By Dee Khan
By Dee Khan
Business to Business Terms & Conditions for Supply of Services and Products - By Dee Khan
Our Terms & Conditions information is displayed below.
Our Data Privacy Notice for Clients and Suppliers is displayed below our Terms & Conditions.
The Buyer’s attention is particularly drawn to Clause 10
1. Definitions
Seller
Denise Khan, trading as By Dee Khan, Bedfordshire, UK.
Buyer
The person who buys or agrees to buy the Services and/or Goods from the Seller.
Conditions
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Services and/or Goods
The items which the Buyer agrees to buy from the Seller as set out in the Order.
Price
The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event
As the meaning set out in clause 12.
Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Order
The Buyer's order for the supply of Services and/or Goods, as set out in the Buyer's written acceptance of the Seller's quotation and/or the Buyer’s payment of the Seller’s listed Goods/Products price and/or invoice.
Services
The services supplied by the Seller to the Buyer as set out in the Order.
Seller Materials
As the meaning set out in clause 8.1.6.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Services and/or Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Services and/or Goods shall be deemed to be an offer by the Buyer to purchase Services and/or Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of commencement of the Services or preparation/delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
The Price shall be the price quoted on the marketplace or events platforms and/or the Invoice.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due when placing orders and/or on receipt of the Seller’s invoice, in order for Services to commence and/or Goods to be prepared/delivered.
4.2 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
5. Services and Goods
5.1 The Services and/or Goods are described in the corresponding listings and/or the Order.
5.2 The Seller reserves the right to amend or change the specification of the Services and/or Goods if required by any applicable statutory or regulatory requirements.
6. Warranties
6.1 The Seller warrants that for a period of one month commencing on the earlier of either the commencement of the Services or the date of delivery of the Goods, (Warranty Period), the Services and/or Goods shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
6.1.3 be fit for any purpose held out by the Seller; and
6.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.
7. Supply of Services
7.1 The Seller shall provide the Services to the Buyer.
7.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
8. Buyer’s obligations
8.1 The Buyer shall:
8.1.1 Ensure that the terms of the Order are complete and accurate;
8.1.2 Co-operate with the Seller in all matters relating to the Services;
8.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's business technology applications as reasonably required by the Seller to provide the Services;
8.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
8.1.6 Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk; maintain the Seller Materials in good condition until returned to the Seller; not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation.
8.2 If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
8.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;
8.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
9.2 The Buyer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Buyer's use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
9.3 All Seller Materials are the exclusive property of the Seller.
10. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
10.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.1.5 defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1:
10.2.1 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Order or Invoice amount (£).
10.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than one months' written notice.
11.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 working days after receipt of notice in writing to do so;
11.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
11.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
11.2.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
11.2.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.2.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
11.2.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.2 to clause 11.2.9 (inclusive);
11.2.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
11.2.12 the other party's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.2.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
11.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
11.5 On termination of the Contract for any reason:
11.5.1 the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
11.5.2 the Buyer shall return all of the Seller Materials and any Deliverables which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the Buyer's premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
11.5.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
11.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. Force Majeure
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
12.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than two weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
13. General
13.1 Notices.
13.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail.
13.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
13.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it 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.
13.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Last updated: 13 October 2022 Version 2
Data Privacy Notice for Clients and Suppliers - By Dee Khan www.bydeekhan.co.uk
Our Data Privacy Notice for Clients and Suppliers is displayed below.
Introduction
At By Dee Khan ("we"), we are committed to protecting and respecting your privacy.
This policy (together with our Terms of Use and any other documents referred to on it) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
The rules on processing of personal data are set out in the UK General Data Protection Regulation (the “UK GDPR”).
1. DEFINITIONS
Data controller - A controller determines the purposes and means of processing personal data.
Data processor - A processor is responsible for processing personal data on behalf of a controller.
Data subject – Natural person.
Data protection legislation – Means the data protection legislation enforced in the UK from time to time and includes the Data Protection Act 2018 (as amended) and the UK General Data Protection Regulation (UK GDPR).
Categories of data: Personal data and special categories of personal data
Personal data - The UK GDPR applies to ‘personal data’ meaning any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier (as explained in Article 6 of UK GDPR). For example: name, passport number, home address or private email address. Online identifiers include IP addresses and cookies.
Special categories personal data - The UK GDPR refers to sensitive personal data as ‘special categories of personal data’ (as explained in Article 9 of UK GDPR). The special categories specifically include genetic data, and biometric data, where processed to uniquely identify an individual. Other examples include racial and ethnic origin, sexual orientation, health data, trade union membership, political opinions, religious or philosophical beliefs.
Processing - Means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means. Examples are collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Third party - Means a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorised to process personal data.
2. WHO ARE WE?
Denise Khan, trading as By Dee Khan, is the data controller. This means we decide how your personal data is processed and for what purposes. Our business is in Bedfordshire, UK. For all data matters, please email Denise Khan at: enquiries@bydeekhan.co.uk
3. THE PURPOSE(S) OF PROCESSING YOUR PERSONAL DATA
We use your personal data for the following purposes:
To register you as a new customer
To process and deliver your order including:
a) Manage payments, fees and charges
b) Collect and recover money owed to us
To manage our relationship with you which will include:
a) Notifying you about changes to our terms or privacy policies
b) Discussing your requirements and advising you which service is most suitable for you
c) Agreed checkpoints throughout our service provision to you
d) Asking you to leave a review or take a survey
e) Personal data you provide to us online, by phone, email or otherwise. For example, when you:
§ complete and submit our online contact form to enquire about our services or products
§ subscribe to or request any of our services, publications, online or social media functions
§ request marketing to be sent to you, for example newsletters and new service notifications
To administer and protect our business and website www.bydeekhan.co.uk (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)
To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you
To use data analytics to improve our website, products/services, marketing, customer relationships and experiences
To make suggestions and recommendations to you about goods or services that may be of interest to you
4. THE CATEGORIES OF PERSONAL DATA CONCERNED
With reference to the categories of personal data described in the definitions section, we process the following categories of your data:
· Identity Data - this may include first name, last name, title.
· Contact Data - this may include phone number, email address, billing address and details.
· Financial Data – credit card/payment information
· Technical Data – this may include IP address, browser type and version, location, operating system and platform, other technology on the devices you use to access this website.
· Usage Data - this may include information about how you use our website, for example, which pages you visit.
· Marketing and Communications Data – this may include your preferences/communication preferences in receiving marketing from us and our third parties.
5. WHAT IS OUR LEGAL BASIS FOR PROCESSING YOUR PERSONAL DATA?
Personal data (article 6 of UK GDPR)
Our lawful basis for processing your general personal data:
☐ Processing necessary for the performance of a contract with the data subject or to take steps to enter into a contract
· Registering you as a new customer
· Processing and delivering your orders for our services/products
· Managing our relationships with you
☐ Processing necessary for compliance with a legal obligation
· Notifying you about changes to our terms or privacy notices and policies
· Administering and protecting our business and website
☐ Processing necessary for the purposes of the legitimate interests of the data controller or a third party, except where such interests are overridden by the interests or fundamental rights or freedoms of the data subject
· Processing and delivering your orders for our services/products
· To keep our records updated and study how customers use our services/products
· Administering and protecting our business and website
· Using data analytics to improve our products/services, marketing, customer relationships and experiences and develop our business
· To deliver and measure the effectiveness of relevant content and marketing (including on our website)
· Make recommendations and suggestions to you about services or products that may interest you to develop our services/products and grow our business
More information on lawful processing can be found on the ICO website.
6. SHARING YOUR PERSONAL DATA
Your personal data will be treated as strictly confidential, and will only be shared within By Dee Khan and with certain External Third-Party Services:
· Web/Email Hosting, cloud file management/storage, email marketing, payment processing and accountancy software providers acting as processors based in the EU and the US who provide IT and system administration services.
· Professional advisers acting as processors including bankers and accountants based in the EU who provide banking and accounting services.
· HM Revenue & Customs, regulators and other authorities acting as processors based in the United Kingdom who require reporting of accounts processing activities in certain circumstances.
7. HOW LONG DO WE KEEP YOUR PERSONAL DATA?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
We will keep basic information about our customers (including contact, identity, financial and transaction data) for up to six years after they cease being customers for accounting and tax purposes.
8. PROVIDING US WITH YOUR PERSONAL DATA
You are under no statutory or contractual requirement or obligation to provide us with your personal data. However, failure to do so will affect your ability to enter into a contract with us to provide you with services or products. Additionally, some of our services, products and website features may be unavailable to you.
9. YOUR RIGHTS AND YOUR PERSONAL DATA
Unless subject to an exemption under the data protection laws, you have the following rights with respect to your personal data:
· The right to request a copy of the personal data which we hold about you;
· The right to request that we correct any personal data if it is found to be inaccurate or out of date;
· The right to request your personal data is erased where it is no longer necessary to retain such data;
· The right to withdraw your consent to the processing at any time, where consent was the lawful basis for processing your data;
· The right to request that we provide you with your personal data and where possible, to transmit that data directly to another data controller, (known as the right to data portability), where applicable, (i.e., where our processing is based on consent or is necessary for the performance of our contract with you or where we process your data by automated means);
· The right, where there is a dispute in relation to the accuracy or processing of your personal data, to request a restriction is placed on further processing;
· The right to object to our processing of personal data, where applicable i.e., where processing is based on our legitimate interests (or in performance of a task in the public interest/exercise of official authority); direct marketing or processing for the purposes of scientific/historical research and statistics.
If you wish to exercise any of the rights set out above, please email Denise Khan at: enquiries@bydeekhan.co.uk
10. TRANSFER OF DATA ABROAD
Some of our external third-party services are based outside the UK, so their processing of your personal data will involve a transfer of data outside the UK, predominantly in the EU and the US.
Whenever we transfer your personal data out of the UK, we endeavour to ensure a similar degree of protection is afforded by those third parties. However, we do not control these third-party services and are not responsible for their data protection.
We encourage you to read the data protection notices/provisions of every third-party service you use.
11. AUTOMATED DECISION MAKING
We do not use any form of automated decision making in our business.
12. FURTHER PROCESSING
If we wish to use your personal data for a new purpose, not covered by this Data Privacy Notice, then we will provide you with a new notice explaining this new use prior to commencing the processing and setting out the relevant purposes and processing conditions.
13. CHANGES TO THIS PRIVACY POLICY AND YOUR DUTY TO INFORM US OF CHANGES
Our privacy notices are updated as required depending on changes in our business operations and services. Any privacy notice changes we may make will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy notice.
Please keep us informed if your personal data changes during your relationship with us. It is important that the personal data we hold about you is accurate and current.
14. Queries, requests or concerns
To exercise all relevant rights, queries or complaints in relation to this privacy notice or any other data protection matter between you and us, please email Denise Khan at: enquiries@bydeekhan.co.uk in the first instance.
If this does not resolve your complaint to your satisfaction, you have the right to lodge a complaint with the Information Commissioners Office :
Phone: 0303 123 1113
Email https://ico.org.uk/global/contact-us/email/
Post: Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, England, UK.
Last updated: 14 October 2022 Version 2
