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Terms of business

Terms of business

Hello and welcome to Zebra PR Ltd. We are so grateful and excited that you have chosen to work with us and we can’t wait to work with you.

This contract is related to our marketing and coaching services. We want to ensure that what you can expect from us and what we expect from you is clear from the beginning. Our philosophy is to work together with transparency and clear understanding.

Below we describe the Agreement that will be in place as we go on our journey together. As you will know, at Zebra PR Ltd, we are all about being black and white. For those reasons this contract is intended to be as clear and jargon-free as is possible for a legal document. If you have any questions relating to this Agreement, please do ask them.

  1. The Agreement

1.1 You (the client) XXXXX from company XXXXX are agreeing to enter into a Marketing Services agreement with Zebra PR Ltd (company number 12616304). Our registered address is 33-34 High Street, Bridgnorth, Shropshire, England, WV16 4DB. This document may refer to you by name, company or ‘you’. This document may refer to us by company name, ‘we’, ‘our’ or ‘us’.

2. Services

2.1 This contract is applicable to all of our coaching services.

3.0 Payments

3.1 We offer payment in full options or agreed payment plans. These will be communicated clearly in writing at the time you agree to work with us. Payment either in full, or for the initial agreed amount is payable prior to any work commencing.

3.2 If you are on a monthly retainer and know that you will be later than 14 days paying for any reason, please contact us to discuss. Work on your account will be suspended if we do not receive payment without hearing from you and agreeing alternative arrangements.

3.3 If your late payment incurs us extra work we reserve the right to charge an admin fee to cover this. If payments go beyond fourteen days overdue we reserve the right to cancel our agreement and seek to recover the fees.

3.4 Our services are non refundable.

4.0 Sessions

4.1 You are responsible for scheduling sessions via email with us.

4.2 We respect your time and we expect this in return. If you cannot attend a scheduled session we require 48 hours notice in writing via email. We will then happily reschedule. Failure to provide this will result in the session being forfeited. If we have to cancel a Session then we shall use our best endeavours to provide you with as much notice as possible.

4.3 Rescheduled sessions must take place within 14 days of the original date.

4.4 We will wait 15 minutes from the start time of a virtual or physical session. If you have not joined the session within 15 minutes of the agreed start time, we will assume that you are forfeiting that session.

4.5 Any forfeited sessions that are essential to the progress of our work with you will be charged at our hourly rate to rearrange.

5.0 Your Obligations

5.1 You accept and understand that you are solely responsible for making decisions and the actions you take as a result of any discussions we have with you. We shall not be liable for any actions you choose to take, or not take, as a result of our services.

5.2 If you have any concerns over the delivery of our services, send these details to us via email immediately so that we can investigate them and make reasonable efforts to work with you to resolve any issues.

5.3 You agree that any information you provide to us is true, correct, up to date and complete

5.4 You understand that any resources or information that we provide to you as part of this Programme is for general information only and does not constitute legal, financial or medical advice.

6.0 Cancellation and Termination

6.1 Cancellation may occur if either one of us breaches terms of this Agreement, and we collectively fail to remedy the breach within 14 days of being notified by the other person; or either one of us breaches a term of this Agreement which is incapable of being remedied.

6.2 We reserve the right to limit delivery of our services or suspend, and/or terminate this Agreement without refunding any Fee, whether paid, or remaining due, if we reasonably determine that you are preventing us from delivering our services in any way.  Such behaviour shall include, but not be limited to, displaying a lack of interest Services, repeatedly ignoring or failing to respond to emails or other messages, communicating in a way which is abusive or intended to cause offence; and/or failing to follow or abide by any term of this Agreement, whether such action constitutes a material breach or not.

6.3 Upon termination of this contract for any reason any monies owing to us shall be immediately due.

6.4 Upon termination or completion of our work with you both parties agree to stop using, dispose of and return, any Confidential Information in your or our possession.

7.0 Events beyond your or our control

7.1 Whilst we shall make every effort to complete our services with you, and we expect the same from you. We realise sometimes circumstances are beyond our control and may affect our or your ability to continue working. Should this happen we will initially endeavour to rearrange services to a later date.

7.2 If this is not possible we will agree together in writing the arrangement most suitable.

7.3 Much of our work is dependent on technology. Technology including internet connections can have issues beyond our control. If this occurs we will make every reasonable effort to make alternative arrangements. If this is not possible we will reschedule.

8.0 Data Protection

8.1 We take confidentiality, data protection, privacy and GDPR extremely seriously at Zebra PR Ltd. We are registered with the ICO and apply all relevant practices to protect data to our business practices.

8.2 Confidential information that we may have access to as a part of this contract with you may include but is not limited to; ideas, business practices, documents, passwords and other log in details. We require this information in order to complete our services effectively and for you to benefit from our services.

8.3 We recognise the sensitive nature of this information and will never request any which we do not require for delivering our services to you. We will not communicate, disclose or make available your confidential information to any other party, with the exception of what may be required to be shared with contractors to Zebra PR Ltd in relation to your agreement with us. It will be used for its sole purpose of delivering our services and fulfilling our agreement with you for work.

8.4 Confidential information excludes information that is available in the public domain or that we had prior existing knowledge of before this agreement commenced.

8.5 How we handle and process personal information (personal data as defined by UK Data Protection legislation) can be found in our Privacy Policy available on our website.

8.6 You are responsible for ensuring that for any personal information which is shared with Us or We have access to;You have gained all necessary consents and/or made appropriate privacy notifications of your intentions to share Personal Information with us. We will not be liable for any failure by You to meet Your responsibilities under UK Data Protection law.

8.7 You recognise under UK Data Protection law that We cannot process Personal Information which you share with Us, unless a compliant Data Processing Agreement has first been put in place. You therefore under the terms of this contract will either:

a) Provide a compliant Data Processing Agreement for our agreement

                                                 OR

b) In signing this Contract and in the absence of a compliant Data Processing Agreement provided by you; agree to the terms of the Data Processing Agreement provided in Annex A

8.8 As a part of working with us you agree to us sharing messages, reviews and feedback for our marketing purposes. We will not share anything confidential within these when we do so. We will remove any identifying personal information if required.

8.9 As a part of this agreement you agree to not share any confidential information of ours that we share with you. This includes our ideas, personal information, documents and trade secrets.

8.10 As a part of working with us, if required you may also communicate with third-parties who contract to us. We are not liable for your use of their information.

9.0 Reputation

9.1 Throughout the duration of working with us and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm Zebra PR Ltd, Rebecca Withers, Lindsey Rollings and any of our contractors, clients or their reputation. Should any dispute arise we will make every effort to endeavour to resolve this between the parties involved. If this is not successful, legal action can then commence.

10.0 Other

10.1 If your details change it is your responsibility to update us.

10.2 By signing this agreement you confirm that you have chosen to work with us of your own free will. You confirm that you have approached us for our services and that we have not in any way made unsolicited or inappropriate approaches to you. We will not be held responsible for any agreements you have with any other companies that may be impacted by your work with Zebra PR Ltd. Any agreements with other service providers are between you and them solely.

11.0 Conclusion

11.1 This Contract has been created in the United Kingdom which is our place of business.

I confirm that my signature indicates my full understanding and agreement with the information outlined above.

Name         ______________________________

Company   ______________________________

Date           ______________________________

ANNEX A – Data Processing Agreement

The parties (You and US) named within the above contract referred to collectively as the “Parties” and each as a “Party“.

Preamble:

The Parties have entered into a contract which requires that the Processor (Us) accesses and/or processes Personal Data. This agreement (“the Data Processing Agreement“) and subsequent schedules specify the obligations of the Parties when Processing Personal Data.

  1. Definitions and Interpretation

The words and expressions below will have the meanings set out next to them:

Appointed Agent” means any auditor or third party, formally appointed by the Data Controller to perform a range of tasks associated with the validation of the performance of the Data Processor.

Contract” means this Data Processing Agreement.

  • shall mean the data protection laws of the country in which Controller is established, including the UK GDPR, Data Protection Act 2018, and any data protection laws applicable to Controller.
  • shall mean the  UK General Data Protection Regulations as implemented by the Data Protection Act 2018.

Third Party” means a party which is not Controller, Processor or the Data Subject to whom the Personal Data relates.

  • Scope of contract and Distribution of Responsibilities
    • The Parties agree that, for Processing Personal Data, the Parties shall be Controller (You) and Processor (Us).
    • 2.2               Processor shall Process Personal Data only on the written instructions of Controller and at all times only in accordance with this Data Processing Agreement, especially the respective Schedules.
    • Within the scope of the Contract, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.
  • 3.                 Processing Instructions
    • 3.1               Processor will Process Personal Data in accordance with Controller’s instructions. This Data Processing Agreement contains Controller’s initial instructions to Processor. The Parties agree that Controller may communicate any change in its initial instructions to the Processor by way of written notification to the Processor and that Processor shall abide by such instructions. The Processor shall maintain a secure, complete, accurate and up to date record of all such individual instructions.
    • For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this Data Processing Agreement (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the respective Agreement.
    • 3.3               Processor shall immediately inform the Controller in writing if, in Processor’s opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.
  • 4.                 Processor Personnel

Processor will restrict its personnel from Processing Personal Data without authorisation. Processor will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.

  • Disclosure to Third Parties; Data Subjects Rights Requests
    • Processor will not disclose Personal Data to any third party (including any government agency, court, or law enforcement) except with written consent from Controller or as necessary to comply with applicable mandatory laws. If Processor is obliged to disclose Personal Data to a law enforcement agency or third party, Processor agrees to give Controller reasonable notice of the access request prior to granting such access, to allow Controller to seek a protective order or other appropriate remedy. If such notice is legally prohibited, Processor will take reasonable measures to protect the Personal Data from undue disclosure as if it were Processor’s own confidential information being requested and shall inform Controller promptly as soon as possible if and when such legal prohibition ceases to apply.
    • In case Controller receives any request or communication from Data Subjects which relates to the Processing of Personal Data (“Request“), Processor shall provide the Controller with full cooperation, information and assistance (“Assistance“) in relation to any such Request where instructed by Controller.
    • 5.3               Where Processor directly receives a Request, Processor shall;
  • not directly respond to such Request,
  • notify Controller within 5 (five) business days and present all information received from the Data Subject. The mechanism for this notification is as per Clause 17.
  • provide Assistance according to further instructions from Controller.
  • Technical and Organizational Measures
    • 6.1               Processor shall implement and maintain appropriate technical and organizational security measures to ensure that Personal Data is Processed according to this Data Processing Agreement, to provide Assistance and to maintain its  integrity and confidentiality (“TOMs“).
    • Processor shall document the implemented TOMs and shall provide Controller with such documentation upon request.
  • 7.                 Assistance with Data Protection Impact Assessment
    • Where a Data Protection Impact Assessment (“DPIA“) is required under applicable Data Protection Laws for the Processing of Personal Data, Processor shall provide upon request to Controller any information and assistance reasonably required for the DPIA and assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to Processor’s obligations under this Data Processing Agreement.
  • Information Rights and Audit
    • 8.1               Processor shall, in accordance withData Protection Laws, make available to Controller on request in a timely manner such information as is necessary to demonstrate compliance by Processor with its obligations under Data Protection Laws.
    • 8.2               Processor shall, upon reasonable notice, allow for and contribute to on-site inspections of the Processor’s Processing of Personal Data, as well as the TOMs (including data processing systems, policies, procedures and records), during regular business hours and with minimal interruption to Processor’s business operations. Such on-site inspections are conducted by the Controller, its affiliates or an independent third party on Controller’s behalf (which will not be a competitor of the Processor) that is subject to reasonable confidentiality obligations.
    • Processor undertakes to cooperate with Controller in its dealings with national data protection authorities and with any audit requests received from national data protection authorities. Controller shall be entitled to disclose this Data Processing Agreement or any other documents (including contracts with subcontractors) that relate to the performance of its obligations under this Data Processing Agreement (commercial information may be removed).
  • 9.                 Personal Data Breach Notification

In respect of any Personal Data Breach (actual or reasonably suspected), Processor shall:

  • 9.1               notify Controller of a Personal Data Breach involving Processor or a subcontractor without undue delay (but in no event later than 72 hours after becoming aware of the Personal Data Breach);
    • notification should be made as per Clause 17.
    • not be responsible for contacting the regulatory body and should not do so without the prior approval of the Controller
    • 9.4               provide reasonable information, cooperation and assistance to Controller in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.
  • Subcontracting
    • Controller declares its explicit prior approval of Processor’s use of subcontractors as sub processors to fulfil its obligations under this Agreement as indicated in Schedule 3.
    • 10.2            Where Processor, with Controller’s consent, subcontracts its obligations and rights under this Data Processing Agreement it shall do so only by way of a binding written contract with the subcontractor which imposes essentially the same obligations according to Art. 28 GDPR especially with regard to instructions and TOMs on the subcontractor as are imposed on Processor under this Data Processing Agreement.
    • Processor must ensure that he has carefully selected the subcontractor with particular regard for the suitability of the subcontractor’s TOMs. Controller must in particular have the right to perform inspections on site at the subcontractor’s premises, or to have a third party perform them.
    • Where the subcontractor fails to fulfil its data protection obligations under the subcontracting agreement, Processor shall remain fully liable to Controller for the fulfilment of its obligations under this Data Processing Agreement and for the performance of the subcontractor’s obligations.
  • 11.               International Data Transfers
    • The Parties agree that Personal Data may be transferred by the Processor to online applications provided by sub-contractors  located outside of the European Economic Area. The Processor shall only be permitted to conduct such transfers (Restricted transfers) following implementation of appropriate safeguards as recognised by Data Protection Laws and applicable Supervisory Authorities.
  • 12.               Termination
    • This Agreement may be terminated by Controller giving not less than 3 months written notice to Processor.
    • This Agreement may be terminated by the Processor giving not less than 3 months written notice to Controller.
    • Termination must be communicated in writing to Parties with the mechanism as per Clause 17 of this Agreement.
  • Consequences of Termination
    • On termination of this Agreement for whatever reason, Processor shall cease to process the Personal Data and Confidential Information and shall arrange for the prompt and safe return of all of the Personal Data and Confidential Information, processed under the terms of this Contract to Controller, together with all copies of the Personal Data in its possession or control or that of its agents or contractors, within such time and by such secure means as Controller shall provide for in writing at the time of termination of the Contract.
    • On termination of this Contract, should Controller require the deletion of Controller Data still held by Processor then Processor should provide written evidence to support the deletion activity.
    • Termination of this Contract shall not affect any rights or obligations of either Party which have accrued prior to the date of termination and all provisions which are expressed to, or do by implication, survive the termination of this Contract shall remain in full force and effect.
  • Complaints relating to processing of Personal Data under this Contract
    • Controllershall be responsible for the handling of and responding to processing any complaints or expressions of dissatisfaction which may be received from the Data Subjects to which the Personal Data relates or others, in relation to the processing of the Personal Data under this Contract.
    • Processorhereby agrees to assist Controller with any applicable complaints or expressions of dissatisfaction which may be received from the Data Subjects to which the Personal Data relates or others, in relation to the processing of the Personal Data under this Contract as per Schedule 1.
    • If Processor receives any complaints or expressions of dissatisfaction, relating to the Personal Data processed on behalf of the Controller it shall immediately and without undue delay, forward it to the person nominated by Controller under clause 17 of this Contract.
    • WhereControllerconsiders that it is necessary for copies of the Personal Data to be transferred to it to allow it to respond to a complaint or expression of dissatisfaction, Controller will inform Processor that it requires copies to be transferred. Before transferring the copies, Processorwill establish with Controller the appropriate method of transfer and will securely transfer the copies of the Personal Data to Controllerin line with Controller’s requirements, to arrive no more than 5 working days from the date of Controller’s request to Processor.
  • Miscellaneous
    • In case of any conflict, the provisions of this Data Processing Agreement shall take precedence over the provisions of any other agreement with Processor.
    • No Party shall receive any remuneration for performing its obligations under this Data Processing Agreement except as explicitly set out herein or in another agreement.
    • Any supplementary agreements or amendments to this Data Processing Agreement must be made in writing and signed by both Parties.
    • Should individual provisions of this Data Processing Agreement become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this agreement.
  • Indemnity
    • Processorhereby agrees to indemnify Controller up to a maximum of the Commercial Contract value (aggregated), against all losses, costs, expenses, damages, liabilities, demands, claims, fines, penalties, actions or proceedings which Controller may incur arising out of any failure by Processor or its employees or sub-contractor to comply with any of its obligations under this Contract.
  • Notices

17.1        Any notice under or in connection with this Contract shall be in writing (but not by fax, e-mail or similar means) and shall be delivered personally, or sent by courier or by recorded or registered mail to the following addresses:

Notices to [PROCESSOR]:Zebra PR Ltd

Address: 33-34, High Street, Bridgnorth, Shropshire. WV16 4DB

Marked for the attention of:  The Directors

Notices to [CONTROLLER]:  CLIENT  NAME

Address: MAIN SITE ADDRESS

Marked for the attention of: RELEVANT PERSON

A notice shall become effective on the date it is delivered to the address of the recipient Party shown above. A Party may notify the other of a change to its notice details.

  1. Local Supervisory Authority for the purposes of this contract is agreed to be the UK, Information Commissioners Office. (ICO)

The following Schedules form an integral part of this Data Processing Agreement:

SCHEDULE 1

services

The Controller requires the following services from the Processor.

Marketing Services

It is required that in order to provide these services Personal Data will be shared between the Controller and the Processor. The categories of Personal Data are listed in Schedule 3.

The Processor shall only process Personal Data under the term of this agreement and for the provision of services listed within this Schedule.

SCHEDULE 2

categories  

The following categories of personal data are shared between Controller and Processor.

Client Employee’s

  • Employee Name(s)
  • Employee Work Addresses & Contact details
  • Client Customers
  • Customer Name(s)
  • Customer Contact details

Schedule 3

Sub- Processors


Processor intends to use the service of the following subcontractors for Processing of Personal Data passed to it by the Controller, as of effective date of this Data Processing Agreement.

Name of SubcontractorPurposeLocation of ProcessingCategories of Data Shared