RNIB STANDARD CONDITIONS OF CONTRACT FOR SALE OF GOODS – TRADE ACCOUNTS (June 2024)
1 DEFINITIONS AND INTEPRETATION
1.1 In these Conditions the following words and expressions have the following meanings:
Catalogue means the trade product catalogue operated by RNIB that references these Conditions;
Conditions means these standard terms and conditions and any special terms and conditions agreed in writing between the Customer and RNIB;
Contract means any contract between RNIB and the Customer for the sale of Goods, incorporating these Conditions;
Customer means any person, firm or company who has an active trade account registered with RNIB and purchases Goods from RNIB;
Delivery Location shall have the meaning given to it at Condition 4.1 (Delivery and Acceptance of Goods);
Force Majeure Event means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under the Contract including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods;
Goods means any goods agreed in the Contract to be supplied to the Customer by RNIB (including any part or parts of them);
Intellectual Property Rights means any patent, copyright, trade mark, service mark or trade name, right in software, right in design, right in databases, image right, moral right, right in an invention, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in the United Kingdom and all other countries in the world in each case whether registered or not and including any application for registration of the foregoing;
Order means any order from the Customer to RNIB for the supply of Goods in such form as RNIB may determine from time to time;
Registered Credit Account means a Customer to whom RNIB has provided written confirmation that they may order Goods on account subject to any conditions stipulated by RNIB in that confirmation and these Conditions;
RNIB means RNIB Enterprises Limited, a company with its registered office at 154a Pentonville Road, London, N1 9JE, and registered in England and Wales under company number 887094 in England and Wales or any of its Affiliates as the context requires or such other RNB Affiliate that is selling the Goods as set out in the Order; and
RNIB Affiliate means any subsidiary (as defined in Section 1159 Companies Act 2006) or other associated charity or group company of RNIB from time to time.
1.2 The headings to Conditions are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.
1.3 Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.
1.4 The words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
2 BASIS OF CONTRACT
2.1 These Conditions only apply to purchases of Goods from the Catalogue by the Customer. The Customer may place Orders via RNIB's website, email, telephone or post.
2.2 An Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. No Order placed by the Customer shall be deemed to be accepted by RNIB until a written acknowledgement of order is issued by RNIB or (if earlier) despatch of the Goods to the Customer. Any Order shall be accepted entirely at the discretion of RNIB, at which point and on which date the Contract shall come into existence.
2.3 The Contract will be subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document whatsoever and whenever).
2.4 It is the Customer’s obligation to ensure that the terms of its Order and any applicable specification are complete and accurate.
2.5 The Customer may only vary or cancel an Order (or any part of an Order) which RNIB has already accepted, with RNIB’s prior agreement in writing.
2.6 Any quotation provided by RNIB to the Customer shall be valid for a period of 30 days.
2.7 Orders made pursuant to these Conditions are not eligible for delivery under the "Articles for the Blind" postal scheme.
3 DESCRIPTION OF THE GOODS
3.1 The description of the Goods shall be set out in RNIB’s acknowledgement of order or, in its absence, RNIB’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by RNIB and any descriptions, details or illustrations contained in the Catalogue or any brochures issued or published for the sole purpose of giving an approximate idea of the Goods described in them and they will not form part of the Contract unless otherwise agreed in writing.
3.3 RNIB reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.4 No statement, description, information, warranty, condition or recommendation contained in the Catalogue or in any price list, advertisement or communication or made verbally by any of the agents or employees of RNIB shall be construed to vary in any way any of these Conditions under this Contract.
4 DELIVERY AND ACCEPTANCE OF GOODS
4.1 RNIB shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location").
4.2 Any times specified by RNIB for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence.
4.3 If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery, or RNIB is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then:
(a) the Goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by RNIB’s negligence); and
(b) RNIB may store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).
4.4 The Customer will provide at its expense at the place of delivery adequate and appropriate equipment and manual labour for loading the Goods.
4.5 The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless:
(a) within 5 days of the date of delivery of the Goods, the Customer notifies RNIB in writing of any defect or other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within 5 days); or
(b) the Customer notifies RNIB in writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the defect or failure would not be so apparent within 5 days of the date of delivery,
failing which the Customer shall not be entitled to reject the Goods and RNIB shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
4.6 The Goods, once delivered, may not be returned unless their return is agreed in advance in writing by RNIB.
4.7 Where the Customer rejects the Goods in accordance with Condition 4.5 and returns the Goods in accordance with Condition 4.6 and RNIB has agreed to refund the Customer, such refund shall be limited to the price of the Goods actually paid by the Customer, exclusive of the price of the post and packaging.
4.8 If RNIB fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. RNIB shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide RNIB with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
5 PASSING OF RISK AND LEGAL TITLE
5.1 The Goods shall be at the risk of the Customer from the time of delivery.
5.2 Full legal, beneficial and equitable title to and property in the Goods shall remain vested in RNIB (even though they have been delivered and risk has passed to the Customer) until:
(a) payment in full, in cash or cleared funds, for all the Goods has been received by RNIB; and
(b) all other money payable by the Customer to RNIB on any other account or under the Contract or any other contract has been received by RNIB.
5.3 Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer:
(a) the Customer shall hold the Goods on a fiduciary basis as RNIB’s bailee;
(b) the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to RNIB, and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by RNIB) and are clearly identifiable as belonging to RNIB and RNIB shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving the Customer reasonable notice of its intention to do so;
(c) RNIB may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to RNIB and RNIB may repossess and resell the Goods if any of the events specified in Condition 15 occurs or if any sum due to RNIB from the Customer under the Contract or on any other account or under any other contract is not paid when due;
(d) for the purposes of this Condition 5 RNIB, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice; and
(e) RNIB shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer,
but the Customer may resell or use the Goods in the ordinary course of its business.
5.4 RNIB’s rights and remedies set out in this Condition 5 are in addition to and shall not in any way prejudice, limit or restrict any of RNIB’s other rights or remedies under the Contract or in law or equity.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 Any Intellectual Property Rights created by RNIB in the course of the performance of the Contract or otherwise in the manufacture of the Goods shall remain RNIB’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the Intellectual Property Rights of RNIB.
7 CONTRACT PRICE
7.1 The prices for the Goods shall be the price set out in the Catalogue as amended by RNIB from time to time.
7.2 All prices quoted are in UK pounds sterling. All prices are correct at time of publication, but RNIB may alter prices at any time for any reason and without notice. This may be a direct result of currency fluctuations or a change in manufacturing costs. RNIB shall not be responsible for mistakes and omissions made in regards to trade prices printed in the Catalogue. If prices have changed from those listed in the Catalogue, RNIB will contact the Customer to confirm if the Customer will proceed or cancel its Order (in part or in full). If the Customer is completing a transaction from outside the United Kingdom it shall bear the risk of any currency fluctuations.
7.3 Unless otherwise stated in the Order, all prices payable under the Contract or any variation shall be inclusive of all direct and indirect taxes (other than Value Added Tax itemised on a valid Value Added Tax invoice) and duties, the cost of packaging, insurance, shipping, carriage and any other costs, expenses and charges relating to the delivery of the Goods.
7.4 Subject to Conditions 7.5 and 7.6, the following postage and packaging charge shall apply to each Order for Goods made to a Delivery Location on the mainland of the United Kingdom:
(a) Organisations such as Councils and Schools - Orders under £75 (excluding VAT) £4.95 delivery via DPD. Organisations such as local societies and charities – Orders under £60 (excluding VAT) £4.95 delivery via DPD.
(b) Orders for more than the values stipulated in (a) above (excluding Value Added Tax), no postage and packaging charge within mainland UK.
7.5 A delivery charge of £29.99 per Order shall apply to all Orders where the Delivery Location is in Northern Ireland or the Highlands and Islands, including the following postcodes: AB36 - AB38; AB55 - AB56; FK17 - FK21; HS (all); IV (all); PA20 - PA78; PH19 - PH29; PH32 - PH33; PH45 - PH48; KA27 - KA28; KW (all); ZE (all); IM (all).
7.6 A delivery charge of £11.95 per Order shall apply to all Orders where the Delivery Location is on the Channel Islands.
7.7 Articles For the Blind freepost may be available for Local Societies and Charities who are sending the order to an individual end user only.
7.8 Where the Delivery Location is outside of the United Kingdom, RNIB shall specify the applicable postage and packaging charge. The Customer is responsible for all import duties and taxes associated with deliveries outside the United Kingdom.
7.9 RNIB reserves the right to alter the delivery charges set out within this Contract at any time.
8 PAYMENT TERMS – CUSTOMERS WITHOUT REGISTERED CREDIT ACCOUNT
This Condition 8 applies only to Customers that do not have a Registered Credit Account with RNIB.
8.1 The Customer shall pay for the Goods either by:
(a) cheque payable to RNIB Enterprises Ltd; or
(b) electronic transfer to RNIB’s bank account as set out in the Contract, or such other bank account as RNIB may from time to time notify to the Customer with any applicable charges on such payments being at the Customer’s expense.
8.2 All payments must be made in full and clear funds without deduction or withholding and received by RNIB before RNIB will dispatch the Goods for delivery.
8.3 No indulgence granted by RNIB to the Customer concerning the Customer’s obligations under this Condition 8 shall be or be deemed to be a credit facility but if any such facility is granted to the Customer by RNIB, RNIB may withdraw it at its sole discretion at any time.
9 PAYMENT TERMS – REGISTERED CREDIT ACCOUNT
This Condition 9 only applies where the Customer purchases Goods using a Registered Credit Account
9.1 If the Customer has a Registered Credit Account it may order Goods on account up to an aggregate value of any credit limit which the parties agree in writing.
9.2 Subject to any additional terms and conditions stipulated by RNIB in writing, RNIB will issue invoices for Goods (and any amount which remains outstanding at such time) on or at any time after RNIB dispatch the Goods for delivery.
9.3 Unless otherwise agreed by the parties, all invoices must be paid within thirty (30) days of the date of issue of the invoice.
9.4 Payment for the Goods must be made by electronic transfer to the RNIB bank account listed in the invoice, or any such account RNIB instructs.
10 PAYMENT TERMS - GENERAL
10.1 Time for payment shall be of the essence.
10.2 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by RNIB to the Customer.
10.3 If any sum due from the Customer to RNIIB under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to RNIB shall become due and payable immediately and, without prejudice to any other right or remedy available to RNIB, RNIB shall be entitled to:
(a) cancel or suspend its performance of the Contract or any Order including suspending deliveries of the Goods and suspending delivery of any other goods or services to the Customer until arrangements as to payment or credit have been established which are satisfactory to RNIB;
(b) appropriate any payment made by the Customer to such of the Goods (or any goods or services supplied under any other contract between the Customer and RNIB) or as RNIB may think fit;
(c) require the Customer to pay for Goods prior to their despatch or collection from RNIB’s place of business; and
(d) charge the Customer:
(i) interest on the overdue amount from the due date until payment is made in full both before and after any judgment, at two point five percent (2.5%) per annum over the Barclay's Bank plc base lending rate from time to time (accruing on a daily basis and compounded quarterly);
(ii) the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
10.4 All payments payable by the Customer to RNIB under these Conditions will become due immediately on its termination.
11 WARRANTY OF QUALITY OF GOODS
11.1 If the Customer establishes to RNIB’s reasonable satisfaction that there is a defect in the materials or workmanship of the Goods manufactured or there is some other failure by RNIB in relation to the conformity of the Goods with the Contract, then RNIB shall at its option, at its sole discretion and within a reasonable time;
(a) repair or make good such defect or failure in such Goods free of charge to the Customer (including all costs of transportation of any Goods to and from the Customer for that purpose);
(b) replace such Goods with Goods which are in all respects in accordance with the; or
(c) issue a credit note to the Customer in respect of the whole or part of the Contract price of such Goods as appropriate having taken back such Goods,
subject, in every case, to the remaining provisions of this Condition 10.2 provided that the liability of RNIB under this Condition 10.2 shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of RNIB’s liability under this warranty.
11.2 Condition 11.1 shall not apply unless the Customer:
(a) notifies RNIB in writing of the alleged defect within seven (7) days of the time when the Customer discovers or ought to have discovered the defect and in any event within twelve (12) months of the delivery of the Goods to the Customer or such other periods as agreed by RNIB in writing; and
(b) affords RNIB a reasonable opportunity to inspect the relevant Goods and, if so requested by RNIB and where it is reasonable to do so, promptly returns to RNIB or such other person nominated by RNIB a sample of the Goods within fourteen (14) days, carriage paid by the Customer, for inspection, examination and testing and/or otherwise permit RNIB to have access to the Goods at the Customer’s premises or other location where they may be.
11.3 If RNIB elects to replace the Goods pursuant to Condition 11.1, RNIB shall deliver the replacement Goods for the Customer at RNIB’s own expense at the address to which the defective Goods were delivered and the legal, equitable and beneficial title to the defective Goods which are being replaced shall (if it has vested in the Customer) re vest in RNIB and the Customer shall make any arrangements as may be necessary to deliver up to RNIB the defective Goods which are being replaced.
11.4 RNIB shall be under no liability under the warranty at Condition 11.1:
(a) in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow RNIB’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without RNIB’s approval;
(b) if the total price for the Goods has not been paid by the due date for payment;
(c) for any Goods manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to RNIB by the Customer;
(d) in respect of any type of defect, damage or wear specifically excluded by RNIB by notice in writing; or
(e) if the Customer makes any further use of the Goods after giving notice in accordance with Condition 11.2.
11.5 The warranties set out in this document are the only warranties which shall be given by RNIB and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12 DATA PROTECTION
12.1 In this Condition 12, the following terms shall apply:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation:
i) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
ii) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
(d) EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
(e) EU Law: the law of the European Union or any member state of the European Union.
(f) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
12.2 In the event that the Customer is a data controller and that RNIB is a data processor, the remainder of this clause 12 shall apply.
12.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
12.4 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and RNIB is the Processor. Schedule 1 sets out the scope, nature and purpose of processing by RNIB, the duration of the processing and the types of Personal Data and categories of Data Subject.
12.5 Without prejudice to the generality of clause 12.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to RNIB and/or lawful collection of the Personal Data by RNIB on behalf of the Customer for the duration and purposes of this agreement.
12.6 Without prejudice to the generality of clause 12.3, RNIB shall, in relation to any Personal Data processed in connection with the performance by RNIB of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the Customer unless RNIB is required by Domestic Law or EU Law to otherwise process that Personal Data. Where RNIB is relying on Domestic Law or EU Law as the basis for processing Personal Data, RNIB shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits RNIB from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or RNIB has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) RNIB complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) RNIB complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of RNIB, an instruction infringes the Data Protection Legislation.
12.7 RNIB shall obtain the Customer’s consent before appointing a third-party processor of Personal Data under this agreement. RNIB confirms that it will enter with any third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12 and in either case which RNIB undertakes will reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and RNIB, RNIB shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12.
12.8 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
13 ANTI-BRIBERY
13.1 The parties shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
14 PRODUCT RECALL
RNIB may, at its discretion and cost, recall any Goods, or products into which the Goods have been incorporated, that have been sold by RNIB to the Customer on the basis of the identification whether by the Customer, RNIB or any third party of any defect in the Goods or any error or omission in the instructions for their use or assembly which RNIB reasonably concludes may cause risk of death, injury or damage to property.
15 LIABILITY
15.1 Nothing in these Conditions excludes or limits RNIB’s liability for:
(a) death or personal injury caused by RNIB’s negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any liability which cannot be legally excluded or limited.
15.2 Subject to Condition 14.1 RNIB is not liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract for any:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business; or
(d) loss of anticipated savings,
in each case whether direct or indirect, or for any indirect, special or consequential loss or damage, howsoever arising.
15.3 Subject to Conditions 13.1 and 14.2, RNIB's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract shall not exceed 100% of the price paid or payable (had the Contract not been breached) to RNIB for the Goods under the Contract.
16 TERMINATION
16.1 RNIB may immediately terminate the Contract by giving notice in writing to the Customer if:
(a) the Customer fails to pay any sum payable under the Contract within seven (7) days of its due date;
(b) the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy;
(c) the Customer commits a material breach of its obligations under the Contract which is capable of remedy and fails to remedy it or persists in such breach after thirty (30) days of having been required in writing to remedy or desist; or
(d) the Customer becomes, or appears to become, insolvent or bankrupt or in any other way unable to meet its commitments under this or any other Contract.
16.2 On termination of the Contract for any reason whatsoever:
(a) the Customer shall immediately pay to RNIB all of RNIB’s outstanding unpaid invoices and interest;
(b) subject to Condition 15.1 the relationship of the parties will cease save as (and to the extent) expressly provided for in this Condition 15.2;
(c) any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect; and
(d) the Customer shall immediately return to RNIB (or, if RNIB so requests by notice in writing, destroy) all of RNIB's property in its possession at the date of termination, including all of its confidential information, together with all copies of such confidential information and shall certify that it has done so, and shall make no further use of such confidential information.
17 NO PUBLICITY AND CONFIDENTIALITY
17.1 The Customer shall not publish or reproduce or arrange press releases or make public statements in connection with this Contract or make use of the name of RNIB in any manner without RNIB’s prior written approval.
17.2 The Customer shall keep secret and confidential all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of RNIB.
18 GENERAL
18.1 Waiver: Failure of either party to enforce any provision of this Contract shall in no way affect that party's rights at a later date to require performance of the Contract nor shall a waiver of any breach be taken or held to be a waiver of any subsequent breach of any provision. Any waiver of any breach of this Contract shall be in writing.
18.2 Health and Safety: The Customer shall comply at all times for the requirements of the Health and Safety at Work Act 1974 and all subsequent amendments thereto, RNIB’s Health and Safety Guidance Notes and any health and safety or related instructions which may be issued to the Customer by RNIB at any time.
18.3 Assignment and subcontracting: The Contract is personal to the Customer. The Customer may not assign, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of RNIB. RNIB may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract at any time without the prior written consent of the Customer.
18.4 Notices: All notices and communications to be sent from the Customer to RNIB or from RNIB to the Customer under this Contract shall be made in writing and sent by first class mail or by email to the addresses described in the Contract or such other addresses as notified from time to time. Notices sent by first class mail shall be deemed to have reached the party to whom it is addressed on the second business day following date of posting. Notices sent by email shall be deemed to have reached the party to whom it is addressed on the next business day after transmission.
18.5 Rights of third parties: Other than in relation to an RNIB Affiliate, a person who is not a party to the Contract has no rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of the Contract.
18.6 Dispute Resolution: If any dispute arises in connection with this Contract, the parties will attempt to settle it with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
18.7 Severability of Provisions: Any provision of the Contract which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
18.8 Variation: No purported alteration or variation of the Contract shall be effective unless it is in writing, refers specifically to the Contract and is signed by a duly authorised representative of each of the parties to the Contract.
18.9 Status: The Contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.
18.10 Governing Law: The Contract shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
Schedule 1 Processing, Personal Data and Data Subjects
1. Processing by the Provider
1.1 Scope Processing the Customer’s end customer’s details in order to fulfil Customer orders, process returns or deal with complaints.
1.2 Nature Collecting, use, storing and deleting data
1.3 Purpose of processing In order to process returns, deal with complaints or fulful orders
1.4 Duration of the processing For the duration of the agreement plus up to six years after termination of the agreement
2. Types of Personal Data
The Customer’s end customer’s names, addresses, phone numbers, email addresses, eye conditions.
3. Categories of Data Subject
The Customer’s end customers