer to our privacy policy for detailed retention of data timelines.
24.9 We shall remain fully liable to you under this Agreement for all the acts and omissions of each sub-processor as if they are our own.
24.10 We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Individual Information in or to countries outside the European Economic Area (“EEA”) or to any international organisation.
24.11 We shall maintain complete and accurate records and information to demonstrate our compliance with this clause and allow for audits by you or your designated auditors.
24.12 On termination of this Agreement we shall without delay, at your written request, securely delete and/or securely return all the personal data unless required by applicable law to store the Personal Data.
24.13 Each party shall indemnify and keep indemnified the other party in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by, the indemnified party arising from or in connection with any non-compliance by the indemnifying party with:
- the Data Protection Laws; or
- these Terms
25.0 GOVERNING LAW
25.1 These Terms shall be governed in all respects by and be construed in accordance with English law (including all non-contractual disputes or claims arising out of the subject matter of these Terms). Any claim or dispute arising from or related to these Terms (including their enforcement or their termination) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales and the Parties hereby irrevocably submit to the jurisdiction of these courts.
26.0 ASSIGNMENT
26.1 We may sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of our rights or obligations under these Terms, provided we give you written notice of the same.
26.2 You may not sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent (which will not be unreasonably withheld).
27.0 WAIVER
27.1 If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms
28.0 CHANGES TO TERMS OF SERVICE
28.1 You can review the most current version of the Terms of Service at any time at this page.
28.2 We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
29.0 NOTICES/CONTACT INFORMATION
29.1 Questions about the Terms of Service should be sent to us at [email protected] or can write to us at Kestrel Medical Ltd. Kestrel House, 7 Moor Road, Broadstone, Dorset, BH18 8AZ.
29.2 We may give notice to you at either the e-mail or postal address provided to us when placing an order. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter. 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 e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
