Food Customer T&C's
Restaurant Partner T&C's
THE QGO UK GROUP TERMS & CONDITIONS
These Terms and Conditions prevail in the event of any conflict or inconsistency with any other communications, including advertising or promotional materials.
Entry/claim instructions are deemed to form part of the terms and conditions and by participating all claimants will be deemed to have accepted and be bound by the terms and conditions. Please retain a copy for your information.
1. The Promoter: QGO UK (QGO UK Ltd), Kemp House 160 City Rd, London EC1V 2NX (registered in England and Wales, registered company number 12434327)
2. The Supplier: Please see each individual promotion for details of the prize supplier.
3. Eligibility: This prize promotion is open to UK residents (England, Scotland, Wales and Northern Ireland) aged 18 years or over, excluding employees and their immediate families (spouse, parent, child, sibling, grandparent and/or “step” family), of The Promoter, associated agents or anyone professionally connected with the prize promotion.
4. Promotional Period: Please see each individual promotion for its prize pool.
5. Entry Instructions: Please see the individual prize promotion for entry details.
6. Only one entry per person per prize promotion unless otherwise stated in the individual promotion. All additional entries will be disqualified.
7. Any entries that the Promoter consider (in our absolute discretion) to be dangerous, vulgar, offensive, indecent, illegal racist, copied, offensive, cruel or fraudulent, or infringe on the rights or copyright of others will be immediately disqualified.
8. No third party or bulk entries. If it becomes apparent that either a participant or household is using any means to circumvent this condition such as, and without limitation, multiple email accounts, multiple reproduced or computer -generated entries, using multiple identities, fraudulently falsifying data, acting fraudulently or dishonestly in the opinion of the promoter or otherwise acting in violation of these terms, these participants will be disqualified, and any prize entitlement will be void.
Incomplete, illegible, misdirected or late entries will not be accepted. Proof of sending will not be accepted as proof of delivery or receipt. No responsibility can be accepted for entries that are incomplete, lost due to technical reasons, corrupted, delayed, wrongly delivered, or not received for whatsoever reason.
9. Prize Fund: Please see each individual promotion for its prize pool.
10. Winner Selection: Prize draw winner (s)will be randomly selected by a computerised random generator from all entries. Skills based entries shall be judged based on the judging criteria, set out in the promotion, by a panel which shall include one judge independent to the Promoter.
11. Winner Notification: The winners will be notified by email via the account provided at point of entry within 14 days of the closing date and will have 14 days from notification to claim their prize. If a winner does not claim their prize within this timeframe the promoter reserves the right to withdraw prize entitlement and will award the prize to a reserve drawn at the same time as the original.
12. It is the responsibility of the entrant to provide correct, up-to-date details when entering the prize promotion and acceptance of the prize. The Promoter cannot be held responsible for winners failing to supply accurate information which affects prize acceptance or delivery of their prize.
13. General: Promoter’s decision is final and binding. No correspondence will be entered into. Entry implies acceptance of these terms and conditions.
14. Prizes must be accepted as offered by the named winner. There is no cash or alternative prizes, in whole or part. The prizes are not transferable and cannot be resold.
15. The Promoter reserves the right to substitute a prize of equal or greater value should circumstances outside its control make this necessary.
16. The Promoter reserves the right to verify winners and ask for proof of identity, age and address and to withdraw prize entitlement where there are reasonable grounds to believe there has been a breach of these terms and conditions.
17. You agree that if you are a winner, you will take part in and co-operate fully with reasonable publicity and to the use of your name, photograph and any comments in such publicity without any fee being payable.
18. By entering the Promotion, each entrant grants the Promoter a world -wide, perpetual, irrevocable, non-exclusive, transferable, royalty free and sublicensable right and licence to use reproduce, modify, adapt, publish or display (in whole or in part) any intellectual property contained in the content of their entry, without royalty, payment or other compensation. Each Entrant agrees not to assert any moral rights in relation to such use and warrants that they have full authority to grant such rights.
19. The name and county of the winners can be obtained by sending an email, 28 days after the prize promotion closing date, to hello@QGOUK.com
20. The Promoter reserves the right, at its sole discretion, to eliminate or disqualify any entries or entrants that it regards as being in breach of these terms and conditions or the spirit of the Promotion. Those who try to circumvent the entry process and/or entry instructions by any method, will be disqualified and any prize award will be void.
21. Entry into the Promotion is at the entrant’s sole risk. To the extent permitted by law, neither the Promoter nor Supplier accept any responsibility for any damage, loss, liabilities, injury, costs, expenses or claims (whether in contract, tort or otherwise) suffered by entrants or any third parties arising out of or in connection with the Promotion and/or accepting a prize. The Promoter and Supplier further disclaim liability for any injury or damage to entrants or any other person relating to or resulting from participation with this Promotion save that nothing in these terms and conditions shall act to limit or exclude the Promoter and Supplier’s liability resulting from its negligence or fraud.
22. If for any reason, the Promotion is not capable of running as planned for reasons (including but not limited to tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of the Promoter which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion), the Promoter reserves the right (subject to any written directions given under applicable law) to disqualify any individual who tampers with the entry process and to cancel, terminate, modify or suspend the Promotion.
23. If an act, omission, event or circumstance occurs which are beyond the reasonable control of the Promoter and which prevents the Promoter from complying with these terms and conditions the Promoter will not be liable for any failure to perform or delay in performing its obligation.
24. The Promoter accepts no responsibility for system errors or other issues that may result in disruption to, lost, delayed or not received entries, winner notifications or prizes. The Promoter, the Supplier or its agencies will not be responsible for the non-inclusion of entries as a result of technical failures or otherwise, including any such failure which is within the control of The Promoter or its agencies.
25. Where a prize is provided by a Supplier, the Promoter accepts no responsibility for inaccuracy of any prize description, and The Supplier is responsible for prize fulfilment.
26. If any of these clauses should be determined to be illegal, invalid or otherwise unenforceable then it shall be severed and deleted from these Terms and Conditions and the remaining clauses shall survive and remain in full force and effect.
27. The Promoter and the Supplier reserve the right to cancel, amend, withdraw, terminate or temporarily suspend this promotion in the event of any unforeseen circumstances or technical reason outside its reasonable control, with no liability to any entrants or third parties but will use all reasonable endeavours to avoid consumer disappointment.
28. The decisions of the Promoter are final and binding in all matters relating to the Promotion and no correspondence will be entered into.
29. The Promotion and these terms and conditions, and any disputes arising therefrom, shall be subject to English law and the exclusive jurisdiction of the English and Welsh Courts.
30. Data Protection: Any personal information that entrants share with the Promoter will be kept secure and only used in line with these terms and conditions unless the entrant has opted in to future marketing from the Promoter and/or the Supplier. By entering the promotion, entrants agree that their information may be used by the Promoter to administer the promotion and winners consent to give their name and county for the winners’ list.
31. Our promotions and competitions are in no way sponsored, endorsed or administered by, or associated with, Facebook, Twitter or any other Social Network. You are providing your information to QGO UK and not to any other party. The information provided will be used in conjunction with the following
32. By entering any Facebook promotions, entrants confirm that they have read and agree to be bound by these terms and conditions and all rules and guidelines applicable to the use of Facebook including the rules located at http://www.facebook.com/terms.php
1.1. The following rules of interpretation apply in this Agreement:
1.1.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.1.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.1.3. A reference to writing or written includes email.
1.2. The following definitions apply in this Agreement:
1.1.1. “Agreement” means these Terms and Conditions together with the relevant Engagement Contract.
1.1.2. “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.1.3. “Company” means QGO Food Delivery Services Limited, or any affiliate company of them which is signatory to any accompanying agreement.
1.1.4. “Company Branding” means the “QGO Food Delivery Services” logo, name, website address and/or mobile or other application link.
1.1.5. “Company Policy” means any policy, current or future, put in place by the Company which the Restaurant is required to comply with. The Company reserve the right to update and supplement such policies at any time by giving written notice to the Restaurant.
1.1.6. “Confidential Information” includes but is not limited to:
22.214.171.124. Personal data identifying or relating to any of the Company’s customers (including but not limited to names, addresses and other personal information such as dietary requirements and details of other household members), suppliers or employees;
126.96.36.199. Training materials, and other confidential material provided to you during the course of the Agreement;
188.8.131.52. Details of relationships or arrangements with the Company’s other 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. suppliers and business partners, including but not limited to restaurants;
184.108.40.206. Details of the Company’s business methods, finances, pricing strategy, marketing or development plans or strategies; and
220.127.116.11. Any other information you know to have been divulged to you by the Company or by a third party in the course of performing the Services, in confidence
1.1.7. “Customer” means a user of the Platform, or the Restaurants direct services, for the purposes of food and/or drink order and/or delivery.
1.1.8. “Default” means any act or omission, or failure by the party to perform any relevant obligation for 90 consecutive days, or for 90 days out of a 120-day period.
1.1.9. Delivery Area” means a ten-mile radius from the Restaurant, unless otherwise agree by the Company in writing.
1.1.10. “Delivery Fee” means a fee charged to the Customer for the delivery of their Order.
1.1.11. “Delivery Services” means the transportation of Orders from the Restaurant to the Customer by QGO Drivers, within the Delivery Area.
1.1.12. “Engagement Contract” means the Engagement Contract (Restaurant Partner) signed by the Restaurant which forms part of this Agreement.
1.1.13. “Engagement Fee” means the fee payable by the Restaurant to the Company on initial engagement for set-up, detailed in the relevant Engagement Contract.
1.1.14. “Employees” includes agents, consultants, officers, representatives, sub-contractors or advisers.
1.1.15. “Equipment” means a touch screen terminal and thermal printer for the purposes of accepting and labelling Orders. It does not include the Software.
1.1.16. “Force Majeure Event” means events, circumstances or causes beyond a parties reasonable control including but not limited to:
18.104.22.168. An act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
22.214.171.124. War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo, rebellion, revolution, insurrection, or military or usurped power, or civil war;
126.96.36.199. Contamination by radio-activity from any nuclear fuel, or from any 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
188.8.131.52. Riot, commotion, strikes, go slows, lock outs or disorder; or
184.108.40.206. Acts or threats of terrorism.
1.1.17. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered.
1.1.18. “Marketing” means using Restaurant Branding in any marketing materials including in print or broadcast media, via the internet or mobile or other applications and on social media, and on the Platform, and expressly indicating that the Restaurant is available to receive Customer on the Platform.
1.1.19. “Menu” means the full selection of food and/or drink items which the Restaurant offers for Order by Customers.
1.1.20. “Order” means an order placed by a Customers for item(s) from the Menu.
1.1.21. “Platform” means any website, ordering platform, mobile application or other application made available by the Company.
1.1.22. “QGO Drivers” means drivers provided by QGO Food Delivery Services Limited, or an affiliate company of them.
1.1.23. “Restaurant” means the relevant restaurant engaging the Company for the Services.
1.1.24. “Restaurant Branding” means the relevant Restaurants logo, name, website address and/or mobile or other application link.
1.1.25. “Services” means a combination of one or more the following:
220.127.116.11. Display details of the Restaurant and their Menu on the Platform and facilitate a real-time ordering process enabling Customers to place Orders on the Platform; and
18.104.22.168. Deliver the Orders from the Restaurant to the Customer using QGO Drivers. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.
1.1.26. “Service Fees” means the fees charged by the Company for performing the Services.
1.1.27. “Software” means the software installed on the Equipment, in whichever version or format as supplemented and updated from time to time, including the source code and all Intellectual Property Rights therein.
1.1.28. “Territory” means the United Kingdom.
2.1. This Agreement is made up of these Terms and Conditions and the relevant Engagement Contract.
2.2. This Agreement governs the overall relationship between the parties.
2.3. This Agreement shall commence on the date it is signed by the Restaurant and shall continue until terminated in accordance with Clause 8.
2.4. If an inconsistency between the Terms and Conditions and the relevant Engagement Contract arise, the Terms and Conditions shall prevail (except to the extent stated otherwise in the relevant Engagement Contract).
2.5. This Agreement takes precedence over any other terms and conditions referred to in any documentation submitted by the Restaurant and any contrary provisions shall have no effect.
2.6. The Company reserves the right to make changes to this Agreement to comply with any laws or where the amendments will not materially affect the nature or quality of the Services, by giving written notice of any such changes to the Restaurant. Where changes are made other than as mentioned above, the Restaurant has the right to terminate the agreement in line with Clause 8 of these Terms and Conditions or Clause 8 of the relevant Engagement Contract. Where the Restaurant continues use of the Services after any amended Agreement becomes effective, this will constitute binding acceptance of the amended Agreement.
3. RESTAURANT OBLIGATIONS
3.1. The Restaurant shall:
3.1.1. Co-operate with the Company in all material matters relating to the service;
3.1.2. Provide such assistance as the Company shall reasonably require promptly, ensuring all information provided is complete and accurate in all 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. material respects;
3.1.3. Use all reasonable endeavours to perform its obligations in Clause 3 of the relevant Engagement Contract
3.1.4. Use all reasonable endeavours to meet or exceed the Service Expectations in Clause 5 of the relevant Engagement Contract;
3.1.5. Comply with any Company Policies;
3.1.6. Act reasonably and in good faith for the duration of the Agreement; and
3.1.7. Use reasonable care and skill when performing its obligations and comply with all laws.
4. COMPANY OBLIGATIONS
4.1. The Company shall use all reasonable endeavours to provide the Services;
4.1.1. In all material respects in accordance with their obligations under Clause 4 of the relevant Engagement Contract;
4.1.2. Meeting or exceeding the applicable Service Expectations in Clause 5 of the relevant Engagement Contract;
4.2. The Company shall use reasonable care and skill when providing the Services and apply with all laws.
5. SERVICE EXPECTATIONS
5.1. If either party Defaults on their obligations under Clause 5 of the relevant Engagement Contract, the defaulting party will be liable to remedy the Default in the manner required by the other party.
5.2. Where the defaulting party fails to remedy the Default or disagree with the manner of remedy required by the other party the matter will be referred to Alternative Dispute Resolution set out in Clause 14.
6. FEES & PAYMENT
6.1. The Restaurant shall pay the Engagement Fee and Service Fees in accordance with Clause 5 of the relevant Engagement Contract. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.
6.2. If either party fails to pay any sum due to the other party under this Agreement on the due date it shall owe interest on such sum from the due date up to and including the date of actual payment at the rate of 2% above the base rate of the Bank of England. Interest will accrue daily and shall be payable on demand.
6.3. The Company may set off any amount due to it, or any Company affiliated with it, by the Restaurant under the Agreement.
7. INTELLECTUIAL PROPERTY
7.1. Except where specifically stated otherwise in the Agreement:
7.1.1. The Company and its licensors shall retain ownership of, and the Restaurant shall not acquire any right, title or interest in or to, the Company’s Intellectual Property Rights where the Company controlled them before or after the date or this Agreement; and
7.1.2. The Restaurant and its licensors shall retain ownership of, and the Company shall not acquire any right, title or interest in or to, the Restaurants Intellectual Property Rights where the Restaurant controlled them before or after the date or this Agreement; and
7.2. The Restaurant grants the Company, and any company affiliated to it for the purposes of this Agreement, a non-exclusive, royalty-free, non-transferable licence to use the Restaurant Branding for the duration of the Agreement in the Territory:
7.2.1. On the Platform;
7.2.2. For Marketing purposes; and
7.2.3. As otherwise reasonably desirable or necessary to provide the Services to the Restaurant, with the prior written approval of the Restaurant.
7.3. The Company grants the Restaurant a non-exclusive, royalty-free, nontransferable licence to use the Company Branding for the duration of the Agreement in the Territory for the purposes of advertising the fact that the Company, or any company affiliated to it, provides the Services to the Restaurant.
7.4. The Restaurant shall only use the Company Branding provided to them by the Company, and shall not use any other logos, images or artwork to advertise their partnership. The Restaurant shall comply with any Company Policy relating to Company Branding.
7.5. The Restaurant warrants and undertakes that the Restaurant Branding does not and will not infringe the Intellectual Property Rights of any third party. The Restaurant shall indemnify the Company, and any company affiliated to it, in full against any Losses suffered or incurred by the Company, or any company 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. affiliated to it, arising out of or in connection with any claim brought against the Company, or any company affiliated to it, for alleged or actual infringement of a third party’s rights arising out of or in connection with the Restaurant Branding.
7.6. The Company warrants and undertakes that the Company Branding does not and will not infringe the Intellectual Property Rights of any third party. The Company shall indemnify the Restaurant in full against any Losses suffered or incurred by the Restaurant arising out of or in connection with any claim brought against the Restaurant for alleged or actual infringement of a third party’s rights arising out of or in connection with the Company Branding.
8.1. This Agreement will continue until one of the following occurs:
8.1.1. The Agreement is terminated in accordance with Clause 8 of the relevant Engagement Contract.
8.1.2. Without affecting any other right or remedy available to it, the Company terminates the Agreement with immediate effect due to a breach by the Restaurant of Clause 7.5 of these Terms and Conditions.
8.1.3. Without affecting any other right or remedy available to it, either party terminates the Agreement with immediate effect due to discovering that at any time the other party has done any act or thing that contravenes anti-bribery, anti-corruption, or anti-slavery laws (including any regulations, statutes, codes, sanctions or other).
9.1. Nothing in this Agreement will limit or exclude either party’s liability for:
9.1.1. Death or personal injury caused by negligence of that party or its Employees;
9.1.2. Fraud or fraudulent misrepresentation; or
9.1.3. Any other liability to the extent that it cannot be excluded or limited by law.
9.2. Subject to Clause 9.1 of these Terms and Conditions, neither party shall have any liability to the other in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement whether direct or indirect, or for any special, indirect consequential loss for loss of:
9.2.2. Sales or business; 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.
9.2.3. Agreements or contracts; or
9.2.4. Use or corruption of software, data or information 10. CONFIDENTIALITY 10.1. Clause 10 does not apply to Confidential Information which was in the public domain before it was provided to or made available to the relevant party, or where it entered the public domain after it was provided to or made available to the relevant party by means other than a breach of Clause 15 or where the relevant party had knowledge of a breach by any third party.
10.2. Neither party shall use the other party’s Confidential Information for any purpose other than understanding, exercising its rights, or performing its obligations under this Agreement.
10.3. Each party undertakes that it shall not at any time during the term or after the termination of this agreement disclose, or cause to allow to be disclosed, to any person any Confidential Information concerning the business, affairs, clients or contractors of the other party, except:
10.3.1. To its Employees who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its Employees to whom it discloses the other party’s Confidential Information comply with this Clause 10; or
10.3.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.4. Neither party shall directly or indirectly make derogatory or detrimental remarks about the other party or its Employees either verbally or in writing, including but not limited to on any social media platform.
11. FORCE MAJEURE, VARIATION & SEVERANCE
11.1. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from a Force Majeure Event, provided that party uses all reasonable efforts to remedy and mitigate the effects of the Force Majeure Event.
11.2. Except as set out in this Agreement, no variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.3. If any provision or part-provision of the 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 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. 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 the Agreement.
12. ENTIRE AGREEMENT & THIRD-PARTY RIGHTS
12.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2. The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.
12.3. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
12.4. Nothing in this Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter in to any commitments for or on behalf of the other party.
12.5. Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the of the other party, such consent not to be unreasonably withheld.
13.1. Any notice or other communication given to a party under or in connection with the Agreement shall be delivered in writing to its registered office (if a company) or its principal place of business (in any other case).
13.2. Any notice or communication shall be deemed to have been received:
13.2.1. If delivered by hand, on signature of a delivery receipt;
13.2.2. If sent by pre-paid first-class post or other next working day delivery service, at 09:00 on the second Business Day after posting;
13.2.3. If sent by email, at the time of sending or if after 16:00, 09:00 on the next Business Day
13.3. Clause 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. resolution.
14. GOVERNING LAW, JURISDICTION & ALTERNATIVE DISPUTE RESOLUTION
14.1. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
14.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
14.3. If a dispute arises out of or in connection with the Agreement, its performance, validity or enforceability (“Dispute”) then except as expressly provided for in the Agreement, the parties shall use the following procedure:
14.3.1. Either party may call a meeting of the parties by giving not less than 15 Business Days’ written notice to the other, and each party shall procure that a least one authorised representative of that party attends all such meetings;
14.3.2. Those attending the relevant meeting shall use all reasonable endeavours to resolve the Dispute. If the meeting fails to resolve the Dispute within 15 Business Days of it being referred to it, either party may refer the Dispute to a person of appropriate seniority of the other party by notice in writing, who shall co-operate in good faith to resolve the Dispute as amicably as possible within 15 Business Days of the Dispute being referred to them;
14.3.3. If the person of appropriate seniority fails to resolve the Dispute in the allotted time, the parties may within that period agree in writing to enter into an alternative dispute resolution procedure with the assistance of a mediator agreed by the parties; and
14.3.4. If the parties reach a settlement, such settlement shall be reduced to writing and, once signed by an authorised representative of each of the parties, shall be and remain binding on the parties.
14.4. The procedure in Clause 14, if used, shall be binding on the parties with regard to participation in a mediation but not as to its outcome. All negotiations connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any legal proceedings. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.
14.5. Nothing in Clause 14 restricts either party from seeking any equitable remedy in the courts in accordance with.
15. DATA PROTECTION In this Clause the following additional definitions apply:
“Controller”, “Processor”, “Data Subject”, “international organisation”, “Personal Data” and “processing” all have the meanings given to them in DP Laws (and related terms like “process” shall have corresponding meanings).
“Complaint” means a complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a regulator or Supervisory Authority.
“Data Subject Request” means a request made by a Data Subject to exercise any of their rights under DP Laws.
“DPIA” means a data protection impact assessment, as described in DP Laws.
“DP Laws” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Restaurant, the Company and/or the Services, including:
(1) Any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive);
(2) The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR;
(3) Any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable
“DP Losses” means all liabilities, including:
(1) Costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and
(2) To the extent permitted by law:
(a) Administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority or any other relevant regulatory 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. authority;
(b) Compensation to a Data Subject ordered by a Supervisory Authority, court or other tribunal of competent jurisdiction; and
(c) The costs of compliance with investigations by a Supervisory Authority or any other relevant regulatory authority.
“Personal Data Breach” means a breach of security or other action or inaction leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Protected Data.
“Protected Data” means Personal Data received from or on behalf of the Customer for the purposes of placing an Order.
“Sub-Processor” means another Processor used by either party for processing activities in relation to the Protected Data.
“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.
15.1.1. The Restaurant shall:
22.214.171.124. Make a record of any allergy information provided by the Customer, provided against the relevant Order number (not the Customer name);
126.96.36.199. Not attempt to access or use any Order Info more than 48 hours after the Order was placed (or permit any other person to do so); and
188.8.131.52. Not otherwise process the Order Info for any purpose other than fulfilment of the Order, and in particular shall not copy or record for its own purposes any Protected Data.
15.1.2. If the Restaurant reasonably requires access to the Protected Data following the date of this Agreement for lawful purposes to:
184.108.40.206. Deal with a Customer complaint; or
220.127.116.11. Respond to a Data Subject Request, (together, the “Agreed Purpose”), then the Company shall, upon written request, provide Restaurant with access to the Protected Data to the extent required for the Agreed Purpose. 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved.
15.1.3. The Company shall provide through the Equipment to the Restaurant:
18.104.22.168. Sufficient details of the Customer’s Order to allow the Restaurant to process and fulfil the Order;
22.214.171.124. Details of any allergy information provided to it by the Customer in connection with the Order; and
126.96.36.199. Customer name and delivery location details, where it is necessary to use the Equipment to generate a label to be affixed to the Order, (together, the “Order Info”).
15.2. Data processing obligations
15.2.1. The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller in common (and not a joint controller).
15.2.2. Each party shall comply with DP Laws and its obligations under this Agreement in connection with the processing of Protected Data. The Restaurant shall only use Protected Data for the purpose of processing fulfilling the Order in accordance with paragraph 2 or for the Agreed Purpose.
15.2.3. Applicable DP Laws may in the future change, or be scheduled to change, in a way that either party considers this Agreement is no longer adequate for the purpose of the data sharing arrangements envisaged hereunder. In such circumstances, upon request by either party, the parties (acting reasonably and in good faith) shall promptly meet to discuss, agree and document appropriate changes to the Agreement.
15.2.4. Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint. The Restaurant shall notify the Company of Data Subject Requests within 3 days of receipt by the Restaurant of such Data Subject Requests.
15.2.5. Each party agrees to provide reasonable and prompt assistance to the other party as necessary to enable the other party to comply with Data Subject Requests and/or to respond to any other queries or Complaints received from Data Subjects or Supervisory Authorities and, in each case, related to the Protected Data.
15.2.6. In respect of any Personal Data Breach (actual or suspected) related to the Protected Data, the Restaurant shall notify the Company of the breach without undue delay (but no later than 24 hours after becoming 1 Copyright © QGO Logistical Systems Limited 2020. All rights reserved. aware of the Personal Data Breach) and provide the Company without undue delay (wherever possible, within 24 hours of becoming aware of the breach) with all details relating to the breach as the Company reasonably requires.
15.2.7. To the extent permitted by law, neither party shall:
188.8.131.52. Notify a Supervisory Authority or Data Subject of any Protected Data Breach; or
184.108.40.206. Issue any public statement about or otherwise notify any Data Subject of any Protected Data Breach, without first consulting with, and obtaining the consent of, the other party, such consent not to be unreasonably withheld or delayed.
15.2.8. The Restaurant shall not retain or process any Protected Data for longer than is necessary in connection with carrying out the Agreed Purpose, or, if longer, to adhere to its binding requirements in law.
15.2.9. The Restaurant shall without undue delay, and at the Company’s written request, either permanently and securely delete or securely provide all of the Protected Data to the Company once processing by the Restaurant of the Protected Data is no longer required for a specific Agreed Purpose. This requirement shall not apply to the extent retention and storage of any data is required for the Restaurant’s own legitimate record keeping purposes or by law (in which case the Restaurant shall ensure that such retention and storage is in compliance with DP Laws).
15.2.10. Each party (the “Indemnifying Party”) shall indemnify and keep indemnified the other party (the “Indemnified Party”) in respect of all DP Losses suffered or incurred by the Indemnified Party, arising from or in connection with any breach by the Indemnifying Party or any of its Data Processors and sub-Processors of its obligations under this Schedule.
15.2.11. Each party shall provide reasonable assistance, information and cooperation in connection with the Protected Data to the other party to assist the other party to ensure compliance with its obligations under DP Laws.