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Our Privacy Policy

Last Modified: 09/07/2026

At CTRL Commerce, we are fully committed to ensuring that your data is protected and your privacy is respected.
CTRL Commerce ("CTRL Commerce", "we" or "us") is responsible for the personal data collected on this site www.ctrl-commerce.com ("site") and is the controller of that data. We are a company registered in the United Kingdom with company number 14493495 and a registered office at Unit 4, Perrywood Business Park, Honeycrock Lane, Redhill, RH1 5DZ. We have a Data Protection Officer, who you can contact using the details set out at the end of this policy.
What is this policy for?
This policy will inform you about what personal data we collect through this site as well as your other interactions with us. It will tell you why we collect your data, how we use it, who we share it with, and what rights you have in relation to it. Nothing in this privacy policy shall limit your legal rights in relation to your personal data. It is important that you read this policy together with any other privacy notice or fair processing notice we may provide at the point of collecting or processing your personal data. This policy supplements those notices and is not intended to override them. However, it does supersede earlier versions of this policy. This site includes links to websites which may allow third parties to collect or share your personal data. We cannot control their use of your data and are not responsible for it. Those third parties will have their own privacy policies, and we encourage you to read them before sharing any of your personal data with them. What data do we collect about you?
Personal data includes any information about an individual from which that person can be identified. This does not include data where the individual's identity has been removed, such as statistical data about the use of our site. We may collect, use, store, and transfer the following types of personal data: Contact: Name, email addresses, postal addresses, phone numbers, and other details you provide when you contact us or submit a form. Profile: Your preferences, interests, feedback, survey responses, and other data you provide when engaging with our site. Technical: IP address, operating system and platform, browser type and version, time zone setting, location data, device cookie and identification, and other identifying information required for your device to communicate with our site. Marketing and Communications: Your preferences for receiving marketing communications and your communication preferences.
We do not intend to collect any 'special categories of personal data' (i.e., information about your race, ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic or biometric data).How is your personal data collected?
We collect your personal data through a number of sources. For example: You may give us your personal data directly when you: submit information to us through our site (e.g., by filling in forms); when you order goods or services from us; when you correspond with us by post, phone, email, or otherwise; contact us by social media; request information from us; subscribe to any publications that we offer; request marketing to be sent to you; enter a competition, promotion, or survey or provide feedback. We may also get the following data about you from third parties: providers of payment services. We may get the following data about you from publicly available sources: such as Companies House, the Electoral Register, and the Bankruptcy or Insolvency Register. We may automatically collect data from or about you or your device, including technical data about your device and browsing, and profile data collected using cookies, online identifiers, or other similar technologies. Please see our cookie policy for more information.
How do we use your personal data?
We will only use your information where we have a lawful basis to do so. Below we have set out how we plan to use the personal data we hold about you and explained the lawful basis for each:

1.1 The Licensee wishes to utilise the services of CTRL Commerce in accordance with this Agreement.

1.2 This Agreement is non-exclusive. In particular, but without limitation, CTRL Commerce reserves the right to licence other third parties to use the CTRL Commerce System.

1.3 Capitalised terms have the meanings specified in the glossary set out at Annex 1 or as set out in the Front Sheet.

SERVICES

2.1 CTRL Commerce shall provide to the Licensee:

2.1.1 the Services in accordance with these Standard Terms;

2.1.2 Additional Services in accordance with any agreed Service Schedule; and

2.1.3 System Development Services in accordance with any agreed Statement of Work.

2.2 Subject to the terms and conditions of this Agreement and the payment of the Fees, CTRL Commerce hereby grants to the Licensee a non-exclusive, non-transferable right to access and use the CTRL Commerce System and to permit the Authorised Users to use the CTRL Commerce System during the term of this Agreement solely for the Licensee's business operations in connection with the sale of Products by the Licensee.

2.3 In relation to the Authorised Users, the Licensee undertakes that each Authorised User shall keep a secure password for his use of the CTRL Commerce System.

2.4 The Licensee shall not and shall procure that Authorised Users shall not access, store, upload, distribute or transmit any Viruses, or any material during the course of its use of the CTRL Commerce System that is: unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or facilitates illegal activity; or depicts sexually explicit images; or promotes violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property. CTRL Commerce reserves the right, without liability or prejudice to its other rights to the Licensee, to disable access to any material that breaches the provisions of this clause.

2.5 The Licensee shall not and shall not permit or assist any Authorised User or other third party to:

2.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

2.5.1.1 and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software used in the CTRL Commerce System and/or Documentation (as applicable) in any form or media or by any means; or

2.5.1.2 attempt to reverse compile, disassemble or reverse engineer all or any part of the CTRL Commerce System; or

2.5.2 access all or any part of the CTRL Commerce System and Documentation in order to build a product or service which competes with the CTRL Commerce System, any of the Services and/or the Documentation; or

2.5.3 use the Services and/or Documentation to provide services to third parties (other than to assist in making sales of Products to Customers); or

2.5.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the CTRL Commerce System, Services and/or Documentation available to any third party except Authorised Users; or

2.5.5 attempt to obtain, or assist third parties in obtaining, access to the CTRL Commerce System and/or Documentation or the benefit of the Services, other than as provided under this clause 2.

2.6 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the CTRL Commerce System, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify CTRL Commerce.

2.7 The Licensee shall ensure that Authorised Users use the CTRL Commerce System and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement.

2.8 Without limiting its other rights and remedies (including CTRL Commerce's rights to terminate under the Agreement), CTRL Commerce may suspend or permanently remove the Licensee and/or any Authorised User from accessing the whole or any part of the CTRL Commerce System, the Services, the Documentation, or other services and documentation, without liability to the Licensee, immediately (or following such notice period as CTRL Commerce sees fit) by giving written notice to the Licensee where it reasonably believes that the Licensee or the relevant Authorised User has breached, or not acted in accordance with, a term of this Agreement;

2.9 Notwithstanding the Licensee's obligation to protect the security and confidentiality of the Authorised User information, the Licensee hereby grants CTRL Commerce permission to obtain and use Authorised User information which it deems necessary for the proper performance of its Services, including Authorised User IP addresses, company names and registered numbers, to enable it to determine the applicable Service Fee, provide the Services efficiently and to monitor use of the same for security and compliance with this Agreement.

2.10 If the CTRL Commerce System enables or assists the Licensee or Authorised Users to access any third-party websites or systems, then the Licensee does so solely at its own risk. CTRL Commerce shall have no liability or obligation whatsoever in relation to the content or use of any such third-party websites or systems, or any transactions entered into by the Licensee or Authorised Users with any such third party.

2.11 The rights provided under this clause 2 are granted to the Licensee only, and shall not be considered granted to any subsidiary or holding company of the Licensee.

2.12 Nothing in this Agreement shall, or is intended to, prevent CTRL Commerce from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are the same as or similar to those provided under this Agreement.

2.13 During the term of this Agreement CTRL Commerce shall not and shall use its reasonable endeavours to ensure that none of its directors, officers or senior employees make any statement in any public appearance, publication, website, or social media, that is defamatory, disparaging of or derogatory to the Licensee. This obligation shall also apply to statements made by any staff member of CTRL Commerce acting in the course of their employment.

SUPPORT

3.1 CTRL Commerce shall use commercially reasonable endeavours to make the CTRL Commerce System available 24 hours a day, seven days a week, except for any planned maintenance carried out during the maintenance window of 7.00pm to 5.00am UK time and any unscheduled maintenance performed outside Normal Business Hours, provided that in the case of unscheduled maintenance CTRL Commerce has used reasonable endeavours to give the Licensee at least 6 Normal Business Hours' notice in advance.

3.2 The Platform Services include support during Normal Business Hours in accordance with Annex 2 as amended by CTRL Commerce in its sole and absolute discretion from time to time.

3.3 CTRL Commerce undertakes that the Platform Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. If the Platform Services do not conform with this undertaking, CTRL Commerce will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Subject to clause 3.4, such correction or substitution constitutes the Licensee’s sole and exclusive remedy for any breach of the undertaking set out in this clause 3.3.

3.4 If CTRL Commerce is unable to correct a P1 Fault or P2 Fault (as defined in Annex 2) or provide the Licensee with a Solution within one Business Day (in the case of P1 Faults) or three Business Days (in the case of P2 Faults), the Licensee may serve notice of termination under clause 12.2.

3.5 The provisions of this clause 3 do not apply to the Additional Services or System Development Services.

3.6 Notwithstanding the foregoing, CTRL Commerce:

3.6.1 does not warrant that the Licensee's use of the CTRL Commerce System will be uninterrupted or error-free; or that the CTRL Commerce System, Platform Services, Documentation and/or the information obtained by the Licensee through the CTRL Commerce System will meet the Licensee's requirements; and

3.6.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the CTRL Commerce System and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

3.6.3 is not responsible for any loss of functionality or impact on the functionality of the CTRL Commerce System that is caused by a third party.

3.7 The undertaking at clause 3.3 shall not apply to the extent of any non-conformance which is caused by use of the CTRL Commerce System contrary to CTRL Commerce's instructions, or modification or alteration of the CTRL Commerce System by any party other than CTRL Commerce or CTRL Commerce's duly authorised contractors or agents.

3.8 CTRL Commerce shall not knowingly access, store, upload, distribute or transmit any Viruses, or any material in connection with its hosting and management of the CTRL Commerce System that is: unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or facilitates illegal activity; or depicts sexually explicit images; or promotes violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property.

LICENSEE'S OBLIGATIONS

The Licensee undertakes and agrees with CTRL Commerce:

4.1 To indemnify CTRL Commerce against any liabilities incurred by CTRL Commerce:

4.1.1 as a result of the Licensee or any Authorised User breaching any law from time to time in force in the Territory;

4.1.2 as a result of any failure by the Licensee or any Authorised User to comply with the terms of this Agreement; and

4.1.3 arising from the Licensee's or any Authorised Users importation of Products into, or sale of Products in, the Territory using the CTRL Commerce System.

4.2 The Licensee shall:

4.2.1 provide CTRL Commerce with all necessary co-operation in relation to this Agreement and access to such information as may be required by CTRL Commerce in order to provide the Services, including but not limited to Data, security access, information and configuration services;

4.2.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;

4.2.3 be solely responsible for all Customer services, including the procurement and delivery of all Products, managing payments (including invoicing and cash collection) and resolving complaints;

4.2.4 ensure that Authorised Users use the CTRL Commerce System and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

4.2.5 ensure that its network and systems comply with the relevant specifications provided by CTRL Commerce from time to time;

4.2.6 be solely responsible for procuring and maintaining its own computer hardware and broadband Internet connection, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's hardware and Internet connection;

4.2.7 inform CTRL Commerce in writing of any change of Control of the Licensee or its business, such notification to be provided no later than 7 days after any such change of Control has been made public and shall include details of the changes that have been made public; and

4.2.8 where there is a change of Control of the Licensee or an acquisition of the business or assets of the Licensee by a competitor to CTRL Commerce, the Licensee will notify CTRL Commerce. The Licensee undertakes that it shall not without the prior written consent of CTRL Commerce provide to a competitor of CTRL Commerce, or permit access to, any of CTRL Commerce's Confidential Information before or after the start of any involvement of a competitor in the business of the Licensee (such as an acquisition of the business of the Licensee by a competitor, or of any shares of the Licensee, whether or not a change of Control occurs).

4.3 During the term of this Agreement the Licensee shall not and shall use its reasonable endeavours to ensure that none of its directors, officers or senior employees commit any act or make any statement in any public appearance, publication, website, or social media, that is defamatory, disparaging of or derogatory to CTRL Commerce. This obligation shall also apply to statements made by any staff member of the Licensee acting in the course of their employment.

PAYMENTS

5.1 The Set-Up Fee shall be payable by the Licensee to CTRL Commerce as specified on the Front Sheet or, if no alternative circumstances are specified, on the Commencement Date.

5.2 The Licensee agrees to pay:

5.2.1 the Service Fee and the Set-Up Fee in consideration of the grant of licence in clause 2.2 and the Platform Services provided by CTRL Commerce;

5.2.2 the Additional Service Fee in respect of the Additional Services;

5.2.3 the System Development Services Fee in respect of the System Development Services; and

5.2.4 the Data Access Fee in respect of the Continued Data Access during the Data Access Duration.

5.3 CTRL Commerce shall invoice the Licensee as follows:

5.3.1 Service Fee: the Service Fee shall be invoiced monthly in advance at the fixed monthly amount determined by reference to the applicable Service Fee Turnover Bands set out in the Front Sheet;

5.3.2 Set-Up Fee: in full in advance of the provision of the Configuration Services or at any time thereafter;

5.3.3 Data Access Fee: in full in advance of the Continued Data Access or at any time thereafter;

5.3.4 Additional Service Fee: as set out in the relevant Service Schedule or, if not set out, from the end of each month for the Additional Services performed and/or provided during that month;

5.3.5 System Development Services Fee: as set out in the relevant Statement of Work or, if not set out, from the end of each month for the System Development Services performed and/or provided during that month.

5.4 The Licensee shall pay all invoices in full (and without set-off) within 30 days of the date of invoice to the bank account details specified on the invoice.

5.5 CTRL Commerce may, at its sole discretion, collect any sums due under this Agreement by Direct Debit using any valid Direct Debit mandate provided by or on behalf of the Licensee. Collection of payment by Direct Debit shall not limit CTRL Commerce's right to require payment by any other method permitted under this Agreement.

5.6 The Licensee shall provide to CTRL Commerce such accurate and up-to-date information as CTRL Commerce may reasonably require to determine the Annual Turnover, the applicable Service Fee Turnover Band, the applicable Service Fee and any other Fees due and payable under this Agreement, including turnover information relating to any additional Brands or Business User Brands operating through the CTRL Commerce System.

5.7 All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.

5.8 Without prejudice to any other right or remedy that it may have, if the Licensee fails to pay CTRL Commerce any sum due under this Agreement on the due date for payment:

5.8.1 the Licensee shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Such interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

5.8.2 CTRL Commerce may suspend or permanently remove the Licensee's access to the whole or part of the CTRL Commerce System and/or the Services until payment has been made in full.

INCREASES

6.1 CTRL Commerce may increase:

6.1.1 the fixed monthly Service Fee amounts set out in the Service Fee Turnover Bands in the Front Sheet;

6.1.2 the Additional Service Fee; and/or

6.1.3 the System Development Services Fee,

with effect from the first day of each Year to reflect increases in the RPI and/or, in the case of the Additional Service Fee only, increases in or to the cost of Third Party Costs during the previous year. No increase shall be effective before Year 2.

6.2 CTRL Commerce shall give the Licensee not less than one month's prior notice in writing of proposed increases ("Increase Notice"). The Licensee shall have 10 Business Days from its receipt of an Increase Notice to notify CTRL Commerce in writing that it objects to the proposed increase ("Objection Notice"). If CTRL Commerce has not received an Objection Notice within such timeframe, the Licensee shall be deemed to have accepted all increases proposed by CTRL Commerce. If the Licensee issues an Objection Notice within the relevant timeframe and the parties have not resolved the dispute within 30 days of CTRL Commerce's receipt of such Objection Notice, the dispute shall be resolved in accordance with clause ‎‎‎28 (Disputes, Governing Law And Jurisdiction).

6.3 Pending resolution of any dispute relating to a proposed increase to the Service Fee, Additional Service Fee, and/or System Development Services Fee, the Service Fee, Additional Service Fee, and/or System Development Services Fee then in force shall continue to apply. Once such dispute has been resolved, any increased Service Fee, Additional Service Fee, and/or System Development Services Fee shall be deemed to apply with effect from the first day of the relevant Year. Within one month of such appropriate increase being determined, the Licensee shall pay CTRL Commerce any outstanding sums due in respect of the provision by CTRL Commerce to the Licensee of access to the CTRL Commerce System (other than in respect of the Continued Data Access), Additional Services, and/or System Development Services since the first day of the relevant Year, together with any applicable VAT.

COMPLIANCE WITH LAWS AND REGULATIONS

7.1 The Licensee warrants to CTRL Commerce that:

7.1.1 the Products to be delivered to Customers will, on arrival in the Territory, comply with all Applicable Laws concerning design, manufacture, construction, composition, packaging and labelling, being those in force at the date of this Agreement; and

7.1.2 the Products may be lawfully offered for sale and sold (and performed in the case of services) in the Territory.

7.2 The Licensee shall comply with all relevant laws and regulations concerning marketing and sale of the Products in the Territory. Unless otherwise agreed by CTRL Commerce in writing, the responsibility for product liability in respect of the Products shall vest with the Licensee.

BRAND AND LICENSEE CONTENT

8.1 CTRL Commerce acknowledges that ownership of Intellectual Property Rights in the Brand, the Licensee Content and the Licensee's business shall, as between the Licensee and CTRL Commerce, belong to and be vested in the Licensee. Except as expressly stated herein, this Agreement does not grant CTRL Commerce any Intellectual Property Rights in respect of the Brands and Licensee Content.

8.2 The Licensee grants to CTRL Commerce a non-exclusive, non-transferable limited licence to use the name of the Licensee, the Brands and the Licensee Content as may be required for CTRL Commerce to properly perform the Services and its obligations under this Agreement, including the branding of aspects of the CTRL Commerce System.

8.3 CTRL Commerce accepts that it is only permitted by the Licensee to use the name of the Licensee, the Brands and the Licensee Content in accordance with the terms of this Agreement and the Licensee's brand guidelines notified to CTRL Commerce in writing from time to time. The Licensee shall provide CTRL Commerce with a complete copy of its current brand guidelines (if any) within 5 Business Days of the date the Licensee signs the Front Sheet and any changes to the guidelines shall be notified to CTRL Commerce by the Licensee promptly in writing.

8.4 The Licensee warrants that all Intellectual Property Rights in the Brands and the Licensee Content are legally and beneficially owned by the Licensee and do not to the knowledge of the Licensee infringe the rights of any third party. The Licensee hereby indemnifies CTRL Commerce and holds CTRL Commerce harmless from and against any claim, demand, action, suit, penalty and any cost, loss, liability or expense (including any reasonable fees and expenses) arising from any breach of this warranty.

8.5 Upon expiration or termination of this Agreement CTRL Commerce will cease using the Brand and the Licensee Content.

INTELLECTUAL PROPERTY

9.1 The Licensee acknowledges and agrees that CTRL Commerce and/or its licensors own all Intellectual Property Rights in and to the CTRL Commerce System, the Services and the Documentation (including any updates and developments to any of the foregoing) and that CTRL Commerce's business and the goodwill connected with that are CTRL Commerce's property. Except as expressly stated herein, this Agreement does not grant the Licensee any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the CTRL Commerce System, the Services or the Documentation.

9.2 CTRL Commerce hereby indemnifies the Licensee and holds the Licensee harmless from and against any claim, demand, action, suit, penalty and any loss, liability or reasonable cost and or expense (including reasonable legal fees) for actual or alleged infringement of a third party's Intellectual Property Rights in the CTRL Commerce System (excluding the Products and Licensee Materials) or Documentation. The Licensee shall abide by the provisions of clause ‎8.7 in relation to any matter which has or may give rise to a claim under this indemnity.

9.3 Each party accepts that:

9.3.1 it is only permitted to use the Intellectual Property Rights of the other party for the purposes of and during the term of this Agreement and only as authorised by the other party hereunder;

9.3.2 other than to that extent, it has and shall have no right to use or to allow others to use the Intellectual Property Rights of the other party or any of it. It shall not seek to register any Intellectual Property Rights on behalf of the other party without the other party’s express consent;

9.3.3 it shall not during the term of this Agreement knowingly do or omit to do or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property Rights of the other party.

9.4 The Licensee accepts that it shall not use any trade marks, trade names or get-up which resemble CTRL Commerce's trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public.

9.5 Each party shall notify the other party of any actual, threatened or suspected infringement of any Intellectual Property Rights of the other party of which it becomes aware.

9.6 The Licensee shall, at the request and expense of CTRL Commerce, take all such steps during the term of this Agreement as CTRL Commerce may reasonably require to assist CTRL Commerce in maintaining the Intellectual Property Rights as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters. CTRL Commerce shall, at the request and expense of the Licensee, take all such steps during the term of this Agreement as the Licensee may reasonably require to assist the Licensee in maintaining its Intellectual Property Rights as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters. Neither party shall, without prior consultation with the other party whose Intellectual Property Rights are affected, make any admission in relation to the other party’s Intellectual Property Rights in connection with an Intellectual Property Rights claim by a third party.

9.7 The Licensee shall, immediately it becomes aware of (i) a Relevant Claim or (ii) any matter which may result in a Relevant Claim:

9.7.1 give notice to CTRL Commerce of the details of the matter;

9.7.2 afford access to CTRL Commerce and permit copies to be taken of any relevant materials, records or documents as CTRL Commerce may require to take action under clause ‎8.7.3, subject to the Licensee’s right to exclude, acting reasonably, any Licensee Materials that are unrelated to the Relevant Claim.

9.7.3 allow CTRL Commerce the exclusive conduct of any proceedings and take whatever action as CTRL Commerce shall direct to defend or resist the matter, including the use of professional advisers nominated by CTRL Commerce; and

9.7.4 not admit liability or settle the matter without the prior written consent of CTRL Commerce.

DATA

10.1 The Licensee shall own all right, title and interest in and to all of the Data and Licensee Materials and shall have sole responsibility for the accuracy and quality of any Data and Licensee Content supplied by the Licensee to CTRL Commerce.

10.2 In the event of any loss or damage to any Data, the Licensee's sole and exclusive remedy shall be for CTRL Commerce to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by CTRL Commerce. CTRL Commerce shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party (except those third parties sub-contracted by CTRL Commerce to perform services related to data maintenance and back-up).

10.3 The Licensee understands and agrees that, during the term and after termination of this Agreement, CTRL Commerce has the right to use the Data in an anonymised format and to combine it with: (i) data from any other company affiliated with CTRL Commerce; and/or (ii) data from any other licensees , in each case for the purposes of general analysis, performance reviews, forecasting, and other business purposes. CTRL Commerce shall own the copyright and database rights in and to any dataset created or developed by CTRL Commerce that incorporates (in whole or in part) the anonymised Data.

10.4 The parties acknowledge that a Customer may be a customer of another Licensee in CTRL Commerce's network and whatever information about such Customers that has been provided under this separate Licensee relationship is not part of the Licensee's Data and it is to be kept separate by CTRL Commerce.

10.5 CTRL Commerce may not use the Data obtained pursuant to this Agreement to send marketing communications to Customers save to the extent that (i) such communications are sent via the CTRL Commerce System by the Licensee; or (ii) the Customers are or become customers of other Licensees in CTRL Commerce's network; or (iii) the Customers of the Licensee are or become customers of any other company affiliated to CTRL Commerce.

10.6 CTRL Commerce may process personal data on behalf of the Licensee (including Data relating to Customers supplied to CTRL Commerce by the Licensee) (being Processed Data) in order to support the Licensee when performing its obligations under this Agreement. The parties record their intention in respect of the Processed Data that CTRL Commerce shall usually be a Processor but may be an independent Controller in its own right of personal data relating to the Licensee's personnel that CTRL Commerce may process for the purposes of giving effect to this Agreement.

10.7 Each party shall comply with all applicable requirements of the Data Protection Laws. These terms do not relieve, remove or replace a party's obligations under the Data Protection Laws.

10.8 Where CTRL Commerce processes personal data on behalf of the Licensee (as further set out at Annex 3):

10.8.1 the only personal data and categories of data subjects processed are that which are made available to CTRL Commerce by the Licensee or for the purposes of providing the Services. If the subject matter, nature, purposes, duration and categories of data subject and personal data processed changes, the parties shall agree this in writing;

10.8.2 CTRL Commerce shall process Processed Data in accordance with the Licensee's written instructions unless CTRL Commerce is required to process it for other purposes by Applicable Laws (in which case CTRL Commerce shall give the Licensee prior written notice of that requirement unless the relevant law prohibits the giving of notice). The parties agree that processing the Processed Data in accordance with this clause 9 constitutes the written instructions of the Licensee, however these written instructions may be amended from time to time in compliance with Data Protection Laws;

10.8.3 CTRL Commerce shall:

10.8.3.1 keep Processed Data confidential;

10.8.3.2 taking account of the nature of the processing, take appropriate technical and organisational measures to ensure the security of Processed Data;

10.8.3.3 at the cost of the Licensee: assist the Licensee to comply with requests from Data Subjects to exercise their rights under Data Protection Laws and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

10.8.3.4 notify the Licensee without undue delay on becoming aware of a non-trivial Data Breach;

10.8.4 the Licensee generally authorises CTRL Commerce to engage further Processors to process the Processed Data, subject to these further Processors having entered into a written agreement with CTRL Commerce incorporating data protection terms which substantially reflect the requirements of the Data Protection Laws. CTRL Commerce shall provide a list to the Licensee from time to time of further Processors used in the processing of such personal data. As between the Licensee and CTRL Commerce, CTRL Commerce shall remain fully liable for all acts or omissions of any third party Processor appointed by it pursuant to this clause;

10.8.5 the Licensee shall notify CTRL Commerce in writing if it requires assistance from CTRL Commerce in relation to the security of processing of the Processed Data, complying with requests from data subjects to exercise their rights under Data Protection Laws, notification of Data Breaches (as defined below) affecting the Processed Data, and completing data protection impact assessments for the processing of the Processed Data. CTRL Commerce shall provide reasonable assistance to the Licensee and such assistance shall be at the Licensee's cost;

10.8.6 CTRL Commerce shall, at the choice of the Licensee, delete or return all Processed Data to the Licensee on the later of: (i) termination or expiry of this Agreement; and (ii) the effective date of expiry of any Data Access Duration (including any extension of the Data Access Duration agreed in writing by the parties), but CTRL Commerce shall not be required to:

10.8.6.1 delete (and may retain a copy of) the Processed Data if it is required to keep a copy under Applicable Laws, the Licensee cannot require CTRL Commerce to delete copies of Processed Data that CTRL Commerce holds as Controller or as Processor for another Licensee; and

10.8.6.2 delete any Processed Data that CTRL Commerce has archived on back-up systems, provided that such Processed Data is securely isolated and protected from further Processing;

10.8.7 in fulfilment of CTRL Commerce's obligation to demonstrate compliance with this clause 9.8, CTRL Commerce shall:

10.8.7.1 make available to the Licensee information on its processing of the Processed Data; and

10.8.7.2 permit the Licensee, no more than once a Year, during CTRL Commerce's business hours on Business Days, and upon prior written notice to CTRL Commerce, to inspect CTRL Commerce's documents and electronic data solely related to the Processed Data, in order to audit that CTRL Commerce is complying with its obligations under the Data Protection Laws relating to the processing of the Processed Data.

10.8.8 CTRL Commerce shall ensure that all natural persons authorised by it or its Processors to process the Processed Data are subject to a binding written obligation to keep the Processed Data confidential;

CTRL Commerce may transfer personal data outside of the UK and the EEA where it is permitted to do so by the Licensee and in compliance with the Data Protection Laws. The transfers described in paragraph 6 of Annex 3 are hereby authorised by the Licensee.

10.9 Each party shall maintain and shall require its Processors (respectively) to maintain, appropriate physical, technical and organisational measures to protect personal data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access (Data Breach).

10.10 Notwithstanding the foregoing, the Licensee is solely responsible to CTRL Commerce for the Licensee's compliance with Data Protection Laws.

ANTI-BRIBERY

11.1 Each party shall comply with:

11.1.1 all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including to the Bribery Act 2010 ("Relevant Requirements");

11.1.2 CTRL Commerce's Anti-bribery and Corruption Policy which can be found online at https://ctrl-commerce.com/policies as CTRL Commerce may update them from time to time ("Relevant Policy"), provided it provides prior written notice to the Licensee prior to any updates taking effect;

11.1.3 the requirement to have and maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policy and will enforce them where appropriate; and

11.1.4 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the party in connection with the performance of this Agreement.

11.2 Each party shall use reasonable endeavours to ensure that any person associated with it who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this clause 10 ("Relevant Terms"). However, a breach of the Relevant Requirements or the Relevant Policy by other licensees of CTRL Commerce shall not be deemed a breach by CTRL Commerce and a request or demand for undue financial or other advantage of any kind received by another licensee of CTRL Commerce shall not trigger CTRL Commerce's reporting obligations in clause 10.1.4.

11.3 Breach of this clause 10 by either party shall be deemed a material breach under clause 12.3.

11.4 For the purpose of this clause 10, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 10, a person associated with a party includes but is not limited to any agent, delegate or subcontractor of that party.

LIMITATION OF LIABILITY

12.1 This clause 11 sets out the entire financial liability of CTRL Commerce (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Licensee:

12.1.1 arising under or in connection with this Agreement;

12.1.2 in respect of any use made by the Licensee of the Services and Documentation or any part of them; and

12.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.2 The CTRL Commerce System, the Services and the Documentation are provided to the Licensee on an "as is" basis. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

12.3 Nothing in this Agreement excludes or limits the liability of either party:

12.3.1 for death or personal injury caused by either party's negligence; or

12.3.2 for fraud or fraudulent misrepresentation; or

12.3.3 for any other matter in respect of which liability cannot be excluded or limited under law.

12.4 Subject to clause 11.3:

12.4.1 CTRL Commerce shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

12.4.2 CTRL Commerce's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to a sum equal to the total Fees paid to CTRL Commerce by the Licensee during the 12 months immediately preceding the date on which the claim first arose.

12.5 Subject to clause 11.3, the Licensee’s total aggregate liability to CTRL Commerce in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of (i) £100,000 or (ii) a sum equal to the total Fees paid to CTRL Commerce by the Licensee during the 12 months immediately preceding the date on which the claim first arose.

DURATION AND TERMINATION

13.1 This Agreement shall come into effect on the Effective Date and, subject to clauses 12.2 and 12.3 and 12.4, shall continue in force for the Initial Term and indefinitely thereafter until terminated by either party giving prior written notice in accordance with clause 12.6 to expire on or after the expiry date of the Initial Term.

13.2 The Licensee may terminate this Agreement immediately on written notice to CTRL Commerce without liability to CTRL Commerce if CTRL Commerce commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so (or 14 days after being notified in writing to do so where CTRL Commerce has failed to provide a Solution as per the circumstances set out in clause 3.4).

13.3 CTRL Commerce may terminate this Agreement without liability to the Licensee immediately (or following such notice period as CTRL Commerce sees fit) by giving written notice to the Licensee if the Licensee commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

13.4 Either party may terminate this Agreement without liability to the other party immediately (or following such notice period as that party sees fit), by giving written notice to the other party if:

13.4.1 the other party repeatedly breaches 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; or

13.4.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

13.4.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

13.4.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the other party and not withdrawn within 28 days; or

13.4.5 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

13.4.6 a floating charge holder over the assets of the other party has become entitled to appoint or has appointed an administrative receiver; or

13.4.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

13.4.8 the other party, being an individual, is the subject of a bankruptcy petition or order; or

13.4.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or

13.4.10 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

13.4.11 there is a change of Control of the other party or the business of that party which the terminating party reasonably believes is prejudicial to its commercial interests (such as where the other party has been acquired by a competitor).

13.5 The parties acknowledge and agree a material breach for the purposes of this clause includes any breach of clauses 2.2 to 2.7, 4, 5, 6, 8.4, 10 and 15 of these Standard Terms. The list of clauses set out in this clause 12.5 is non-exhaustive and a breach of any other provision of this Agreement may still be a material breach notwithstanding its omission from the list.

13.6 Unless the parties mutually agree an earlier period in writing, for the purposes of clause 12.1, the notice period shall be not less than three months when served by the Licensee and not less than six months when served by CTRL Commerce. The end of the period of written notice need not coincide with the end of a calendar month.

13.7 Expiry or termination of this Agreement for any reason shall permit CTRL Commerce to immediately terminate (or terminate with such period of notice as CTRL Commerce may specify) any or all outstanding Statement of Works between CTRL Commerce and the Licensee, by notice in writing to the Licensee.

EFFECTS OF TERMINATION

14.1 Termination of this Agreement, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.

14.2 On termination of this Agreement for any reason:

14.2.1 the Licensee shall pay any Fees outstanding to CTRL Commerce, the licence to CTRL Commerce to use the Brands and Licensee Materials (and any other licences granted by the Licensee) shall immediately terminate;

14.2.2 save as otherwise set out in this Agreement, all licences granted to the Licensee shall immediately cease including the right to use the CTRL Commerce System. The Licensee shall immediately cease to describe itself as a Licensee of CTRL Commerce and cease to use all trade marks, trade names and brand names of CTRL Commerce (including without limitation on stationery, garments and vehicles);

14.2.3 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party. The Licensee shall procure that Authorised Users return and make no further use of any equipment, property, Documentation and other item (and all copies of them) belonging to CTRL Commerce; and

14.2.4 the Licensee shall cease to promote, market, advertise or sell the Products through the CTRL Commerce System.

14.3 Termination shall not affect the operation of clauses ‎4.1, ‎8.4, ‎10(Data), ‎12(Limitation of Liability), ‎15 (Post Termination Transition Support), ‎16 (Confidentiality), ‎18 (Entire Agreement), ‎19 (Variation), ‎23 (Waiver), ‎24 (Severance), ‎27 (Notice), ‎28 (Disputes, Governing Law and Jurisdiction) and this clause ‎14 (Effects of Termination) which shall remain in full force and effect.

14.4 Unless expressly provided in this Agreement and subject to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.

POST TERMINATION TRANSITION SUPPORT

15.1 At the Licensee's request, but at no additional cost to the Licensee, during the termination notice period or within 20 Business Days of the effective date of expiry or termination (in each case, other than when termination notice is served by CTRL Commerce pursuant to clause 12.3 or clause 12.4 above) CTRL Commerce shall provide the Licensee with a copy of its relevant Invoice Data in such format as CTRL Commerce reasonably determines. Except for the foregoing, and subject always to clause 14.2, all of the Licensee's access to Data shall cease on expiry of the termination notice period.

15.2 Other than when termination notice is served by CTRL Commerce pursuant to clause 12.3 or clause 12.4 above, the Licensee may exercise an option to retain read-only access to the Ongoing Data after the expiry of the termination notice period only by providing CTRL Commerce with written notice of the same at least two (2) Business Days prior to the expiry of the termination notice period ("Continued Data Access"). Unless otherwise agreed in writing by the parties, Continued Data Access shall be provided for the Data Access Duration and charged on the basis of the Data Access Fee.

15.3 On the termination or expiry of this Agreement for any reason, CTRL Commerce shall comply with clause 9.8.6 above (subject to clause 9.3) in relation to the deletion or return of Processed Data. CTRL Commerce shall so comply within 60 Business Days of the later of:

15.3.1 the effective date of expiry or termination of this Agreement for any reason;

15.3.2 the date at which the Licensee notifies CTRL Commerce of its choice of return or deletion of Processed Data; and

15.3.3 the effective date of expiry of the Data Access Duration (including any extension of the Data Access Duration agreed in writing by the parties).

If CTRL Commerce does not receive notification of the Licensee's instructions within 60 Business Days of the date of termination or expiry of this Agreement or the effective date of expiry of the Data Access Duration (as the case may be) then CTRL Commerce may delete such Processed Data without liability to the Licensee.

15.4 Other than when termination notice is served by CTRL Commerce pursuant to clause 12.3 or clause 12.4 above, the final day:

15.4.1 Customers shall be able to place orders via the CTRL Commerce System shall be 3 Business Days prior to date the Agreement terminates or expires; and

15.4.2 on which the Licensee may generate invoices using the CTRL Commerce System shall be 1 Business Day prior to date the Agreement terminates or expires.

In circumstances when termination notice is served by CTRL Commerce pursuant to clause 12.3 or clause 12.4 above, Customers shall immediately cease to be able to place orders via the CTRL Commerce System and the Licensee may generate invoices using the CTRL Commerce System within 1 Business Day of such termination.

15.5 On termination or expiry of this Agreement for any reason other than termination by CTRL Commerce pursuant to clause 12.3 or clause 12.4.1 to 12.4.11 above:

15.5.1 CTRL Commerce shall within 10 Business Days of the effective date of termination or expiry transfer the domain name of the CTRL Commerce System to the Licensee (provided that that the Licensee supplies CTRL Commerce with appropriate server details and other necessary information in good time to effect the transfer);

15.5.2 CTRL Commerce shall within 20 Business Days of the effective date of termination or expiry provide to the Licensee any design specifications for the Brands created by CTRL Commerce;

15.5.3 if the Licensee provides CTRL Commerce with a written notice within 20 Business Days of the effective date of termination or expiry requesting details of standalone third party software services used in the delivery of the Services by CTRL Commerce, CTRL Commerce shall provide such details of the same as CTRL Commerce deems reasonable, provided such information does not constitute Confidential Information and/or CTRL Commerce is not prevented from doing so by confidentiality obligations and/or Applicable Laws. CTRL Commerce shall not be responsible for managing, facilitating and/or coordinating the Licensee's relationship with any third party provider of software after the effective date of termination or expiry; and

15.5.4 CTRL Commerce shall, for a reasonable period of time (but not to be more than 20 Business Days), additionally provide a reasonable level of support and advice for the Licensee to transition the business and Customers of the Licensee off the CTRL Commerce System at no additional cost to the Licensee. If any support or resource is required by the Licensee that is deemed by CTRL Commerce (acting reasonably) to be more than could ordinarily be expected to be provided without charge (including without limitation the provision of any software development or data conversion work) then CTRL Commerce will use its best endeavours to deliver such additional support at the Licensee's cost as agreed between the parties.

15.6 On termination of this Agreement by CTRL Commerce pursuant to clause 12.3 or clause 12.4.1 to 12.4.11 above CTRL Commerce may in its sole discretion provide some or all of the transitional support identified in clause 14.1.

CONFIDENTIALITY

16.1 Each party agrees that it shall at all times (both during the term of this Agreement and after its termination) keep confidential, and shall not use (other than strictly for the purposes of this Agreement) and other than as permitted by clauses ‎‎15.5 and 15.6, shall not, without the prior written consent of the other party, disclose to any third party any Confidential Information, unless the information was public knowledge or already known to that party at the time of disclosure; or subsequently becomes public knowledge other than by breach of this Agreement; or subsequently comes lawfully into the possession of that party from a third party; or is agreed by the parties not be confidential or to be disclosable.

16.2 The Licensee acknowledges that details of the CTRL Commerce System and the Services, and the results of any performance tests of the Services or the CTRL Commerce System, constitute CTRL Commerce's Confidential Information.

16.3 Each party acknowledges that the Confidential Information may include sensitive information in relation to the CTRL Commerce System, CTRL Commerce's pricing structure and that of its suppliers, the Licensee's pricing structure and that of its suppliers, that may have value to competitors of the other party, the party's suppliers or other companies in the party’s group. Accordingly, if a party knows or suspects that an unauthorised disclosure of Confidential Information has or may occur it shall notify the other party immediately in writing.

16.4 Each party acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this clause. Accordingly, without prejudice to any other rights and remedies it may have, each party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. The party granted equitable relief (Claimant) may ask the Court to order that the other party pays the Claimant's legal costs of any Court action as well as its own costs.

16.5 To the extent necessary to implement the provisions of this Agreement (but not further or otherwise):

16.5.1 the Licensee may disclose the Confidential Information to any Customers or prospective Customers; and

16.5.2 the Licensee may disclose Confidential Information, and CTRL Commerce may disclose Confidential Information, to:

16.5.2.1 any relevant governmental or other authority or regulatory body; and

16.5.2.2 any of its employees, provided that before any such disclosure the party making such disclosure shall make those persons aware of its obligations of confidentiality under this Agreement and shall obtain a binding undertaking as to confidentiality from all such persons.

16.6 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 16.6, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

16.7 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by one party from the other party shall be returned promptly to the respective party on termination of this Agreement, and no copies shall be kept unless required by law.

FORCE MAJEURE

17.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

17.1.1 acts of God, flood, drought, earthquake or other natural disaster;

17.1.2 epidemic or pandemic;

17.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

17.1.4 nuclear, chemical or biological contamination or sonic boom;

17.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

17.1.6 collapse of buildings, fire, explosion or accident; and

17.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party).

17.2 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

17.3 Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

17.3.1 it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

17.3.2 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

17.4 If the Force Majeure Event prevails for a continuous period of more than three months, any party may terminate this Agreement by giving 14 days' written notice to all the other parties. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

ENTIRE AGREEMENT

18.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter.

18.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.

VARIATION

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

INTERPRETATION OF THIS AGREEMENT

20.1 Clause, Annex and paragraph headings are inserted for convenience only and shall not affect the interpretation of this Agreement. Words in the singular shall include the plural and in the plural include the singular. Reference to one gender shall include a reference to the other genders.

20.2 Any words following the terms "including", "include", "in particular", "such as" 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.

20.3 Unless otherwise stated, a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

ASSIGNMENT AND OTHER DEALINGS PROHIBITED

The Licensee shall not without the prior written consent of CTRL Commerce assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or purport to do any of the same, nor sub-contract nor appoint sub-licensees or delegates of any or all of its obligations under this Agreement.

FREEDOM TO CONTRACT

The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under this Agreement.

WAIVER

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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

SEVERANCE

24.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

24.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

THIRD PARTY RIGHTS

25.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

25.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not party to this Agreement.

NO PARTNERSHIP OR AGENCY

26.1 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 the other party.

NOTICES

27.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by email, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address (or email address) as set out on the Front Sheet, or as otherwise specified by the relevant party by notice in writing to each other party.

27.2 Any notice shall be deemed to have been duly received:

27.2.1 if delivered personally, when left at the address and for the contact referred to in this clause; or

27.2.2 if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

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

27.2.4 if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

27.3 The provision of this clause 26 shall not apply to the service of any proceedings or other documents in any legal action.

DISPUTES, GOVERNING LAW AND JURISDICTION

28.1 If any dispute arises in connection with this Agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

28.2 This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

28.3 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated on the Front Sheet.

ANNEX 1

GLOSSARY OF DEFINED TERMS USED IN THIS AGREEMENT

Communicating with you (other than for direct marketing purposes)

Contact, Profile, and Marketing data

Processing and fulfilling your requests

Contact, profile, and transactional data

Verifying your identity, preventing fraud, and complying with legal obligations.

Contact, Technical, and Transactional data

Managing our relationship with you

Contact and Marketing data

Providing you with support and resolving complaints.

Contact and Transactional data

Delivering relevant advertisements and providing information about products or services you may be interested in.

Contact, Profile, Technical, and Marketing data

Administering and protecting our site

Contact, Technical, and Transactional data

Business Day:

any day which is not a Saturday, Sunday or public holiday in the UK.

Confidential Information:

a) the terms of this Agreement;

b) any information that would be regarded as confidential by a reasonable business person including that relating to: (i) the business, affairs, customers, clients, suppliers, plans of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and

c) any communication between the parties whether in writing (including via email) or otherwise.

Commencement Date:

the commencement of any of the Services. The Indicative Commencement Date is as set out on the Front Sheet and it may be amended by CTRL Commerce on notice to the Licensee. The actual commencement date shall be the date that CTRL Commerce confirms to the Licensee that the first Services have commenced.

Configuration Services:

has the meaning set out in Annex 2.

Continued Data Access:

has the meaning set out in clause 14.2.

Control:

the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise.

Controller:

means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

CTRL Commerce System:

CTRL Commerce's best-of-suite, multi-tenanted eCommerce & customer relationship management SaaS platform, with operational management tools. The CTRL Commerce System includes a fully managed, cloud-hosted, single platform with integrations into Enterprise Resource Planning systems and supply chain operations. A full list of technical features is set out online at https://ctrl-commerce.com/platform .

Customers:

customers of the Licensee who are registered to the Licensee on the CTRL Commerce System.

Data:

the data inputted to the CTRL Commerce System by the Licensee, Authorised Users, or the Customers for the purpose of using the Services or facilitating the Licensee's use of the Services including Customer details, order data and selling price data, but not including Product data (save only to the extent that Products are unique to the Licensee).

Data Access Duration:

the duration set out in Section B of the Front Sheet in the row for Continued Data Access.

Data Access Fee:

the fees charged by CTRL Commerce to the Licensee for Continued Data Access during the Data Access Duration. Such fees are payable in full in advance and shall be calculated as the Data Percentage of the annualised Service Fee.

For these purposes, the “annualised Service Fee” means the fixed monthly Service Fee last invoiced to the Licensee prior to expiry or termination of this Agreement multiplied by 12.

The Data Access Fee shall be applied on a pro rata basis for the Data Access Duration.

By way of a hypothetical example, if:

• the Data Percentage is 25%;

• the last invoiced monthly Service Fee is £3,000; and

• the Data Access Duration is 18 months,

the Data Access Fee would be £13,500, calculated as follows: £3,000 x 12 = £36,000; £36,000 x 25% = £9,000; £9,000 / 12 = £750; and £750 x 18 = £13,500.

Data Breach:

has the meaning given in clause 10.9.

Data Percentage:

the percentage set out in Section B of the Front Sheet in the row for Continued Data Access.

Data Protection Laws:

(a) 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.

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which CTRL Commerce or the Licensee is subject, which relates to the protection of personal data.

Data Subject:

means an identified or identifiable living individual to whom personal data relates.

Documentation:

the document(s) made available to the Licensee by CTRL Commerce online or in print which set out a description of the Services and the user instructions for the CTRL Commerce System.

EU GDPR

means the General Data Protection Regulation ((EU) 2016/679).

Fault:

failure of the CTRL Commerce System to operate in all material respects in accordance with the Documentation and in accordance with the terms of this Agreement.

Fees:

any and all fees set out in Section B of the Front Sheet.

Intellectual Property Rights:

any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, registered and unregistered rights in designs, rights in computer software, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invoice Data:

means only the following Data and/or Processed Data:

a) Customer order history during the 12-month period prior to the effective date of expiry or termination of this Agreement;

b) Customer contact details; and

c) a list of all invoices generated by the CTRL Commerce System or processed through the CTRL Commerce System:
i. received from the Licensees' suppliers related to or connected with Customers in the 7-year period prior to the effective date of expiry or termination of this Agreement; and
ii. sent to Customers in the 7-year period prior to the effective date of expiry or termination of this Agreement.

Licensee Content:

website content which is generated by the Licensee such as landing pages and localised search engine optimisation content and all documents, information, items and materials in any form, which are provided by the Licensee to CTRL Commerce in connection with the Services.

Licensee Materials:

any and all of the Licensee’s Intellectual Property Rights, the Licensee Content and all documents, information, items and materials in any form, which are provided by the Licensee to CTRL Commerce in connection with the Services.

Maintenance and Support Services:

has the meaning set out in Annex 2.

Normal Business Hours:

9.00 am to 5.00 pm local UK time, each Business Day.

Ongoing Data:

means any and all Data and/or Processed Data that is connected with or relates to the Customers (including Invoice Data), except for data that has been derived or generated from, is connected with, or relates to the Additional Services.

personal data:

means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Platform Services:

the services provided by CTRL Commerce to the Licensee under this Agreement via the CTRL Commerce System comprising the Configuration Services and the Maintenance and Support Services, as described in Annex 2 and as updated by CTRL Commerce from time to time, as set out in any Service Schedule and/or in any agreed Statement of Work.

process or processing:

means any activity that involves the use of personal data. It includes, but is not limited to, any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring personal data to third parties.

Processed Data:

has the meaning as given to it in clause 9.6.

Processor:

means a natural or legal person, public authority, agency or other body which processes personal data on behalf of a Controller.

Products:

the products and services of the type and specification sold by the Licensee from time to time using the CTRL Commerce System.

Quarter:

each period of three calendar months ending on 31st March, 30th June, 30th September and 31st December.

Relevant Claim:

any liability suffered or incurred by the Licensee which may entitle the Licensee to claim against CTRL Commerce under any indemnity provided by CTRL Commerce under this Agreement.

RPI:

means the Retail Price Index (all items) (United Kingdom).

Service Fee:

the fixed monthly fee charged by CTRL Commerce to the Licensee for the Maintenance and Support Services. The applicable Service Fee shall be determined by reference to the Turnover bands set out in the Front Sheet. Unless otherwise stated in the Front Sheet, annual Turnover shall be calculated on a last twelve-month basis from each anniversary of the Commencement Date, and the resulting fixed monthly Service Fee shall apply for the following Year. The Service Fee shall be payable monthly in arrears.

Service Fee Turnover Bands

the turnover bands and corresponding fixed monthly Service Fee amounts set out in the Front Sheet, as amended from time to time in accordance with this Agreement.

Services:

the Platform Services, the Additional Services and the System Development Services (collectively).

Service Schedule:

a schedule to this Agreement setting out Additional Services.

Set-Up Fee:

the fees charged by CTRL Commerce to the Licensee for the Configuration Services.

Solution:

either of the following outcomes: a) correction of the Fault; b) a workaround in relation to the Fault that is reasonably acceptable to the Licensee; c) the taking of such reasonable steps as would be taken in accordance with good industry practice to mitigate the Fault, as reasonably acceptable to the Licensee.

Standard Terms:

these CTRL COMMERCE STANDARD TERMS.

Statement of Work:

any order for System Development Services.

System Development Services:

the services set out in Annex 5.

System Development Services Fee:

the fees charged by CTRL Commerce to the Licensee for the System Development Services based upon the System Development Services Rates.

System Development Services Rates:

the rates for or of persons engaged by or on behalf of CTRL Commerce or otherwise involved in the provision of System Development Services (including developers, testers, and project managers), as set out in the Front Sheet and/or the relevant Statement of Work, or as otherwise notified in writing from time to time by CTRL Commerce to the Licensee (and, in each case, as increased from time to time in accordance with clause 6 (Increases)).

Territory:

the country or part of the world where the Licensee is undertaking business operations and in which CTRL Commerce in performing Services, as identified in the Front Sheet.

Third Party Costs:

means the costs of subcontractors and/or other third parties incurred or to be incurred by or on behalf of CTRL Commerce in connection with the provision of the Services.

Turnover:

the net total invoiced value of Products and services through the CTRL Commerce System, excluding VAT.

UK GDPR:

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus:

anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

Year:

the twelve (12) month period commencing on the Commencement Date and each successive twelve (12) month period thereafter commencing an anniversary of the Commencement Date (and continuing after the termination or expiry of this Agreement).

ANNEX 2

SERVICES

Part 1: Configuration Services

Example configuration services include:
- Full Onboarding & System Configuration: The smooth transition and effective utilisation of the CTRL Commerce System, minimising disruption and maximising the benefits.
- Full Data ETL Management: The process of extracting, translating and loading the Licensee's business-critical data from their legacy platform into the CTRL Commerce System.
- Infrastructure, Security & Hosting: Setup of critical components and resources required to run and protect the Licensee’s version of the CTRL Commerce System.
- User Permissions Configuration: Setup of all users with the correct access configurations as detailed by the Licensee.
- Supplier integrations: Full EDI integration of suppliers' catalogues, stock feeds, price files and tracking/dispatch notifications
- Integration with Licensees’ ERP Landscapes: The integration of the CTRL Commerce System with the Licensee’s ERP platforms, as agreed in the statement of work
- Database Management & GDPR Compliance: The Storage, Backup, Access and Maintenance of the Licensee’s business data stored within the CTRL Commerce System in line with data protection regulations.
- Payment Method Configurations: The setup of payment methods and merchant services, enabling the Licensees’ business to process various types of electronic payments.
- Application Monitoring: Application Performance Monitoring (APM), the process of monitoring and analysing the performance and overall health of the Licensee’s CTRL Commerce System in Real Time.
- Licensee Training: Full training of all web applications, systemic processes and features.

Part 2: Maintenance and Support Services

Cloud Hosting, Security & Managed Services:
- As part of the Maintenance and Support Services, CTRL Commerce shall provide and maintain a secure, resilient and fully managed cloud hosting environment for the Platform.
Cloud Infrastructure:
- CTRL Commerce will provide:
  - Fully managed cloud hosting within Microsoft Azure.
  - Infrastructure managed in partnership with a specialist Microsoft Azure Managed Services Provider (MSP) holding all six Microsoft Partner Designations.
  - Ongoing infrastructure management, maintenance, operating system patching and performance optimisation.
  - Platform Monitoring & Threat Protection
- CTRL Commerce will continuously monitor and protect the Platform through:
  - 24x7 Security Operations Centre (SOC) monitoring and incident response.
  - Microsoft Azure Sentinel Security Information and Event Management (SIEM).
  - Microsoft Defender threat detection, endpoint protection and vulnerability management.
  - Application performance and infrastructure monitoring with real-time alerting.
  - Proactive monitoring of platform health, availability and performance.
  - Business Continuity & Disaster Recovery
- CTRL Commerce will maintain business continuity measures including:
  - Managed disaster recovery processes designed to minimise service interruption.
  - Secure backup and restore procedures for platform data.
  - Monthly testing and validation of backup and recovery processes.
  - Security Management
- CTRL Commerce will operate an ongoing security management programme that includes:
  - Enterprise-grade firewall perimeter protection.
  - Monthly external vulnerability scanning and remediation.
  - Proactive monthly security assessments.
  - Regular independent penetration testing.
  - PCI and Approved Scanning Vendor (ASV) vulnerability scanning where applicable.
  - User security awareness training and phishing awareness testing for operational staff.
  - Security Standards & Compliance
- CTRL Commerce is committed to maintaining industry best practice security standards. CTRL Commerce may, from time to time, enhance or replace the technologies, infrastructure or security tooling used to deliver the Services, provided that such changes do not materially reduce the overall level of security, resilience or service provided to the Customer.
Maintenance and Support Services to be provided during Normal Business Hours.
Uptime to be no less than 99.6% during Normal Business Hours measured as an average per web application (i.e. one measurement for all Customer websites; another for all Licensee Portals, one for the Support Centre, one for the third party supplier portal). Measurements shall be reported to the Licensee by CTRL Commerce monthly.
CTRL Commerce System response times to be 5 seconds total time to last byte or less, measured as an average per web application.

Part 3: Service Level Arrangements

Purpose

Types of Data Processed

RESPONSE TIME

RESOLUTION TIME

Communicating with you (other than for direct marketing purposes)

Contact, Profile, and Marketing data

1 hour

6 hours

Processing and fulfilling your requests

Contact, profile, and transactional data

4 hours

48 hours

P3 – Medium

Medium priority issues are incidents which have an impact on trading but do not prevent them significantly, such as:

Reporting issues (where a workaround exists)
Search configuration (where a workaround exists)
PIM tools (where a workaround exists)

1 day

1 week

P4 – Low

Low priority issues are incidents which have no impact on trading, such as visual glitches which have no functional impact

1 day

2 weeks

TYPE OF SERVICE REQUEST

RESOLUTION TIME

Adding Authorised Users to the CTRL Commerce System or modifying the user permissions of an existing Authorised Users

24 hours

DNS management – adding, deleting or modifying DNS entries managed by EOG

24 hours

Changing the configuration of platform features

24 hours

Review and deployment of JavaScript tags/pixels. These are often used by third party marketing and tracking tools

48 hours

ANNEX 3

Processing, Personal Data, Processed Data and Data Subjects

Subject matter
The provision of the Services by CTRL Commerce.
Nature and purpose of processing
CTRL Commerce shall process the Processed Data for the purpose of providing the Services in accordance with the Main Agreement.
Duration of the processing
The duration shall be as described in clause 10.8.6.
Types of personal data
Data relating to Data Subjects provided by the Licensee or its Authorised Users via the Services and/or the Additional Services.
Categories of data subject
Categories of data subjects shall include data subjects in respect of whom personal data is provided by the Licensee or its Authorised Users via the Services and/or the Additional Services.
Approved transfers
The Licensee authorises CTRL Commerce and its Processors to transfer Processed Data to, and to permit access to Processed Data from, the United Kingdom, the Territory and any member state of the European Union, provided that such transfer is carried out in compliance with the Data Protection Laws.

ANNEX 4

ADDITIONAL SERVICES

Additional Services are the following services that do not form part of the Platform Services or the System Development Services, and each as more specifically set out in the relevant Service Schedule.

Accounting System Hosting
The deployment and maintenance of the clients accounting system, hosted in the CTRL Commerce Azure infrastructure environment.
Punchout
The configuration of clients’ end customer punchout requirements, through Greenwing Technology punchout connectors and API services.
Delivery Tracking
Implementation of advanced delivery management software featuring an electronic proof of delivery application, a mobile solution for real-time driver performance monitoring and delivery confirmation.
Additional brands / Multibrand Service
The configuration and support of additional Business User Brand(s) or other additional brands on the CTRL Commerce System.
Other
Such other services as the parties mutually agree in writing that CTRL Commerce shall provide to the Licensee under and in accordance with the terms of this Agreement.

ANNEX 5

SYSTEM DEVELOPMENT SERVICES

System Development Services are services that involve the development of the CTRL Commerce System and/or Services, and each as more specifically set out in the relevant Statement of Work. System Development Services do not form part of the Platform Services or the Additional Services.
The process for System Development Services shall be as follows:
1. during the onboarding stage:
  1. either:
    1. CTRL Commerce will undertake a process audit of the Licensee's business to identify any development requirements in respect of the CTRL Commerce System and/or Services; or
    2. the Licensee will request bespoke adjustments to the CTRL Commerce System and/or Services specifically for the Licensee; and
  2. the parties will agree on the developments that will be made to the CTRL Commerce System and/or Services and will enter into a Statement of Work in respect of the same; or
2. during the Term, the Licensee will request bespoke adjustments to the CTRL Commerce System and/or Services specifically for the Licensee and the parties will agree on the developments that will be made to the CTRL Commerce System and/or Services and will enter into a Statement of Work in respect of the same.
For the avoidance of doubt, pursuant to clause 8.1 (above) CTRL Commerce shall own all Intellectual Property Rights in and to any and all developments resulting (directly or indirectly) from the System Development Services, and shall be entitled to use the same (without restriction) with any and all clients/customers of CTRL Commerce and/or members of its group.

contact



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

info@ctrl-commerce.com



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SERVICES

SUPPORT

LICENSEE'S OBLIGATIONS

PAYMENTS

INCREASES

COMPLIANCE WITH LAWS AND REGULATIONS

BRAND AND LICENSEE CONTENT

INTELLECTUAL PROPERTY

DATA

ANTI-BRIBERY

LIMITATION OF LIABILITY

DURATION AND TERMINATION

EFFECTS OF TERMINATION

POST TERMINATION TRANSITION SUPPORT

CONFIDENTIALITY

FORCE MAJEURE

ENTIRE AGREEMENT

VARIATION

INTERPRETATION OF THIS AGREEMENT

ASSIGNMENT AND OTHER DEALINGS PROHIBITED

FREEDOM TO CONTRACT

WAIVER

SEVERANCE

THIRD PARTY RIGHTS

NO PARTNERSHIP OR AGENCY

NOTICES

DISPUTES, GOVERNING LAW AND JURISDICTION

ANNEX 1

GLOSSARY OF DEFINED TERMS USED IN THIS AGREEMENT

ANNEX 2

SERVICES

Part 1: Configuration Services

Part 2: Maintenance and Support Services

Part 3: Service Level Arrangements

Purpose

Purpose

Types of Data Processed

Types of Data Processed

RESPONSE TIME

RESPONSE TIME

RESOLUTION TIME

RESOLUTION TIME

TYPE OF SERVICE REQUEST

TYPE OF SERVICE REQUEST

RESOLUTION TIME

RESOLUTION TIME

ANNEX 3

Processing, Personal Data, Processed Data and Data Subjects

ANNEX 4

ADDITIONAL SERVICES

ANNEX 5

SYSTEM DEVELOPMENT SERVICES