Terms & Conditions

Terms & Conditions

1. Our terms for individuals (selling)

2. Our terms for retailers (selling)

3. Our terms for purchasers

 

Our terms for individuals (selling)

These terms

a. What these terms cover. These are the terms and conditions on which we will introduce you to prospective purchasers of watches.

b. Why you should read them. Please read these terms carefully before you submit your offer to sell a watch to anyone whom we introduce to you. These terms tell you who we are, how we will provide introductions to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

c. This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your sale. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

 

Information about us

d. Who we are. We are Chrono Group Limited, a company registered in England and Wales. Our registered office address is 167 Turners Hill, Cheshunt, Waltham Cross, England, EN8 9BH. Our registered VAT number is 288659235.

e. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us when you registered with us, or when submitting an enquiry to us.

f. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

 

1. Introductions

 

1.1 Appointment. You have agreed to appoint us to identify prospective purchasers for you and to make Introductions of such persons on the terms of this agreement (the Appointment).

1.2 Our Duties.

                 (a) Good faith. We shall serve you faithfully and diligently and not to allow our interests to conflict with our duties under these terms of appointment; and

                 (b) Introductions. The Introducer shall use its best endeavours to make Introductions of prospective purchasers of watches that you have available for sale from time to time;

1.3 Limited scope of authority. No authority to bind. We shall have no authority, and shall not hold ourselves out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind you in any way and shall not do any act which might reasonably create the impression that we are so authorised.

1.4 Consequential Introductions. Where a prospective purchaser is Introduced by us and the prospective purchaser then introduces you to a third party to whom you sell a watch(es), we shall also be deemed to have introduced the third party to you.

 

2. Exclusivity & Listing Fee

2.1 If you place a watch(es) with us to sell to a prospective purchaser, you shall give us a minimum of one month’s exclusivity to sell the watch(es).

2.2 When the watch(es) is/are listed on our website (www.chronohunter.com), a listing fee will be payable to us. This listing fee will be deducted from any Commission due in accordance with clause 4. For the avoidance of doubt, if the watch does not sell then the listing fee will be retained by us.

 

3. Completing a sale to a prospective purchaser

3.1 After we have introduced a prospective purchaser to you, you may only make an offer to sell them a watch(es) if such watch(es):

(a) is/are available for an immediate conclusion of the sale to the prospective purchaser;

(b) is genuine and you have proof of its authenticity; and

(c) is in the same condition as described to the prospective purchaser in the offer.

3.2 If a prospective purchaser makes an offer to purchase a watch(es) from you for a price above or equal to the price at which we have advertised the watch(es) for sale, then the Commission referred to in clause 4 will be payable to us whether or not you proceed to complete the sale.

3.3 Once you have made an offer to sell a watch(es) to a prospective purchaser, and that offer has been accepted by them, the Commission referred to in clause 4 will become payable to us whether or not you proceed to complete the sale.

3.4 If you sell the watch(es) during the period of exclusivity referred to in clause 2 above, whether through our website platform or otherwise, the Commission referred to in clause 4 will be payable to us and payment will be automatically taken from the debit or credit card on which the listing fee was paid.

 

4. Commission and payment

 

4.1 Commission entitlement. We shall be entitled to Commission if a prospective purchaser who is introduced by us enters into a contract to purchase a watch(es) from you, whether or not this is effected by the prospective purchaser formally accepting your offer via our website (www.chronohunter.com) or directly with you, and including any different or additional watches that the prospective purchaser may purchase from you to those which formed their initial enquiry through our website (a Relevant Purchase).

4.2 Commission rate. The amount of commission payable shall be at the rate of 3% of the gross amount received by you under each Relevant Purchase from the date of the appointment (Commission). We reserve the right to change the level of commission chargeable at any time, and will advise you in writing of any such changes and the date upon which they will take effect.

4.3 Duty on you to disclose commission data. You shall promptly notify us in writing of the following:

(a) the date it enters into a Relevant Purchase; and

(b) the amount of the Commission due to us in relation to the Relevant Purchase

no later than 3 Business Days after you enter into such Relevant Purchase.

4.4 Invoicing of Commission. We shall invoice you for the Commission payable, together with any applicable VAT, and setting out the due date for payment, within 3 Business Days of receiving confirmation of the Relevant Purchase pursuant to clause 2.3 above.

4.5 Due date for commission. All Commission payable to us shall be due (whether invoiced or not) within 30 days of the date on which you received the corresponding payment.

4.6 Currency of Commission. Commission shall be payable in pounds sterling.

4.7 Interest on late payments. If you fail to make any payment due to us by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

4.8 Disputes about Commission. If any dispute arises as to the amount of Commission payable by you to us, the same shall be referred to an independent accountant for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

4.9 Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this 2 and your obligation to pay Commission to us in accordance with it.

 

5. Confidentiality

 

5.1 Obligations of confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by 3.2.

5.2 Confidentiality exceptions. Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 3; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3 Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

 

6. Compliance

Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

 

7. Data protection

 

7.1 Definitions.

(a) Agreed Purposes: Providing personal contact information for prospective purchasers to you.

(b) Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

(c) Data Discloser: a party that discloses Shared Personal Data to the other party.

(d) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK.

(e) Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

(f) Shared Personal Data: the personal data to be shared between the parties under this agreement.  

7.2 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

7.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

7.4 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c) process the Shared Personal Data only for the Agreed Purposes;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

7.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(c) provide the other party with reasonable assistance in complying with any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

7.6 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

 

8. Limitation of liability

 

8.1 Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:

(a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

(b) Fraud. Fraud or fraudulent misrepresentation or wilful default.

(c) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

8.2 Limitations of liability. Subject to 6.1 above:

(a) Loss of profit, revenue, goodwill, or anticipated savings. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) any loss of profit, sales, revenue, or business;

(ii) loss of anticipated savings;

(iii) loss of or damage to goodwill;

(iv) loss of agreements or contracts;

(v) loss of use or corruption of software, data or information;

(vi)  any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or

(vii) any loss that is an indirect or secondary consequence of any act or omission of ours.

(b) Total cap. Our total liability to you in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount if Commission that has become due to us, for the entire term of this agreement.

8.3 No liability for claims not notified within six months. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

 

9. Commencement and duration

This agreement shall commence on the date of your enquiry going live (visible to receive offers) and shall continue unless terminated earlier in accordance with 8, until either party gives to the other party one month's written notice to terminate.

 

10. Termination

10.1 Termination on notice. Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if:

 

(a) you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment;

(b) you commit a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;

(c) you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;

(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;

(f) you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;

(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;

(h) 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;

(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(f) (inclusive); or

(j) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.

 

11. Consequences of termination

 

11.1 Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: 2, 3 and 9 to 19 (inclusive).

11.2 Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

 

12. No partnership or agency

No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

 

13. Entire agreement

 

13.1 Entire agreement. These terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

13.2 No reliance on matters outside agreement. We each acknowledge that in entering into this agreement we do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

13.3 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

 

14. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

15. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

 

16. No automatic waiver

 

16.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

 

16.2 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.

 

17. Severance

 

17.1 Deemed modification or deletion. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

 

17.2 Obligation to negotiate compliance amendments. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

18.Notices

 

18.1 Form of notices.  Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office 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 pre-paid first class post or other next working day delivery service, or by commercial courier, fax or email.

 

18.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:

 

(a) if delivered personally, when left at the address referred to in 16.1;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed;

(d) or, if sent by fax or email, one Business Day after transmission.

 

19. Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

 

20. 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.

 

21. 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

 

Our terms for retailers (selling)

These terms

 

a. What these terms cover. These are the terms and conditions on which we will introduce you to prospective purchasers of watches.

b. Why you should read them. Please read these terms carefully before you submit your offer to sell a watch to anyone whom we introduce to you. These terms tell you who we are, how we will provide introductions to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

c.This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

 

Information about us

 

d. Who we are. We are Chrono Group Limited, a company registered in England and Wales. Our registered office address is 167 Turners Hill, Cheshunt, Waltham Cross, England, EN8 9BH. Our registered VAT number is 288659235.

e. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

f. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

 

1. Introductions

 

 1.1 Appointment. You have agreed to appoint us to identify prospective purchasers for you and to make Introductions of such persons on the terms of this agreement (the Appointment).

1.2 Our Duties.

(a) Good faith. We shall serve you faithfully and diligently and not to allow our interests to conflict with our duties under these terms of appointment; and

(b) Introductions. The Introducer shall use its best endeavours to make Introductions of prospective purchasers of watches that you have available for sale from time to time;

1.3 Limited scope of authority. 

No authority to bind. We shall have no authority, and shall not hold ourselves out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind you in any way and shall not do any act which might reasonably create the impression that we are so authorised.

1.4 Consequential introductions. Where a prospective purchaser is Introduced by us and the prospective purchaser then introduces you to a third party to whom you sell a watch, we shall also be deemed to have introduced the third party to you.

2. Completing a sale to a prospective purchaser

2.1 After we have introduced a prospective purchaser to you, you may only make an offer to sell them a watch(es) if such watch(es):

(a) is/are available for an immediate conclusion of the sale to the prospective purchaser;

(b) is genuine and you have proof of its authenticity; and

(c) is in the same condition as described to the prospective purchaser in the offer.

2.2 Once you have made an offer to sell a watch(es) to a prospective purchaser, and that offer has been accepted by them, the Commission referred to in clause 3 will become payable to us whether or not you choose to proceed to complete the sale.

3. Commission and payment

 

3.1 Commission entitlement. We shall be entitled to Commission if a prospective purchaser who is introduced by us enters into a contract to purchase a watch(es) from you, whether or not this is effected by the prospective purchaser formally accepting your offer via our website (www.chronohunter.com) or directly with you, and including any different or additional watches that the prospective purchaser may purchase from you to those which formed their initial enquiry through our website (a Relevant Purchase).

3.2 Commission rate. The amount of commission payable shall be at the rate of 3% of the gross amount received by you under each Relevant Purchase from the date of the appointment (Commission). We reserve the right to change the level of commission chargeable at any time, and will advise you in writing of any such changes and the date upon which they will take effect.

3.3 Duty on you to disclose commission data. You shall promptly notify us in writing of the following:

(a) the date it enters into a Relevant Purchase; and

(b) the amount of the Commission due to us in relation to the Relevant Purchase

no later than 3 Business Days after you enter into such Relevant Purchase.

3.4 Invoicing of Commission. We shall invoice you for the Commission payable, together with any applicable VAT, and setting out the due date for payment, within 3 Business Days of receiving confirmation of the Relevant Purchase pursuant to clause 2.3 above.

3.5 Due date for commission. All Commission payable to us shall be automatically taken by the Company from the credit or debit card that we hold on file for you. If we do not hold card details for you, or if the card payment is declined, then the Commission will be due (whether invoiced or not) within 30 days of the date on which you received the corresponding payment from the prospective purchaser.

3.6 Currency of Commission. Commission shall be payable in pounds sterling.

3.7 Interest on late payments. If you fail to make any payment due to us by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

3.8 Disputes about Commission. If any dispute arises as to the amount of Commission payable by you to us, the same shall be referred to an independent accountant for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

3.9 Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this 2 and your obligation to pay Commission to us in accordance with it.

 

4. Confidentiality

 

4.1 Obligations of confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by 3.2.

4.2 Confidentiality exceptions. Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 3; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4.3 Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

 

5. Compliance

Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

 

6. Data protection

 

6.1 Definitions.

(a) Agreed Purposes: Providing personal contact information for prospective purchasers to you.

(b) Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

(c) Data Discloser: a party that discloses Shared Personal Data to the other party.

(d) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK.

(e) Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

(f) Shared Personal Data: the personal data to be shared between the parties under this agreement.  

6.2 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

6.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

6.4 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c) process the Shared Personal Data only for the Agreed Purposes;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

6.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

 

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(c) provide the other party with reasonable assistance in complying with any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

 

6.6 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. 

7. Limitation of liability

7.1 Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:

(a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

(b) Fraud. Fraud or fraudulent misrepresentation or wilful default.

(c) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

7.2 Limitations of liability. Subject to 6.1 above:

(a) Loss of profit, revenue, goodwill, or anticipated savings. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) any loss of profit, sales, revenue, or business;

(ii) loss of anticipated savings; 

(iii) loss of or damage to goodwill;

(iv) loss of agreements or contracts;

(v) loss of use or corruption of software, data or information; 

(vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or

(vii) any loss that is an indirect or secondary consequence of any act or omission of ours.

(b) Total cap. Our total liability to you in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount if Commission that has become due to us, for the entire term of this agreement.

7.3 No liability for claims not notified within six months. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8. Commencement and duration

This agreement shall commence on the date you have access to the Chrono Hunter website and shall continue unless terminated earlier in accordance with 8, until either party gives to the other party one month's written notice to terminate.

9. Termination

9.1 Termination on notice. Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if:

(a) you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment;

(b) you commit a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;

(c) you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;

(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;

(f) you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;

(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;

(h) 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;

(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(f) (inclusive); or

(j) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business. 

10. Consequences of termination

10.1 Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: 2, 3 and 9 to 19 (inclusive).

10.2 Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11. No partnership or agency

No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12. Entire agreement

12.1 Entire agreement. These terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

12.2 No reliance on matters outside agreement. We each acknowled