The Customer's attention is particularly drawn to the provisions of clause 15.
1.1 Definitions. In these Conditions, the following definitions apply:
Affiliates: in relation to a Party, means any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, for so long as the control exists.
Amendment Notice: a document setting out a change to an Order or the Contract and that is accepted by an authorised employee of Cox.
Applicable Law: means any:
(a) statute, statutory instrument, by law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal);
(b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body having legislative or statutory effect; and/or
(c) non-voluntary industry code of conduct or guideline, which relate to the Conditions and/or the Customer’s business.
Appointment: an appointment for the delivery of Goods or the provision of Services agreed between the Parties and confirmed in writing by Cox.
Associated Manufacturer: any entity that has approved the Customer to sell its products and allows it to use its associated Intellectual Property Rights.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Change: has the meaning set out in clause 10.10.
Change Control Note: has the meaning set out in clause 10.10.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.7.
Contract: the contract between Cox and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Cox: Cox Automotive Retail Solutions Limited registered in England and Wales with company number 02838588.
Cox Materials: has the meaning set out in clause 9.1.7.
Cox Price List: Cox’s standard price list which will be provided on request
Customer: the person, company or organisation who purchases the Goods and/or Services from Cox.
Customer Default: has the meaning set out in clause 9.2.
Data Protection Laws: means applicable legislation protecting the personal data of natural persons, including in particular the national legislation implementing Directive 95/46/EC (and, from 25 May 2018, the GDPR), together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities.
Deliverables: the deliverables set out in the Order.
Delivery Location: has the meaning set out in clause 4.1.
Design: a design as described in a Design Plan.
Design Plan: the detailed plan describing the Design formulated by Cox that is signed by the duly authorised representatives of both Parties as set out in clause 10.7.
EBC Product: the E-Business Centre software, which is the Cox’s standard software accessed over a web browser, to be provided by Cox to the Customer in accordance with these Conditions.
Fee: the set monthly fee detailed in an Order and Fees shall be the cumulative Fees from all Orders forming the Contract.
Force Majeure Event: has the meaning given to it in clause 17.
GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans, drawings or images, that is agreed in writing by the Customer and Cox.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Losses: any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses.
Maintenance Release: release of the Software that corrects fault, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
Minimum Period: 48 (forty eight) months from the date of the Order.
New Version: any new version of the Software which from time to time is publicly marketed and offered for purchase by Cox in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Order: the Customer's order for the supply of Goods and/or Services, as set out on a product order form in a format prescribed by Cox which will incorporate these Conditions.
Personal Data: means any Personal Data, as defined in the Data Protection Laws, processed in the performance of this Agreement. Data Controller, Data Processor, Data Subject, Personal Data Breach, Process/Processing shall have the meanings set out in the Data Protection Laws.
Services: the services, including the Deliverables, supplied by Cox to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services that is agreed in writing by the Customer and Cox.
Site: the premises from which the Customer carries out its business as notified to Cox in writing from time to time.
Software: the computer programs and any Maintenance Release which is acquired by the Customer from Cox and includes the EBC Product and UVL Product.
Source Code Materials: the source code of the Software and all technical information and documentation required to enable the Customer to modify and operate it.
Termination Payment: a sum equal to the Fees that would have been due to Cox during the remainder of the Minimum Period or over a three month period whichever is the greater.
UVL Product: means the Used Vehicle Locator software to be provided by Cox to the Customer in accordance with these Conditions.
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a Party includes its personal representatives, successors or permitted assigns;
1.2.3 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;
1.2.4 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
1.2.5 a reference to writing or written includes e-mails.
1.3 Reference to “Parties” means Cox and the Customer and references to a “Party” mean one of the Parties to these Conditions.
1.4 If there is any inconsistency between the various provisions of the Contract, the following order of precedence will apply where 1 has a higher precedence than 2 and so on: (1) Amendment Notice; (2) an Order and (3) these Conditions.
2. Basis of contract
2.1 An Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The first Order shall only be deemed to be accepted when Cox issues written acceptance of the Order or, if no written acceptance has been issued, on the first day which the Customer received the Goods or Services at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Additional Orders once accepted in writing by Cox shall incorporate these Conditions and will form part of the Contract and all other terms and conditions including terms on or on the back of any purchase order documentation issued by the Customer are expressly excluded. All handwritten or manuscript additions, deletions or amendments to these Conditions shall not form part of the Contract.
2.4 The Contract constitutes the entire agreement between the parties and all other provisions are expressly excluded to the maximum extent permitted by law. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Cox which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter or advertising issued by Cox and any descriptions of the Goods or illustrations or descriptions of the Services contained in Cox's communications including websites, mailshots, leaflets, presentations, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is expressly specified.
2.8 Where Cox supplies Goods or Services to the Customer that is not expressly covered by an Order, such supply shall be deemed to be governed by these Conditions.
3.1 The Goods are described in the Goods Specification.
3.2 Whilst every effort is made to ensure that the Goods Specification is true and exact, Cox cannot be held responsible for any Losses that arise from a misstatement by the Customer, however such misstatement may have occurred.
3.3 The Customer shall indemnify Cox against all liabilities, costs, expenses, damages and Losses suffered or incurred by Cox in connection with any claim made against Cox for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Cox's use of the Goods Specification. This clause 3.3 shall survive termination of the Contract.
3.4 Cox reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods
4.1 Cox shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Cox notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Cox shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Cox with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If Cox fails to deliver the Goods, its liability shall be limited to a refund of Fee for the Goods that Cox failed to deliver. Cox shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Cox with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5 If the Customer fails to accept or take delivery of the Goods within 5 (five) Business Days of Cox notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Cox's failure to comply with its obligations under the Contract in respect of the Goods:
4.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th (fifth) Business Day following the day on which Cox notified the Customer that the Goods were ready; and
4.5.2 Cox shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 If 10 (ten) Business Days after Cox notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Cox may resell or otherwise dispose of part or all of the Goods and invoice the Customer the Fee for the Goods.
4.7 The Customer shall not be entitled to reject the Goods if Cox delivers up to and including 5 (five) per cent more or less than the quantity of Goods ordered.
4.8 Cox may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods
5.1 Cox warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Goods Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 Cox is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by Cox) returns such Goods to Cox's place of business at the Customer's cost,
Cox shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 Cox shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow Cox's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 the defect arises as a result of Cox following any drawing, design or Goods Specification supplied by the Customer;
5.3.4 the Customer, whether through a third party or not, alters or repairs such Goods without the written consent of Cox;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with Applicable Law.
5.4 Except as provided in this clause 5, Cox shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Cox under clause 5.2.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 4.2.
6.2 Title to the Goods shall not pass to the Customer until Cox has received payment of the Fees in full (in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods that Cox has supplied to the Customer in respect of which payment has become due.
Where Goods are provided free of charge and are paid for over the duration of the Minimum Period, title shall pass at the end of the Minimum Period and when all other Goods and Services have been paid for in full.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as Cox’s bailee;
6.3.2 store the Goods so that they remain readily identifiable as Cox’s property;
6.3.3 (where applicable) store the Goods in accordance with Cox’s written instructions;
6.3.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Cox's behalf from the date of delivery;
6.3.6 notify Cox immediately if it becomes subject to any of the events listed in clause 16.3.1 to clause 16.3.13; and
6.3.7 give Cox such information relating to the Goods as Cox may require from time to time,
provided that the Customer may use the Goods in the ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.3.1 to clause 16.3.13, or Cox reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Cox may have, Cox may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Supply of Services
7.1 Cox shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 Whilst every effort is made to ensure that the Service Specification is true and exact, Cox cannot be held responsible for any Losses that arise from a misstatement by the Customer, however such misstatement may have occurred.
7.3 Cox shall use all reasonable endeavours to meet any performance dates for the Services specified in an Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.4 Cox shall have the right to make any changes to the Services which are necessary to comply with any Applicable Law or safety requirement, or which do not materially affect the nature or quality of the Services, and Cox shall notify the Customer in any such event.
7.5 Cox warrants to the Customer that the Services will be provided using reasonable care and skill.
7.6 Cox may suspend the Services including delivery of the Goods where it is necessary to comply with Applicable Law and regulation. Cox shall keep all such suspensions to a minimum and shall give the Customer prior notice of a suspension where reasonably practicable. Otherwise Cox shall notify the Customer as soon as reasonably practicable after the suspension.
7.7 The Customer acknowledges that the internet is not a secure environment and that it is not possible for either Party to guarantee the integrity or security of any data sent between the Parties or sent to any third party.
7.8 Cox will allocate Appointments at the convenience of the Customer, however, if suitable days or timing cannot be reached then Cox reserves the right to withdraw the applicable Service.
7.9 Cox does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails or texts will be without delay.
7.10 Cox does not guarantee the delivery of emails or texts to any proposed recipient of such emails or texts as delivery is dependent upon:
7.10.1 correct and up to date information being provided by the Customer;
7.10.2 internet availability and connectivity;
7.10.3 various anti-spam and junk mail systems;
7.10.4 network availability; and
7.10.5 other matters outside of Cox’s control.
8.1 Any Software licenced or provided under this Contract shall be deemed both Goods and Services and where reference in this Contract is made to Goods and/or Services it shall apply to any Software and, where applicable, its corresponding licence(s).
8.2 The Customer shall permit Cox to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with the licence(s), for the purposes of ensuring that the Customer is complying with the terms of the licence(s), provided that Cox provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
8.3 Neither Party shall export, directly or indirectly, any technical data acquired from the other Party under this Contract (or any Goods, including Software, incorporating any such data) in breach of any Applicable Law, including United States export laws and regulations, to any country for which the government or any agency thereof at the time of the export requires an export licence or other governmental approval without first obtaining such licence or approval.
8.4 Cox will make the Software available to the Customer pursuant to the terms of the Order except for:
8.4.1 planned downtime (for which Cox will give 4 (four) hours electronic notice; and
8.4.2 any unavailability caused by circumstances beyond Cox’s control including imposition of sanctions, compliance with any law, regulations or directive, non-performance by suppliers or subcontractors, internet service provider failures or delays or denial of service attacks or other malicious attempts to impede service, or failure of power supply.
9. Customer’s obligations
9.1 The Customer shall:
9.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
9.1.2 co-operate with Cox in all matters relating to the Services;
9.1.3 provide Cox, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Cox to provide the Services;
9.1.4 provide Cox with such information and materials as Cox may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
9.1.5 prepare the Customer’s premises and products for the supply of the Services;
9.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
9.1.7 keep and maintain all materials, equipment, documents and other property of Cox (Cox Materials) at the Customer's premises in safe custody at its own risk, maintain Cox Materials in good condition until returned to Cox, and not dispose of or use Cox Materials other than in accordance with Cox's written instructions or authorisation; and
9.1.8 ensure that any security codes that Cox has provided are kept confidential and inform Cox immediately if it suspects that security codes have been disclosed to a third party;
9.1.9 allow Cox access to the Customer’s facilities, systems, data, materials, documentation and any other information reasonably required in order for Cox to provide the Goods and/or Services;
9.1.10 not allow any third party to repair or attempt to repair any Goods, Deliverables and/or Software without Cox’s prior written consent; and
9.1.11 not introduce viruses, trojans, worms, logic bombs or other information which is technologically harmful.
9.2 If Cox's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation or provide any relevant information (Customer Default):
9.2.1 Cox shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Cox’s performance of any of its obligations;
9.2.2 Cox shall not be liable for any costs or Losses sustained or incurred by the Customer arising directly or indirectly from Cox's failure or delay to perform any of its obligations as set out in this clause 9.2; and
9.2.3 the Customer shall reimburse Cox on written demand for any costs or Losses sustained or incurred by Cox arising directly or indirectly from the Customer Default.
9.3 The Customer shall not:
9.3.1 use any of the Goods and Services for any purpose that may be abusive, a nuisance, illegal and/or fraudulent;
9.3.2 use the Services in a way which is inconsistent with good faith commercial practice to Cox’s detriment; and
9.3.3 modify the Goods and/or Services (including any Software or integral safety feature) that Cox has supplied to the Customer except in accordance with the Goods and/or Service Specifications, as required by Applicable Law or with Cox’s prior written permission.
9.4 All marketing communications in the UK are governed by the Committee of Advertising Practice (CAP) Code which is enforced by the Advertising Standards Authority. Full details of which can be found at www.cap.org.uk. The Customer warrants:
9.4.1 that it shall to follow the CAP code in all marketing communications and that the reputation, goodwill and brand of Cox are fully preserved and protected and that the Customer shall not:
18.104.22.168 use the Services in any way as to bring the Services or Cox into disrepute; or
22.214.171.124 use the Services to send unsolicited or unauthorised advertising, promotional material, ‘junk mail’, ‘spam’, chain letter or pyramid schemes, offensive adult services, pornographic material, pornographic images, communications promoting email address data lists or any other form of solicitation to any data subject of third parties or
126.96.36.199 forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or materials transmitted through the Services;
188.8.131.52 use the Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortuous, indecent, obscene, libellous, menacing or invasive of another person’s privacy; or
184.108.40.206 use the Services in a manner which infringes the Intellectual Property Rights, proprietary or personal rights of any third party, including data subjects;
9.4.2 that Cox does not accept and shall have no responsibility or liability for any content, provided or approved by the Customer, sent using the Services or for sending them to the recipients in accordance with the Order and the Customer agrees to indemnify fully and keep indemnified Cox against any losses, claims, fines, damages and expenses (including reasonable legal and professional expenses) of whatsoever nature (whether direct, indirect or consequential) arising as result of or in connection with any breach by the Customer of this clause and/or any Applicable Law.
9.5 Unless otherwise specified in the Order, the Customer shall be responsible for installing the Software and any Maintenance Releases provided by Cox in accordance with its instructions. If the Customer fails to make arrangements for the installation of a Maintenance Release within 10 (ten) Business Days of its release then Cox shall have a right to suspend access to the Software until the Maintenance Release has been installed.
10.1 If the Customer has requested Cox to, or due to the nature of the Goods or Services Cox is required to, Design any element of the Goods or Services specifically for the Customer, the Customer and Cox shall discuss the requirements of the Customer. As soon as is practicable following these discussions, Cox shall submit to the Customer in writing, for approval in accordance with clause 10.2, a draft Project Initiation Document (PID).
10.2 The Customer shall, within 20 (twenty) Business Days of receipt of the PID, notify Cox in writing whether the Customer:
10.2.1 approves the PID;
10.2.2 wishes modifications to be made to the PID (giving details); or
10.2.3 rejects the PID and requires Cox to provide a new PID.
10.3 Cox shall make any reasonable modifications to the PID requested by the Customer under clause 10.2.2, or develop a new PID if requested to do so by the Customer under clause 10.2.3 as appropriate, promptly following receipt by Cox of the relevant request from the Customer, and resubmit the modified or new PID to the Customer for approval.
10.4 Once a PID has been approved by the Customer, Cox will produce a draft Design Plan.
10.5 The Customer shall, within 20 (twenty) Business Days of receipt of the draft Design Plan, notify Cox in writing whether the Customer:
10.5.1 approves the draft Design Plan;
10.5.2 wishes modifications to be made to the draft Design Plan (giving details); or
10.5.3 rejects the Design Plan and requires Cox to provide a new draft Design Plan.
10.6 Cox shall make any reasonable modifications to the draft Design Plan requested by the Customer under clause 10.5.2, or develop a new draft Design Plan if requested to do so by the Customer under clause 10.5.3 as appropriate, promptly following receipt by Cox of the relevant request from the Customer, and resubmit the modified or new draft Design Plan to the Customer for approval. Furthermore, the Customer acknowledges and accepts that any delay in approving the draft Design Plan will directly affect the date for delivery of the Goods or Services.
10.7 Once a draft Design Plan has been approved by the Customer, the duly authorised representatives of each Party shall sign the draft Design Plan, which shall then become a Design Plan for the purposes of the Contract, and be binding on the Parties and form part of, and be governed by the provisions of, these Conditions.
10.8 Subject to clause 10.9, if there is any inconsistency or conflict between the provisions of any Design Plan and the Contract, the Contract shall prevail to the extent of that inconsistency or conflict.
10.9 If a Design Plan references a specific clause in the main body of the Contract and states that a provision in the Design Plan shall take precedence over it, the Design Plan shall prevail.
10.10 The Customer may request, and Cox may recommend, a change to a Design Plan (a Change) at any time before completion of the relevant Order. Where the Customer requests a Change, Cox shall promptly provide the Customer with a detailed note (Change Control Note), signed by a duly authorised representative of Cox. Where Cox proposes a Change it shall submit an appropriate Change Control Note signed by Cox to the Customer. Each Change Control Note shall set out:
10.10.1 the title of the Change;
10.10.2 the originator and date of the request or recommendation for the Change;
10.10.3 the reason for the Change;
10.10.4 full details of the Change;
10.10.5 the effect on the Fee, third party fees and expenses, if any, of the Change;
10.10.6 details of the likely impact, if any, of the Change on other aspects of an Order including:
10.10.6.1 the timetable for the provision of the Change and/or Order;
10.10.6.2 the personnel to be provided;
10.10.6.3 working arrangements;
10.10.6.4 other contractual issues; and
10.10.6.5 the date of expiry of validity of the Change Control Note; and
10.10.6.6 provision for signature by a duly authorised representative of the Customer and Cox.
10.11 Where any Change to a Design Plan has been requested by the Customer or proposed by Cox, the Parties will continue to perform their respective obligations under the Contract, without taking account of that requested or proposed Change, until that Change takes effect in accordance with clause 10.13.
10.12 Following receipt of a Change Control Note, the Customer shall evaluate the Change Control Note within its period of validity and, as appropriate:
10.12.1 request further information;
10.12.2 arrange for two copies of the Change Control Note to be signed by or on behalf of the Customer and return one of the copies to Cox; or
10.12.3 notify Cox of the rejection of the Change Control Note.
10.13 A Change Control Note signed by a duly authorised representative of the Customer and Cox shall constitute an amendment to the Design Plan.
10.14 Where Cox has proposed a Change it may not, unless otherwise agreed by the Customer, make any charge for time spent in the preparation of Change Control Notes or in dealing with requests for changes. Where the Customer has requested a Change, Cox may make a reasonable charge for its time so spent, calculated by reference to the Fees.
10.15 Once the Design Plan is approved in accordance with clause 10.7 Cox may proceed to produce the Goods, Services or Deliverables and enter into contracts with third parties.
10.16 Where a Change Control Note is rejected under clause 10.12.3 then Cox, without limiting any other right or remedy Cox may have, may terminate the Order and/or the Contract with immediate effect and charge the Customer for any costs incurred at the rate prescribed in Cox’s Price List.
11. Charges and payment
11.1 The price for Goods shall be the Fee or, if no Fee is quoted, the price set out in Cox's Price List as at the date of delivery.
11.2 The charges for Services shall be the Fee or if no Fee is quoted it shall be on a time and materials basis:
11.2.1 the charges shall be calculated in accordance with Cox's Price List;
11.2.2 Cox's standard daily fee rates for each individual person are calculated on the basis of a seven-hour day worked on Business Days;
11.2.3 Cox shall be entitled to charge an overtime rate of 100 (one hundred) per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 11.2.2; and
11.2.4 Cox shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Cox engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Cox for the performance of the Services, and for the cost of any materials.
11.3 The parties agree that where a Fee is set out in the Order, it is based on certain Services and Goods being provided by Cox to the Customer. Where, for any reason, the Customer instructs Cox not to supply any Services and/ or Goods (or part thereof) or fails to make any Appointment, the Customer acknowledges this will not result in any reduction to the Fees, which shall remain payable in full in accordance with this clause 11.
11.4 Cox reserves the right to:
11.4.1 increase its Fee for the Services, provided that the Fee cannot be increased under the provisions of this clause 11.4.1 more than once in any 12 (twelve) month period. Cox will give the Customer notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Cox in writing within 2 (two) weeks of the date of Cox's notice and Cox shall have the right without limiting its other rights or remedies to terminate the Contract by giving 6 (six) weeks' written notice to the Customer; and
11.4.2 increase the Fee for the Goods and Deliverables, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Cox that is due to:
220.127.116.11 any factor beyond the control of Cox (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
18.104.22.168 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
22.214.171.124 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Cox adequate or accurate information or instructions in respect of the Goods.
11.5 In respect of Goods, Cox shall invoice the Customer on or at any time after completion of delivery or at pre-agreed intervals. In respect of Services, Cox shall invoice the Customer monthly in arrears or at pre-agreed intervals.
11.6 The Customer shall pay each invoice submitted by Cox:
11.6.1 monthly in arrears within 28 (twenty-eight) days of the date of the invoice; and
11.6.2 in full and in cleared funds to a bank account nominated in writing by Cox, and
11.6.3 time for payment shall be of the essence of the Contract.
11.7 If the Customer does not pay by direct debit, an administration charge may be charged. If the Customer subsequently cancels its direct debit instructions without arranging an alternative direct debit mandate, Cox shall be entitled to terminate this Contract.
11.8 The Customer may, at Cox’s discretion, arrange for payment of the Fee(s) which has become due under the Contract to be paid on their behalf by a third party provided that the Joint Money Laundering Steering Group Guidelines are adhered to and the Customer shall remain primarily liable to Cox in respect of all such payments of the Fee(s) in the event of any non-payment.
11.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Cox to the Customer, the Customer shall, on receipt of a valid VAT invoice from Cox, pay to Cox such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment of the Fee(s) is due for the supply of the Services or Goods.
11.10 If the Customer fails to make any payment of the Fee(s) due to Cox under the Contract by the due date for payment of the Fee(s), then Cox shall:
11.10.1 contact the Customer’s accounts payable department to request immediate payment of the Fee(s); and
11.10.2 charge the Customer interest on the overdue amount at the rate of 4 (four)% per annum above National Westminster Bank's base rate (or any other bank base rate chosen by Cox) in force from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11.11 Where Cox has not received payment within 16 (sixteen) calendar days of the due date, Cox may take all or any of the following actions until such time as payment, including interest due, has been received:
11.11.1 withhold any sums owing to the Customer by Cox and offset it against any sums the Customer owes to Cox under the Contract;
11.11.2 suspend the Customer’s use of the Services and/or delivery of Goods;
11.11.3 withdraw any discount in relation to the relevant Goods and/or Services and charge the Customer Cox’s Price List; and
11.11.4 subject to Cox having first invoked at least one of the remedies as set out in clauses 11.11.1 to 11.11.3, Cox shall be entitled to terminate the Contract in whole or in part in accordance with clause 16.
11.12 If the Customer reasonably and in good faith disputes an invoice or part of it, the Customer shall notify Cox of such dispute within 14 (fourteen) days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much the Customer considers is due. All sums not in dispute shall be paid by the due date.
11.13 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Cox may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cox to the Customer.
12. Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by Cox or its licensors with the exception of the Customer’s Intellectual Property Rights which it has provided to Cox in accordance with clause 12.4.
12.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on Cox obtaining a written licence from the relevant licensor on such terms as will entitle Cox to license such rights to the Customer.
12.3 All Cox Materials are the exclusive property of Cox.
12.4 The Customer hereby grants or warrants to secure a right to Cox a perpetual, non-transferrable, royalty-free, world-wide licence to use, alter, adapt, re-purpose, reproduce, distribute and display all Intellectual Property Rights provided to Cox by the Customer in connection with the provision of the Goods and/or Services under the Contract.
12.5 The Customer shall notify Cox promptly and no later than 1 (one) Business Day on becoming aware of any actual or threatened claim against the Customer or Cox by any third party in connection with any Intellectual Property Rights giving full details of that claim.
12.6 The Customer shall indemnify Cox against all damages, Losses and expenses arising as a result of any action or claim that any of the Goods and/or the Services infringe any Intellectual Property Rights of a third party as a result of the Customer’s action or inaction.
12.7 The Customer must not do anything to jeopardise Cox’s or its licensor’s Intellectual Property Rights.
12.8 The Customer shall not remove or obscure any logo or writing on Goods that Cox has supplied to the Customer and which the Customer does not own.
12.9 The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases and any Deliverables provided by Cox to the Customer under an Order belong and shall belong to Cox, and the Customer shall have no rights in or to the Software (and any Maintenance Releases and/or Deliverables) other than the right to use it in accordance with the term of its licence(s).
12.10 Cox hereby grants to the Customer a non-transferable, non-exclusive licence to use any Software or Maintenance Releases provided under an Order for the duration of the Contract and internal business purposes only.
13. Data Protection
13.1 In this clause 13, the terms "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Process/Processing" have the same meaning as described in the Data Protection Laws.
13.2 In Annex 1 to this Addendum, the parties have set out their understanding of the Personal Data to be Processed by Cox pursuant to these Conditions.
13.3 In the course of performing their mutual obligations pursuant to the Principal Agreement, both parties shall duly observe their respective obligations under the Data Protection Laws.
13.4 Insofar as Cox processes Personal Data for the Customer as a Processor, Cox shall:
13.4.1 process the Personal Data solely on the documented instructions of the Customer, for the purposes of providing the Services;
13.4.2 process only the types of Personal Data, relating to the categories of Data Subjects, and in the manner required to deliver the Services, as is set out in the Annex 1, or as otherwise agreed in writing by the Parties;
13.4.3 take all measures required by Article 32 of the GDPR to ensure the security of the Personal Data;
13.4.4 take reasonable steps to ensure the reliability of any staff who may have access to the Personal Data, and their treatment of the Personal Data as confidential;
13.4.5 be generally authorized to permit third parties to Process the Personal Data ("Sub-Processor"), subject to Cox meeting the conditions set out in Article 28 (2) and (4) of the GDPR;
13.4.6 promptly notify Customer of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a supervisory authority) relating to either Party's obligations under the Data Protection Laws in respect of the Personal Data;
13.4.7 notify the Customer without undue delay of any Personal Data Breach, such notice to include all information reasonably required by the Customer to comply with its obligations under the Data Protection Laws;
13.4.8 provide the Customer on request, via correspondence, with all information reasonably required in order to demonstrate compliance with this clause 13, and, where the Customer still has reasonable doubts regarding Cox's compliance, permit the Customer, on reasonable prior notice, and on no more than one occasion per calendar year (except where there is reasonable suspicion that Cox is in breach of the terms of this clause 13), to inspect and audit the facilities used by Cox to Process the Personal Data, and any and all records maintained by Cox relating to that Processing, subject to Cox withholding access to any records containing confidential information pertaining to other customers of Cox and the Customer bearing the reasonable costs of Cox incurred in facilitating the audit;
13.5 provide commercially reasonable assistance requested by the Customer in relation to (i) any communication received under clause 13.4.6, as well as any similar communication received by the Customer directly; and (ii) any Personal Data Breach, including by taking any appropriate technical and organisational measures directed by the Customer; and
13.5.1 cease Processing the Personal Data upon the termination or expiry of the Principal Agreement and, subject to the Customer expressly exercising such option in writing, either return, or securely delete the Personal Data upon the Customer's request
13.6 The Customer shall ensure that, wherever it discloses Personal Data to Cox, it is authorized to do so in accordance with the Data Protection Laws for the purposes of Cox processing that Personal Data to provide the Services.
13.7 Use of De-identified Data
The Customer acknowledges that Cox collects and uses data from across its customer base in order to improve its products and services for its customers, and to carry out related research. Cox takes steps to aggregate or otherwise de-identify any Customer data used for these purposes, and therefore does not knowingly process any Personal Data. However, to the extent that any such data is held to be Personal Data in a particular jurisdiction, Cox shall be the Controller for the purposes of the Data Protection Laws.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by Applicable Law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14 shall survive termination of the Contract.
15. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
15.1 Nothing in these Conditions shall limit or exclude Cox’s liability for:
15.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
15.1.2 fraud or fraudulent misrepresentation;
15.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
15.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
15.1.5 defective products under the Consumer Protection Act 1987; or
15.1.6 any other liability which may not be excluded, restricted or limited by law.
15.2 Subject to clause 15.1:
15.2.1 Cox shall under no circumstances whatsoever be liable to the Customer, for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of the Contract; nor any direct or indirect loss of business, revenue, profits, goodwill, use, data, compensation, ex gratia payment or other economic advantage, however they arise, whether in breach of contract (including repudiatory breach), breach of warranty or in tort, including negligence, and even if the Customer has previously been advised of the possibility of such damages or whether such liability could be assumed to be the responsibility of Cox;
15.2.2 Cox shall not be liable to the Customer if it is unable to provide any of the Goods and/or Services contemplated by the Contract due to circumstances outside its reasonable control;
15.2.3 Cox shall have no liability to the Customer where it acts in accordance with the Customer’s instructions or in reliance upon any information provided by the Customer, its Affiliates and Associated Manufacture(s); and
15.2.4 Cox's total liability to the Customer 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 in no circumstances exceed one hundred per cent of all the Fees received by Cox from the Customer in respect of the Order from which the cause of the action arose.
15.3 The warranties specified in the Contract and/or any Order are the only warranties provided with respect to the Goods and/or Services provided to the Customer by Cox. To the extent permissible at law, all other warranties (whether express or implied and including any implied warranties of fitness for a particular purpose or merchantability) are excluded provided that where legislation implies warranties or conditions or imposes obligations (statutory provisions) which cannot be excluded, restricted or modified except to a limited extent, the Contract must be read subject to those implied statutory provisions.
15.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.5 The Customer agrees that before bringing a claim against Cox, the Customer shall use its best endeavours to recover losses, claims, demands or expenses incurred by it from its insurer instead of Cox and to the extent that it is successful in recovering such sums from its insurers Cox shall not be liable to the Customer.
15.6 This clause 15 shall survive termination of the Contract.
16.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 3 (three) months' written notice subject to the payment of the Termination Payment as set out in clause 16.2, where applicable.
16.2 If Cox in accordance with Clause 16.3 or the Customer terminates the Contract or an Order prior to the expiry of the Minimum Period the Customer shall pay to Cox a lump sum Termination Payment.
16.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
16.3.1 the other party commits a material breach of its obligations under Clauses 8 and 12 and (if such breach is remediable) fails to remedy that breach within 5 (five) Business Days after receipt of notice in writing to do so;
16.3.2 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;
16.3.3 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.3.4 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;
16.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
16.3.6 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 its assets and such attachment or process is not discharged within 14 days;
16.3.7 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 (being a company);
16.3.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.3.9 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;
16.3.10 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 16.3.1 to clause 16.3.9 (inclusive);
16.3.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
16.3.12 the other party's financial position deteriorates to such an extent that in Cox's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
16.3.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
16.4 Without limiting its other rights or remedies, Cox may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
16.5 Without limiting its other rights or remedies, Cox may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Cox if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.3.1 to clause 16.3.13, or Cox reasonably believes that the Customer is about to become subject to any of them.
16.6 On termination of the Contract for any reason:
16.6.1 the Customer shall immediately pay to Cox all of Cox's outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, Cox shall submit an invoice, which shall be payable by the Customer immediately on receipt;
16.6.2 the Customer shall return all of Cox Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Cox may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
16.6.3 the Customer shall immediately cease use of any Softwareand/or any Intellectual Property Rights licenced under this Contract;
16.6.4 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
16.6.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16.7 On termination of an Order, the Services supplied pursuant to the relevant Order shall cease immediately and the Customer will immediately pay to Cox all sums due or payable under the relevant Order in relation to the terminated or expired Services, including any Termination Payment as set out in clause 16.2.
16.8 Where the Contract is terminated as a whole, Cox’s entire relationship with the Customer shall terminate and Cox shall no longer supply, and the Customer shall immediately cease to use any Services that were supplied pursuant to the Contract.
17. Force majeure
17.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Cox including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Cox or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any Applicable Law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
17.2 Cox shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
17.3 If the Force Majeure Event prevents Cox from providing any of the Services and/or Goods for more than 4 (four) weeks, Cox shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18.1 Assignment and other dealing.
18.1.1 Cox may at any time assign, transfer, mortgage, 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.
18.1.2 The Customer shall not, without the prior written consent of Cox, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2.1 Any notice or other communication given to a Party under or in connection with this Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail.
18.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission providing that the recipient has confirmed receipt.
18.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law 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 prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18.6 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
18.7.1 Cox may at its sole discretion vary the terms of this Contract at any time without notice to the Customer.
18.8 Governing law and Jurisdiction.
18.8.1 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 the law of England and Wales.
18.8.2 Each Party irrevocably agrees, for the sole benefit of Cox that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of Cox to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
Annex 1: Description of Personal Data Processing
This Annex includes certain details of the Processing of the Personal Data as required by Article 28(3) GDPR.
1. Subject matter and duration of the Processing of the Personal Data
The subject matter and duration of the Processing of the Personal Data are set out in these Conditions.
2. The nature and purpose of the Processing of the Personal Data
Cox is engaged to provide the Services to the Customer in the sphere of digital marketing for the automotive sector which involve the Processing of Personal Data. The scope of the Services are set out in these Conditions, and the Customer Personal Data will be Processed by Cox to deliver those Services and to comply with the terms of these Conditions.
3. The types of the Personal Data to be Processed
End User Data: name; date of birth; email address; telephone number; postal / zip code or equivalent; user ID / log-in details; vehicle registration number; any other categories of personal data which a user of the Cox platform or a third party import interface chooses to enter (including, by way of example (but not limited to) message forms and chat boxes).
Web Analytics Data: log files (for website visitor activity); IP address.
Dealership Employee Data: name; job title; contact information.
The categories of Data Subject to whom the Personal Data relates
'Leads' (i.e. potential end users or prospective end users of Customer's automotive products or services; other visitors to Customer's website; employees of Customer or its Affiliates or dealerships.
The obligations and rights of the Customer
The obligations and rights of the Customer are set out in these Conditions.