INFO@MERCHMILK.CO.UK
Welcome to merchmilk.co.uk, a website owned and operated by Merch Milk. (“Merch Milk”, “we”, “us” or “our”).
Important
Set out below are the terms and conditions, which together with our Conditions of Sale, our Privacy Policy and any legal notices displayed elsewhere on this website, represent all the terms and conditions on which we will:
(i) provide you with access to our website (located at merchmilk.co.uk (the “Website”));
(ii) offer products and services from time to time via our Website; and
(iii) sell any of our products via the Website (together referred to in this document as the “Terms”).
Your use of the Website, including any placing of an order through it, indicates your acceptance to be bound by the Terms. If you do not agree to be bound by the Terms, please cease using this Website immediately.
Copyright
All Website designs, textual content, graphics, photos, videos and their selection and arrangement on this Website are the copyright of Merch Milk or its licensors. All brand names, product and service names and titles used in this Website are trademarks, trade names or service marks of Merch Milk or their third party suppliers.
Links
Certain (hypertext) links on the Website may lead to websites operated by third parties which are not under our control. When you activate any such links you will leave the Website. We therefore accept no responsibility or liability whatsoever for any of the content, products and/or services (including any hypertext links to further websites) that may be included, advertised or sold on such third party websites. You acknowledge that we do not review or endorse any claims, products and/or services contained on or described on such third party websites. Nor are we responsible (whether directly or indirectly) for any damage, loss or offence you may suffer as a result of accessing such third party websites. Your dealings with, and interest in, any promotions or services found via such links are solely between you and the third party with whom you are dealing, unless we expressly state otherwise.
Use of Material
Material may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way except for your own personal non-commercial use. Use of material on this Website for any other purpose is expressly prohibited by law, and may result in severe legal penalties. Violators will be prosecuted to the maximum extent possible.
You agree not to adapt, alter or create a derivative work from any of the material contained in this Website or use it for any other purpose other than for your personal non-commercial use. You agree to use this Website only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of this Website by any third party. Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within this Website.
The permission above to use said material does not include permission to copy the design elements, look and feel, or layout of this Website. Those elements of the Website are protected by law, and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website may be copied or retransmitted unless expressly permitted by Merch Milk.
Content
We take reasonable steps in the preparation and maintenance of this Website to ensure that all prices quoted are correct at the time when they are published, and that the descriptions of our products and any claims we make with respect to our services are fair and accurate. We do, however, reserve the right to decline any order where there has clearly been a material error, or where there is an inaccuracy or omission in the price and/or description of any of our products and/or services as displayed or advertised on the Website (and we hereby exclude all liability arising from the same).
We have made every reasonable effort to reproduce colours on the Website as accurately as possible. However, different computers reproduce colours slightly differently and we therefore cannot and do not guarantee that the on-screen colours of any of our products will exactly match the colour of the product itself. You are advised, therefore, to treat on-screen colours as being indicative only of the actual colour of our products.
We cannot and do not guarantee that the information on this Website will always be completely up to date and free of mistakes. To the extent permitted by applicable law, we hereby disclaim all warranties, express or implied, as to the accuracy of the information contained on this Website.
We will not be liable, whether in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with these Terms for any:
Security
Merch Milk takes steps to safeguard the security of information you send to us via this Website by using internet standard encryption technologies (Secure Socket Layer or SSL) to provide a secure environment where appropriate. However, we accept no responsibility for any damage you may suffer as a result of the loss of confidentiality of such information.
Availability
Merch Milk cannot guarantee uninterrupted access to this Website, or the websites to which it links. Merch Milk accepts no responsibility for any damages arising from the loss of use of this information.
Severability
If one or more of these terms and conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
Jurisdiction
These Terms and Conditions for visitors shall be governed by English Law and are subject to the exclusive jurisdiction of the English Courts.
These Terms and Conditions form the basis of the Contract for the supply of Goods between:
Merch Milk, and The Buyer, defined below and identified in the Purchase Order and Order Confirmation. By accessing or making any use of Merch Milk, you agree to these terms.
You also agree to our Privacy Policy and Data Protection Agreement, which sets out how we deal with customers’ personal information and privacy.
1 Definitions
“Buyer” means the person identified in the Purchase order and Order Confirmation whose written order for the Goods is accepted by Merch Milk.
“Conditions” means these terms and conditions of sale as amended from time to time in accordance with clause 16.8.2.
“Confidential Information” means
“Contract” means the contract between Merch Milk and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Customer Material” means any documents, plans, drawings, specifications, logos, details, artwork, pictures or any other records of information in any form provided by the Buyer to Merch Milk in connection with the Goods.
“Dispatch” means when goods leave Merch Milk.
“Goods” means the goods (or any part of them) specified in the Buyer’s Purchase Order or Online Order to be supplied by Merch Milk in accordance with these Conditions;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Online Order” means the Buyer’s order for the supply of Goods placed on the Merch Milk website at merchmilk.co.uk
“Order Confirmation” means either a written confirmation of acceptance of the Buyer’s Purchase Order or an email confirmation following completion of an Online Order, sent by Merch Milk to the Buyer which, unless it is otherwise expressly set out, shall be deemed to incorporate all details of Goods, prices, delivery specification, and other terms which are contained in the relevant Quotation.
“Parties” means the Buyer and Merch Milk.
“Purchase Order” means the Buyer’s order for the supply of Goods received by Merch Milk setting out details of the Goods.
“Quotation” means a formal written quotation describing the specification of the Goods to be supplied by Merch Milk;
Construction
In these Conditions, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
A reference to a party includes its personal representatives, successors or permitted assigns;
A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
A reference to writing or written includes faxes and e-mails.
2 The Contract
2.1 These Conditions set out the Buyer’s rights and obligations and shall govern the Contract between the Parties to the entire exclusion of any other terms, whether express or implied, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. Acceptance by Merch Milk of any order is conditional on the Buyer accepting that the contract will be governed solely by these Conditions. In particular, it is agreed that any Purchase Order or similar document from the Buyer relating to Merch Milk’s Quotation shall only be accepted by Merch Milk on the basis of these Conditions.
2.2 These Conditions and the Order Confirmation embody the entire understanding of the Parties and supersede any prior promises, representations, undertakings and understandings between the Parties and may only be modified by a variation in writing signed on behalf of Merch Milk by a duly authorised person and no other action on the part of Merch Milk (whether delivery of the Goods or otherwise) shall be construed as an acceptance of any other condition.
2.3 The Buyer may have other rights granted by law including statutory rights and these Conditions do not affect these.
2.4 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, Order Confirmation or other document or information issued by Merch Milk shall be subject to correction without any liability on the part of Merch Milk.
2.5 Communication by telephone, verbal instruction, fax or email is legally binding providing that it is in conformance with these Conditions.
2.6 The opening or receipt of any documentation by the Buyer referring to these Conditions shall be deemed to be an acceptance of and agreement to them unless otherwise expressly rejected or disputed by the Buyer and with direct reference to the offending clause or term.
3 Orders
3.1 Any quotation or estimate given by Merch Milk is given subject to these Conditions and does not constitute an offer to supply goods to the Buyer and merely serves as an invitation for the Buyer to place a Purchase Order.
3.2 Quotations and specifications quoted in Order Confirmations for the Goods are provided by Merch Milk in good faith based on the information provided by the Buyer to Merch Milk.
3.3 No Purchase Order submitted by the Buyer shall be deemed to be accepted by Merch Milk until:
3.3.1 Merch Milk accepts the Buyer’s order by communicating to the Buyer an Order Confirmation; or
3.3.2 Merch Milk commences the manufacture of the Goods; or
3.3.3 Merch Milk places an order with any of its suppliers for materials or tooling specifically related to the Buyer’s Purchase Order, whichever is the earlier. For the avoidance of doubt the commencement of preparatory work by Merch Milk shall not be construed as the Contract being made or a Purchase Order being accepted.
3.4 Subject to any Customer Material or other specification supplied by the Buyer and referred to in the Order Confirmation, Merch Milk shall be entitled to exercise control as to the method of the production or supply of the Goods. Merch Milk may at its sole and absolute discretion refuse to use or reproduce any Customer Material which Merch Milk deems to be offensive, inappropriate, libellous or considers may infringe the Intellectual Property Rights or other rights of a third party.
3.5 If the Buyer discovers it has made a mistake with its Purchase Order, or Online Order, the Buyer must inform Merch Milk immediately. No Purchase Order which has been accepted by Merch Milk or Online Order which has been successfully completed on merchmilk.co.uk, may be cancelled or varied in any way by the Buyer except with the agreement in writing of Merch Milk and on terms that the Buyer shall indemnify Merch Milk in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Merch Milk as a result of such cancellation or variation.
3.6 If the Buyer cancels its Purchase Order after it has been accepted by Merch Milk or cancels its Online Order after it has been completed on merchmilk.co.uk, Merch Milk reserves the right to deduct an administration charge of up to 35% of the total value of the Purchase Order or Online Order from any refund due. This is in addition to any deductions made as a result of costs incurred by Merch Milk.
3.7 Please note that, if the Buyer confirms a Purchase Order or completes an Online Order, for a personalised product, the Buyer does not have any right to cancel the contract to buy them and return them to Merch Milk. Although the Buyer does have the right to reject any Product which is faulty or not as described in our specifications.
3.8 If the Buyer deems that any goods are unsuitable, un-fit for purpose, or discovers that the Product is damaged upon delivery; the Buyer has the right to return the Product and request a refund within fourteen (14) days.
4 Prices
4.1 Unless stated otherwise in the Order Confirmation, all Merch Milk’s prices are ex works, exclusive of VAT and similar taxes or government levies.
4.2 Where the Buyer’s principal place of business is outside the UK and/or the Buyer is a first time purchaser, the price and any VAT must be paid in full before production of the Goods commences. For an established Buyer inside the UK, payment must be made within 30 days from the date of Merch Milk’s invoice, time being of the essence. Merch Milk’s decision as to who is an established Buyer is final.
4.3 Additional costs due because Goods exported from the United Kingdom are subject to import duty or license in the Buyer’s own country or the country of delivery are the Buyer’s responsibility. It is the Buyer’s responsibility to comply with any legislation or regulations governing the importation of the Goods into the country of destination.
4.4 Delivery charges are deemed to be accepted by the Buyer upon placing a Purchase Order.
4.5 The Buyer shall pay Merch Milk the charges stated in Merch Milk’s Order Confirmation and any other charges which are agreed between Merch Milk and the Buyer for the provision of the Goods, or other reasonable charges which, at Merch Milk’s sole discretion, are required as a result of, for example:-
4.5.1 urgent projects necessitating the postponement of other work and performance of overtime work;
4.5.2 origination of artwork to be produced by Merch Milk;
4.5.3 significant increase in the costs of labour, materials, exchange rates, supply, transport, or other costs of design and/or manufacture in the time period between the Purchase Order being accepted and manufacture commencing;
4.5.4 any change in delivery dates requested by the Buyer;
4.5.5 any change in designs, quantities or specifications for the Goods which is requested by the Buyer;
4.5.6 any delay caused by any instructions from the Buyer, or by the Buyer’s failure to give Merch Milk adequate information or instructions;
4.5.7 unexpected or unforeseen complications arising from the specification of the Goods;
4.5.8 the inaccuracy of any Customer Material including where the Customer Material is not of sufficient quality to enable Merch Milk to produce the Goods in accordance with the Order Confirmation; or
4.5.9 any other cause attributable to the Buyer.
4.6 Unless Merch Milk agrees otherwise, no price quoted by Merch Milk shall remain binding on Merch Milk for more than 60 days.
5 Payment
5.1 All accounts are payable in advance and are due on the day the Buyer places the Purchase Order and before the commencement of manufacture of the Goods, unless otherwise agreed by Merch Milk or in the event of Merch Milk offering the Buyer a credit account facility.
5.2 Unless agreed by Merch Milk in writing the Buyer shall pay all of Merch Milk’s invoices without any reduction, deduction or set-off, in pounds sterling.
5.3 Insofar as payment of Merch Milk’s invoices is concerned, time is of the essence.
5.4 The Buyer must not make payment in cash or in any other way to a delivery driver or any other third party outside the normal banking system who is not one of Merch Milk’s employees and the Buyer accepts that Merch Milk will not accept that any such payments as discharge of the Buyer’s liabilities to Merch Milk.
5.5 If the Buyer has a credit account with Merch Milk payment is due 30 days after the date of Merch Milk’s invoice and Merch Milk may charge the Buyer interest for late payment calculated daily at 4% above Bank of England base rate both before and after judgment in accordance with the Late Payment of Commercial Debts Act (Interest) Act 1998.
5.6 Merch Milk may at any time and at its absolute discretion revoke any credit facility for any reason by giving the Buyer notice in writing.
5.7 Where any sum owed by the Buyer to Merch Milk (under this Contract or any other) is overdue or a winding-up petition is issued against the Buyer or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against him, or if at any time the Buyer’s credit standing has in Merch Milk’s opinion been impaired for any other reason, Merch Milk may suspend any work and/or withhold any deliveries of Goods due to be made under this Contract until arrangements as to payment or credit have been established which are satisfactory to Merch Milk.
5.8 Merch Milk shall, without prejudice to other remedies, in respect of all unpaid debts due from the Buyer have a general lien on all Goods, Customer Material and other property in Merch Milk’s possession (whether worked upon or not) and shall be entitled on the expiration of fourteen days notice to the Buyer to dispose of such Goods, Customer Material or other property in such manner and at such price as Merch Milk shall think fit and to apply the proceeds towards such debts.
5.9 The Buyer will indemnify Merch Milk on an indemnity basis against all loss, damage, costs and expenses (including legal expenses) incurred by Merch Milk in connection with the Buyer’s non payment of any sum due.
6 Dispatch and Delivery
6.1 Delivery of the Goods shall take place when the Goods are delivered to the Buyer (or to any person nominated by the Buyer) at the address specified in the Purchase Order or Order Confirmation either by recorded delivery or by courier. Dispatch of the Goods shall take place when Merch Milk release the Goods for delivery.
6.2 Any dates quoted for delivery of the Goods are approximate only and shall be subject to the Buyer and/or any relevant third parties acting on behalf of the Buyer performing all necessary acts and/or supplying all necessary Customer Material and facilities in due time to enable the Purchase Order or Order Confirmation to be executed and the Goods delivered.
6.3 Merch Milk shall not be liable for any delay in delivery of the Goods however caused and time for delivery shall not be of the essence of the Contract unless previously agreed by Merch Milk in writing with Merch Milk using the exact phrase “time is of the essence” in order documentation supplied to the Buyer prior to the Purchase Order being accepted.
6.4 The Goods may be delivered by Merch Milk in advance of the quoted delivery date.
6.5 Merch Milk reserve the right to make part deliveries by delivering the Goods in more than one delivery.
6.6 Without prejudice to the generality of the foregoing, the delivery date for the Goods may be varied with the consent of both the Buyer and Merch Milk.
6.7 If the Buyer chooses not to accept any offer Merch Milk may make to the Buyer to arrange for the delivery of the Goods to the Buyer then unless otherwise agreed by Merch Milk in writing, the Buyer will arrange for the Goods to be collected within three days of Merch Milk giving notice to the Buyer that the same are ready for collection and the Buyer accepts that Merch Milk will make an additional charge to the Buyer for longer term storage at a rate of 1% of the value of the Goods for every full day Merch Milk stores the Goods for the Buyer up to a maximum of 100% of the value of the Goods.
6.8 Where Merch Milk has made every effort to deliver to the Buyer and has been unable to do so due the actions or inactions by the Buyer, the Buyer shall be liable for all re-delivery costs.
6.9 The Buyer acknowledges that it is the Buyer’s responsibility to check all deliveries before signing for them, and that Merch Milk is entitled to treat the Buyer’s signature (or that of the Buyer’s agent) as conclusive proof that all such Goods as are signed for have been delivered.
6.10 The Buyer shall be deemed to have accepted the Goods upon delivery unless the Buyer notifies Merch Milk in writing within 48 hours of delivery that the Goods are not accepted.
6.11 Where the Buyer requests to keep Merch Milk’s delivery driver onsite at the point of delivery, while order checking/counting/quality control is taking place, the Buyer shall be liable for all waiting costs invoiced to Merch Milk by the delivery driver.
6.12 Where the Buyer elects to use one of Merch Milk’s standard delivery services, provided by Merch Milk’s third party courier company, Merch Milk accepts no liability for late or delayed deliveries as a result of the courier company’s failure to deliver on time or to the correct address. Should the Buyer choose to elect for Merch Milk’s secure delivery service, Merch Milk will guarantee the delivery as per the delivery terms agreed.
6.13 Where Goods are exported from the United Kingdom then INCOTERMS (current edition) shall apply to the Contract where specified in Merch Milk’s Quotation or other order documentation.
7 Risk
Risk in any Goods shall pass to the Buyer upon dispatch from Merch Milk. For the avoidance of doubt, risk in any Goods during carriage including damage or a partial or full loss of Goods in transit is the Buyer’s and it is the Buyer’s responsibility to insure against this risk, whether or not the Buyer makes the arrangements for delivery. Unless delivery arrangements are specified in the Purchase Order or Order Confirmation, Merch Milk will notify the Buyer in writing of any arrangements it makes for delivery of Goods to enable the Buyer to arrange such insurance as it may think appropriate.
8 Title
8.1 Notwithstanding dispatch and the passing of risk in the Goods, title and property in the Goods including full legal and beneficial ownership shall not pass to the Buyer until Merch Milk has received in cash or cleared funds payment in full for the Goods delivered to the Buyer.
8.2 Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this Contract and all other contracts between Merch Milk and the Buyer under which the Goods were delivered.
8.3 Until title passes the Buyer shall be entitled to use the Goods in the normal course of the Buyer’s business but shall:
8.3.1 hold the Goods as Bailee for Merch Milk;
8.3.2 store or mark them so that they can be identified as Merch Milk’s property; and
8.3.3 insure the Goods to their replacement value naming Merch Milk as the loss payee.
8.4 Merch Milk shall be entitled at any time before title passes to repossess all or part of the Goods and to terminate the Buyer’s right to use or otherwise deal with the Goods and for the purpose of determining what Goods are held by the Buyer and inspecting them to enter any premises in which the Goods or any part therefore are installed, stored, or kept, or are reasonably believed to be so. Until title passes the entire proceeds of sale of the Goods shall be held in trust for Merch Milk and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Merch Milk’s money. Merch Milk shall be entitled to maintain an action for the price of the Goods notwithstanding that title in it has not passed to the Buyer.
8.5 Where the Buyer makes any prepayment, advance payment or part payment to Merch Milk in advance of delivery then such payment is non-refundable.
8.6 Title to all artwork, printing plates, die cutters, tooling and other origination work and materials that Merch Milk uses to complete the Buyer’s Purchase Order, excluding Customer Material, remain Merch Milk’s property after dispatch pending payment in full.
9 Confidential Information and Intellectual Property Rights
9.1 The Parties will keep any Confidential Information disclosed by the other confidential and will not disclose, use or take advantage of it without the other’s written consent. This does not apply to information known to the receiver before it was disclosed in connection with a contract, or which becomes public knowledge without the fault of the receiver.
9.2 Intellectual Property Rights in any documents, correspondence, software or goods originating from Merch Milk (including the Goods) are and remain Merch Milk’s property.
10 The Buyer’s Obligations
10.1 The Buyer shall ensure that the terms of the Purchase Order and all information it provides are complete and accurate in all respects.
10.2 The Buyer warrants that:
10.2.1 the Buyer is solely responsible for satisfying the itself as to the suitability of the Goods for any particular purpose and the Buyer relies solely on the Buyer’s own skill and judgment and not Merch Milk’s skill and judgment in determining such suitability;
10.2.2 the individual who is placing the Purchase Order on behalf of the Buyer is duly authorised to do so;
10.2.3 all Customer Material instruction or advice submitted by the Buyer or by any third party on behalf of the Buyer in relation to the Goods at any time is accurate and suitable for use;
10.2.4 the Buyer shall at the Buyer’s own expense:
10.2.4.1 give Merch Milk any necessary Customer Material within a sufficient time to enable Merch Milk to perform the Contract in accordance with these Conditions and the Order Confirmation; and
10.2.4.2 retain duplicate copies of all Customer Material and insure against its accidental loss or damage;
10.2.5 the Customer Material will not be defamatory or illegal;
10.2.6 the Customer Material will not infringe the Intellectual Property Rights of any third party and that the Buyer has obtained all necessary consents to enable the Customer Material to be used as contemplated in the Purchase Order placed; and
10.2.7 the Buyer, the Buyer’s employees and any third party the Buyer does business with, have not and will not offer, promise, give or accept any bribes, gifts, hospitality or expenses to any party (including foreign officials, private businesses and public bodies) that could influence the outcome of any business transaction with Merch Milk as we have a zero tolerance policy to bribery in accordance with UK legislation.
10.3 The Buyer shall indemnify Merch Milk against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by Merch Milk as a result of:
10.3.1 any breach by the Buyer of the warranties set out in these Conditions;
10.3.2 the inaccuracy of the Customer Material, instructions or advice;
10.3.3 failure to supply the Customer Material within a sufficient time to enable Merch Milk to produce the Goods in accordance with the Contract; or
10.3.4 any claim by a third party against Merch Milk for an infringement of any Intellectual Property Rights of any other person or organisation which results from the Merch Milk’s use of the Buyer’s specification or the Customer Material.
11 Merch Milk‘s Warranties
11.1 In relation to the production of the Goods by Merch Milk, the Buyer hereby agree and acknowledges that:
11.1.1 all drawings, weights, dimensions, descriptions and illustrations contained in any sales literature, artwork approval or quotation are approximate only;
11.1.2 the finished Goods are a mechanical representation of the original or intended design and may not be an exact match of the relevant Customer Material;
11.1.3 Merch Milk does not guarantee to match any artwork or design (which for the avoidance of doubt forms part of the Customer Material) whether supplied as an electronic file in any form or by reproducing goods supplied by the Buyer to Merch Milk from any source;
11.1.4 any colours and designs visualised on a computer screen may vary slightly according to the hardware and software used to design, modify or display the design, and accordingly, the Goods supplied by Merch Milk are mechanical representations of such visualisation;
11.1.5 the Buyer is satisfied with the quality of the proposed printing method used in the manufacture of the Goods e.g. by inspecting samples of goods Merch Milk have produced for other customers that Merch Milk will supply to the Buyer free of charge on request prior to placing the Buyer’s order.
11.2 Subject to clause 11.1 above Merch Milk warrants that on delivery, and for a period of 12 months thereafter, the Goods shall:
11.2.1 conform in all material respects with their description and any applicable specification set out in the Purchase Order; and
11.2.2 be free from material defects in design material and workmanship
PROVIDED THAT MERCH MILK shall not be liable to the Buyer for any loss, damage, costs, expenses or other claims:-
(a) in respect of any defect in the Goods arising in any way from any instructions, advice, Customer Material (including but without limitation the quality, type and other details) or other information supplied by the Buyer or by any third party on behalf of the Buyer which is incomplete, inaccurate, illegible, out of date, out of sequence or in the wrong form, or arising from their non-arrival or any other fault of the Buyer;
(b) in respect of any defect arising from wilful damage, negligence, failure to follow Merch Milk’s instructions (whether oral or in writing), misuse of the Goods (including use at abnormally high or low temperatures, excessive exposure to daylight, application to surfaces that are not smooth, clean and dry) by the Buyer or any other consumer or user of the Goods, or alteration of the Goods without Merch Milk’s approval;
(c) if the total price for the Goods has not been paid by the due date for payment;
(d) for materials not manufactured by Merch Milk, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee as may be given by the manufacturer to Merch Milk.
11.3 Any advice, representation or recommendation given by Merch Milk to the Buyer or the Buyer’s employees or agents as to the specification, application or use of the Goods which is not confirmed in writing for and on behalf of Merch Milk by a duly authorised person, is followed or acted upon entirely at the Buyer’s own risk. Merch Milk shall not be liable for any such advice, representation or recommendation which is not so confirmed in writing by one of Merch Milk’s company directors.
11.4 Merch Milk can not attempt to colour match Goods with other printed material in the Buyer’s possession to the Buyer’s satisfaction unless Merch Milk are notified in advance of artwork approval and manufacture of a colour match expectation, and a hard copy of the printed image to which Merch Milk are requested to match the Goods is supplied in advance of artwork approval and manufacture of a colour match expectation.
12 Liability
12.1 Nothing in these Conditions shall limit or exclude Merch Milk’s liability for:
12.1.1 fraudulent misrepresentation;
12.1.2 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
12.1.3 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 Merch Milk shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 Merch Milk’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the value of the Goods sold under the Contract.
12.3 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Merch Milk within 3 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within two weeks from the date of delivery. If the Buyer does not notify Merch Milk accordingly, the Buyer shall not be entitled to reject the Goods and Merch Milk shall have no liability for such, defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered and performed in accordance with the Contract.
12.4 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to Merch Milk in accordance with the time limits specified in these Conditions, Merch Milk may at its sole discretion:
12.4.1 replace and/or modify the Goods free of charge; or
12.4.2 refund the Buyer the price of the Goods (or a proportionate part of the price); or
12.4.3 allow the Buyer a rebate on the amount invoiced equal to the price of the Goods (or a proportionate part of the price), in which case Merch Milk shall have no further liability to the Buyer.
12.5 The Buyer acknowledges that there may be minor inaccuracies in serialisation, barcoding or numbering for certain Goods, including wristbands. Merch Milk shall not be liable for any such inaccuracies which account for not more than 1% of the Purchase Order. Merch Milk’s liability for inaccuracies over and above 1% of the Purchase Order shall be limited to that percentage of the value of the Purchase Order.
12.6 All Goods supplied by Merch Milk are stand-alone products and at all times the value of each individual unit is equal to the unit value as specified on the Purchase Order. Merch Milk shall not be liable in any way for any value that the Buyer attributes to any Goods or products at the Buyer’s point of sale.
12.7 Merch Milk shall have no liability for claims based on any inaccuracy in the technical functionality or condition of the Goods where the Goods comply with the agreed specification provided by the Buyer at the time of delivery.
12.8 Where the Buyer is a consumer within the meaning of The Consumer Protection (Distance Selling) Regulations 2000, there shall be no right to cancel under Regulation 10 thereof where Merch Milk, acting on the Buyer’s request, commences work on the manufacture of the Goods e.g. by placing an Order with Merch Milk’s external printer.
12.9 Where the Buyer is a consumer within the meaning of The Consumer Transactions (restrictions on Statements) Order 1976, the statutory rights of the Buyer are not affected by these Conditions.
12.10 Subject to these Conditions and the Unfair Contract Terms Act 1977 (insofar as it may apply to the Contract) all other warranties, conditions or terms whether made expressly or implied by common law as statute relating to use, quality and/or fitness for purpose are excluded to the fullest extent legally permissible including any liability or remedy for innocent or negligent misrepresentation.
13 Termination and Consequences
13.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other not less than [six] months notice in writing.
13.2 Without limiting its other rights or remedies and notwithstanding clause 13.1 above, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach;
13.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.2.4 the other party (being an individual) is the subject of a bankruptcy petition or order; or
13.2.5 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.2 to clause 13.2.4 (inclusive).
13.3 Without limiting its other rights or remedies, Merch Milk may suspend all further deliveries of Goods or terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
13.4 Upon termination for whatever reason, the Buyer shall pay Merch Milk for all Goods manufactured for the Buyer, whether or not delivered, on a quantum meruit basis.
14 Personal Guarantee of Goods supplied using a credit facility
14.1 Where the Buyer is a limited liability company or a limited liability partnership and has placed a Purchase Order with Merch Milk using a credit account facility, in consideration of Merch Milk agreeing to continue to supply Goods using a credit facility, the individual person who places the Purchase Order on behalf of the Buyer does so as guarantor if they are a Director, Company Secretary or Shareholder of the Buyer’s company and sign a Purchase Order or similar document with their name (which, for the avoidance of doubt, shall include placing a Purchase Order by email), and the individual irrevocably undertakes to guarantee the payment of all monies owing to Merch Milk (including in respect of all losses, claims, damages, costs and any other indebtedness which may arise) by the Buyer on first demand without setoff or deduction if Merch Milk reasonably believe that the Buyer cannot meet the Buyer’s obligations. If the Buyer goes into receivership, liquidation or administration the guarantor will on request immediately pay to Merch Milk in the first instance, or receiver, liquidator or administrator in the second instance, as the case may be, such sum as will enable him to pay all monies owed to Merch Milk by the Buyer.
14.2 It is the Buyer’s responsibility to ensure that any authorised signatories are aware of the terms of clause 14.1.
15 Company Staff
15.1 Merch Milk’s staff are Merch Milk’s most valuable asset. If the Buyer or a third party were to engage or try to engage them without Merch Milk’s agreement, Merch Milk would suffer serious loss. the Buyer agrees that the Buyer will not engage or try to engage Merch Milk’s staff or introduce them to a third party other than in good faith and without any view to their engagement by a third party.
15.2 The Buyer further agrees that if it were to engage or try to engage (or if a third party does so following an introduction by the Buyer) any member or former member of Merch Milk’s staff with whom the Buyer had material contact in the course of dealing with Merch Milk within the immediately preceding 12 months, the Buyer will pay Merch Milk by way of liquidated damages such sum as represents 100% of the annual salary (or other annualised amount last payable by Merch Milk) for the individual in question, which both the Buyer and Merch Milk hereby agree is a fair and reasonable pre-estimate of the likely loss Merch Milk would suffer.
16 Miscellaneous
16.1 Force majeure:
16.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Merch Milk including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.1.2 Merch Milk shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.1.3 If the Force Majeure Event prevents Merch Milk from providing any of the Goods for more than 4 weeks, Merch Milk shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
16.2 Assignment and subcontracting:
16.2.1 Merch Milk may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
16.2.2 The Buyer shall not, without the prior written consent of Merch Milk, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.3 Notices:
16.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
16.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
16.3.3 This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
16.4 Waiver and cumulative remedies:
16.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.
16.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
16.5 Severance:
16.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16.5.2 If any invalid, unenforceable or illegal provision of the Contract 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.
16.6 No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties:
A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8 Variation:
16.8.1 Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Merch Milk.
16.8.2 Notwithstanding clause 16.8.1 above, Merch Milk reserve the right to update these Conditions as and when necessary, and at their absolute discretion. Any changes to these Conditions shall be notified to the Buyer in writing.
16.9 Governing law and jurisdiction:
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
This Agreement is made between: (1) The Buyer (the “Controller”); and (2) Merch Milk (the “Processor”).
Background
(A) The Controller processes Personal Data in connection with its business activities;
(B) The Processor processes Personal Data on behalf of other businesses and organisations;
(C) The Controller wishes to engage the services of the Processor to process personal data on its behalf;
(D) Article 17(2) of the Data Protection Directive 95/46/EC (as hereinafter defined) provides that, where processing of personal data is carried out by a processor on behalf of a data controller the controller must choose a processor providing sufficient guarantees in respect of the technical security measures and organisational measures governing the processing to be carried out, and must ensure compliance with those measures;
(E) Articles 17(3) and 17(4) of the Data Protection Directive require that where processing is carried out by a processor on behalf of a controller such processing shall be governed by a contract or legal act binding the processor to the controller stipulating, in particular, that the processor shall act only on instructions from the controller and shall comply with the technical and organisational measures required under the appropriate national law to protect personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorised disclosure or access and against all other unlawful forms of processing;
(F) In compliance with the above-mentioned provisions of Article 17 of the Data Protection Directive the Controller and Processor wish to enter into this processing security Agreement.
THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:
1 Definitions and Interpretation
1.1 In this Agreement the following words and phrases shall have the following meanings, unless inconsistent with the context or as otherwise specified:
“Data Protection Directive” shall mean Directive 95/46/EC of the European Parliament and Council of 24th October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; “national law” shall mean the law of the Member State in which the Processor is established;
“personal data” shall mean any information relating to an identified or identifiable natural person (‘data subject’); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic cultural or social identity;
“processing of personal data” shall mean any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alternation, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;
“sub-contract” and “sub-contracting” shall mean the process by which either party arranges for a third party to carry out its obligations under this Agreement and “Sub Contractor” shall mean the party to whom the obligations are subcontracted; and
“Technical and organisational security measures” shall mean measures to protect personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorised disclosure or access and against all other unlawful forms of processing.
2. Consideration
2.1 In consideration of the Controller engaging the services of the Processor to process personal data on its behalf the Processor shall comply with the security, confidentiality and other obligations imposed on it under this Agreement.
3. Security Obligations
3.1 The Processor shall only carry out those actions in respect of the personal data processed on behalf of the Controller as are expressly authorised by the Controller.
3.2 The Processor shall take such Technical and Organisational Security Measures as are required under its own national law to protect personal data processed by the Processor on behalf of the Controller against unlawful forms of processing. Such Technical and Organisational measures shall include, as a minimum standard of protection, compliance with the legal and practical security requirements set out in Appendix 1 of this Agreement.
4 Confidentiality
4.1 The Processor agrees that it shall maintain the personal data processed by the Processor on behalf of the Controller in confidence. In particular, the Processor agrees that, save with the prior written consent of the Controller, it shall not disclose any personal data supplied to the Processor by, for, or on behalf of, the Controller to any third party.
4.2 The Processor shall not make any use of any personal data supplied to it by the Controller otherwise than in connection with the provision of services to the Controller.
4.3 The obligations in clauses 4.1 and 4.2 above shall continue for a period of five years after the cessation of the provision of services by the Processor to the Controller.
4.4 Nothing in this agreement shall prevent either party from complying with any legal obligation imposed by a regulator or court. Both parties shall however, where possible, discuss together the appropriate response to any request from a regulator or court for disclosure of information.
5 Sub-Contracting
5.1 The Processor shall not sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Controller.
5.2 Where the Processor, with the consent of the Controller, sub-contracts its obligations under this agreement it shall do so only by way of a written agreement with the Sub-Contractor which imposes the same obligations in relation to the security of the processing on the Sub-Contractor as are imposed on the Processor under this Agreement.
5.3 For the avoidance of doubt, where the Sub-Contractor fails to fulfil its obligations under any subprocessing agreement, the Processor shall remain fully liable to the Controller for the fulfilment of its obligations under this Agreement
6 Term and Termination
6.1 This Agreement shall continue in full force and effect for so long as the Processor is processing personal data on behalf of the Controller.
6.2 Within ten (10) days following termination of this Agreement the Processor shall, at the direction of the Controller, (a) comply with any other agreement made between the parties concerning the return or destruction of data, or (b) return all personal data passed to the Processor by the Controller for processing, or (c) on receipt of instructions from the Controller, destroy all such data unless prohibited from doing so by any applicable law.
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the national law of the Member state in which the Controller is established
APPENDIX 1
1 Legal Requirements
1.1 The Processor shall, in respect of the processing of personal data on behalf of the Controller, identify and comply with any specific security provisions imposed by its national law.
2 Practical Security Measures
2.1 In compliance with its obligations under clause 3.2 with regard to the processing of personal data on behalf of the Controller, the Processor, as a minimum requirement, shall give due consideration to the following types of security measures:
2.1.1 Information Security Management Systems;
2.1.2 Physical Security;
2.1.3 Access Control;
2.1.4 Security and Privacy Enhancing Technologies;
2.1.5 Awareness, training and security checks in relation to personnel;
2.1.6 Incident/Response Management/Business Continuity; and
2.1.7 Audit Controls/Due Diligence
Introduction
This Policy sets out the obligations of Merch Milk (“the Company”) regarding retention of personal data collected, held, and processed by the Company in accordance with EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
The GDPR defines “personal data” as any information relating to an identified or identifiable natural person (a “data subject”). 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.
The GDPR also addresses “special category” personal data (also known as “sensitive” personal data). Such data includes, but is not necessarily limited to, data concerning the data subject’s race, ethnicity, politics, religion, trade union membership, genetics, biometrics (if used for ID purposes), health, sex life, or sexual orientation.
Under the GDPR, personal data shall be kept in a form which permits the identification of data subjects for no longer than is necessary for the purposes for which the personal data is processed. In certain cases, personal data may be stored for longer periods where that data is to be processed for archiving purposes that are in the public interest, for scientific or historical research, or for statistical purposes (subject to the implementation of the appropriate technical and organisational measures required by the GDPR to protect that data).
In addition, the GDPR includes the right to erasure or “the right to be forgotten”. Data subjects have the right to have their personal data erased (and to prevent the processing of that personal data) in the following circumstances:
a) Where the personal data is no longer required for the purpose for which it was originally collected or processed (see above);
b) When the data subject withdraws their consent;
c) When the data subject objects to the processing of their personal data and the Company has no overriding legitimate interest;
d) When the personal data is processed unlawfully (i.e. in breach of the GDPR);
e) When the personal data has to be erased to comply with a legal obligation; or
f) Where the personal data is processed for the provision of information society services to a child.
This Policy sets out the type(s) of personal data held by the Company for marketing, maintaining customer relationships, providing products and services, entering into contracts, billing and accounting, and managing our human resources, the period(s) for which that personal data is to be retained, the criteria for establishing and reviewing such period(s), and when and how it is to be deleted or otherwise disposed of.
For further information on other aspects of data protection and compliance with the GDPR, please refer to the Company’s Data Protection Policy.
2. Aims and Objectives
2.1 The primary aim of this Policy is to set out limits for the retention of personal data and to ensure that those limits, as well as further data subject rights to erasure, are complied with. By extension, this Policy aims to ensure that the Company complies fully with its obligations and the rights of data subjects under the GDPR.
2.2 In addition to safeguarding the rights of data subjects under the GDPR, by ensuring that excessive amounts of data are not retained by the Company, this Policy also aims to improve the speed and efficiency of managing data.
3. Scope
3.1 This Policy applies to all personal data held by the Company and by third-party data processors processing personal data on the Company’s behalf.
3.2 Personal data, as held by the Company is stored in the following ways and in the following locations:
a) The Company’s servers, located within the EEA;
b) Third-party servers, operated by Microsoft, The Bunker, WeTransfer, Dropbox, Google, Auth0, Sage, Sage CRM, and located within the EEA;
c) Third-party servers, operated by Sage and located within the EEA and fully compliant with GDPR. Sage is our accounting package and used to store customer details and billing information;
d) Third-party servers, operated by Intercom and located in the US and certified under the E.U.-U.S. Privacy Shield. Intercom is used to provide live chat functionality to our websites and web applications;
e) Third-party servers, operated by DotDigital and located within the EEA. DotDigital is used to provide email messaging services;
f) Computers permanently located in the Company’s premises;
g) Laptop computers and other mobile devices provided by the Company to its employees;
h) Computers and mobile devices owned by employees, agents, and sub-contractors;
4. Data Subject Rights and Data Integrity
All personal data held by the Company is held in accordance with the requirements of the GDPR and data subjects’ rights thereunder, as set out in the Company’s Data Protection Policy.
4.1 Data subjects are kept fully informed of their rights, of what personal data the Company holds about them, how that personal data is used as set out in Parts 12 and 19 of the Company’s Data Protection Policy, and how long the Company will hold that personal data (or, if no fixed retention period can be determined, the criteria by which the retention of the data will be determined).
4.2 Data subjects are given control over their personal data held by the Company including the right to have incorrect data rectified, the right to request that their personal data be deleted or otherwise disposed of (notwithstanding the retention periods otherwise set by this Data Retention Policy), the right to restrict the Company’s use of their personal data, as set out in Parts 13 to 16 of the Company’s Data Protection Policy.
5. Technical and Organisational Data Security Measures
5.1 Technical measures are in place within the Company to protect the security of personal data. Please see the Company’s Data Protection Policy for details.
5.2 Organisational measures are in place within the Company to protect the security of personal data. Please see the Company’s Data Protection Policy for details.
6. Data Disposal
Upon the expiry of the data retention periods set out below in Part 7 of this Policy, or when a data subject exercises their right to have their personal data erased, personal data shall be deleted, destroyed, or otherwise disposed of as follows:
6.1 Personal data stored electronically shall be deleted securely and permanently using the most appropriate method for the type of data;
6.2 Personal data stored in hardcopy form shall be shredded or sent for destruction by a confidential waste provider;
7. Data Retention
7.1 As stated above, and as required by law, the Company shall not retain any personal data for any longer than is necessary in light of the purpose(s) for which that data is collected, held, and processed.
7.2 Different types of personal data, used for different purposes, will necessarily be retained for different periods (and its retention periodically reviewed), as set out below.
7.3 When establishing and/or reviewing retention periods, the following shall be taken into account:
a) The objectives and requirements of the Company;
b) The type of personal data in question;
c) The purpose(s) for which the data in question is collected, held, and processed;
d) The Company’s legal basis for collecting, holding, and processing that data;
e) The category or categories of data subject to whom the data relates;
7.4 If a precise retention period cannot be fixed for a particular type of data, criteria shall be established by which the retention of the data will be determined, thereby ensuring that the data in question, and the retention of that data, can be regularly reviewed against those criteria.
7.5 Notwithstanding the following defined retention periods, certain personal data may be deleted or otherwise disposed of prior to the expiry of its defined retention period where a decision is made within the Company to do so (whether in response to a request by a data subject or otherwise):
7.5.1 Data used for managing customer accounts (Customer Records) will be reviewed annually and held for a period of three years following the closure of the customer’s account. This is company policy.
7.5.2 Data used for legal documentation and contracts related to the provision of products and services (Contractual Arrangements) will be reviewed annually and held for a period of three years following contract termination. This is company policy.
7.5.3 Data used for managing and recording the Company’s financial transactions (Financial Records) will be held for a period of five years following the current year. This is HMRC policy.
7.5.4 Data used for managing human resources including payroll records (Personnel Records) will be reviewed annually and held for a period of six years following the current year. This is a CIPD recommendation.
7.5.5 Data used for monitoring usage or our products and services and providing customer and technical support (Support) will be reviewed annually and held for a period of two years following the closure of a subject’s account. This is company policy.
7.5.6 Data used for marketing our products and services (Marketing) will be reviewed annually and held for a period of one month following the withdrawal of a subject’s consent. This is company policy.
8. Roles and Responsibilities
8.1 The Company’s Data Protection Officer can be contacted using info@merchmilk.co.uk
8.2 The Data Protection Officer shall be responsible for overseeing the implementation of this Policy and for monitoring compliance with this Policy, the Company’s other Data Protection-related policies (including, but not limited to, its Data Protection Policy), and with the GDPR and other applicable data protection legislation.
8.3 The Data Protection Officer shall be directly responsible for ensuring compliance with the above data retention periods throughout the Company.
8.4 Any questions regarding this Policy, the retention of personal data, or any other aspect of GDPR compliance should be referred to the Data Protection Officer.
9. Implementation of Policy
This Policy shall be deemed effective as of 11.07.2023. No part of this Policy shall have retroactive effect and shall thus apply only to matters occurring on or after this date.