RM Terms and Conditions of Sale (Effective from May 2013)
1.1 "Conditions" these terms and conditions 1.2 "Consumer" means a Customer who purchases or licences Products for its own private use 1.3 "Customer" means a purchaser or licensee of the Products 1.4 "Hardware" the computer equipment to be purchase 1.5 "Products" any Hardware or Software sold or licensed by RM 1.6 "RM" RM Education Ltd 1.7 "Software" the software to be purchased and related materials, updates and enhancements developed by RM or third parties and supplied by RM 1.8 "Subscription Service" either Software that is purchased with a time limited licence or a service that continues over a period of time determined by RM.
2.1 Notwithstanding delivery, installation and acceptance, title to the Hardware shall not pass to the Customer but shall be retained by RM until full payment for the Products has been received by RM from the Customer.
2.2 Until such time as title in the Hardware has passed to the Customer, RM:
2.2.1 shall have absolute authority to retake, sell or otherwise deal with or dispose of any or part of the Hardware; and
2.2.2 for the purpose specified in (b)(i) above, RM or any of its agents or authorised representatives shall with reasonable cause be irrevocably entitled at any time and without notice to enter upon any premises in which the Hardware or any part thereof is installed, stored or kept, or is reasonably believed so to be; and
2.2.3 shall be entitled to seek a Court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Hardware.
3. HARDWARE WARRANTY
3.1 Unless otherwise specified RM warrants to the Customer that the Hardware supplied hereunder by RM is free from defects of workmanship and materials for the period set out below which commences on installation by RM or on delivery of Hardware if not to be installed by RM. If the Customer delays installation by RM for more than 30 days from delivery, installation shall be deemed to have occurred on the thirtieth day following delivery. RM undertakes subject to Paragraphs 3.3, 3.4 and 3.5 below to repair or, at its option, to replace the hardware purchased hereunder which RM has on inspection found to be defective:
3.1.1 for ninety (90) days in the case of upgrades and spare parts sales;
3.1.2 for a minimum of one (1) year and as specified by the manufacturer in the case of printers and peripherals; and
3.1.3 otherwise for one (1) year provided that RM may vary the warranty periods and service level at its discretion from time to time as published in the RM Systems Price List applicable at the time of purchase.
3.2 Each claim by the Customer under this warranty shall be notified to RM within the warranty period specifying the serial number and date of purchase of Hardware and nature of defect. On notification, RM or its agents or representatives shall have the option of telephone diagnostics and remote resolution. Should further testing, inspection, repair or replacement be required, RM shall have the option of providing such service on-site at the Customer's location or of having the Hardware returned to RM or such other address as may be notified to the Customer freight pre-paid. Replacement parts or Hardware shall be sent by RM to the Customer ordinary freight pre-paid, subject always to 3.3, 3.4 and 3.5 below.
3.3 On-site service is only available within the UK mainland and islands connected by road bridges. Onsite service for monitors will usually be a permanent exchange with similar new or refurbished as new monitors.
3.4 In the event of any claim presented under warranty being found on investigation by RM either to be outside the scope or duration of this warranty or the fault not being confirmed, then the cost of such investigation and repair shall be borne by the Customer.
3.5 RM shall not be liable at any time for damage or defects in the Hardware or parts caused by:
3.5.1 improper use or installation; or
3.5.2 use of the Hardware outside the specifications detailed in the documentation relating to the Hardware; or
3.5.3 outside the specific application of the Hardware; or
3.5.4 where Hardware has been repaired or modified by persons not authorised by RM.
3.6 SystemCare warranty options are subject to separate terms and conditions available on request.
4. SOFTWARE LICENCE
4.1 If the Customer is furnished with a developer's software licence, the same must be signed and returned to RM within seven (7) days or as otherwise specified in the said licence. In the event that the Customer fails to sign and return the said licence in accordance with this sub-clause:-
4.1.1 RM reserves the right to withhold release and/or support of the Software.
4.1.2 If Software has been released to the Customer RM reserve the right to terminate Software Licence and to receive full payment for the Software.
4.2 Otherwise, upon delivery of the Software, the Customer will be granted and will accept a non-exclusive, non-transferable licence to use the Software on a single designated system or temporary back up system containing not more than one central processing or master unit ("CPU"), on the terms of these Conditions including the following:
4.2.1 The Customer undertakes not to copy Software in whole or in part other than up to a maximum of three (3) machine readable copies for Customer's internal use on a single designated CPU;
4.2.2 The Customer undertakes not to reproduce, translate, adapt, vary or modify the Software;
4.2.3 The Customer undertakes to reproduce and include RM's or any third party's copyright notice and/or any other legend on each copy of the Software including partial copies and modifications of the Software; and
4.2.4 The Customer agrees not to reverse assemble or reverse compile the Software in whole or in part except to the extent permitted by law.
4.3 All copies of the Software in whole or in part are the property of RM or of others and no title to or ownership of the Software or any unmodified part thereof is hereby transferred to the Customer. Notwithstanding any copyright notice appearing thereon the Software is proprietary and confidential information and Customer agrees not to provide, disclose or make available any Software or part thereof to any third party.
4.4 The Customer shall grant access to the Software only to those employees whose duties require it and shall take all such reasonable steps to ensure that all such persons are bound by the same obligations as the Customer and in particular shall ensure that in the case of employees such obligations are expressed so as to ensure beyond any termination of their employment with the Customer.
4.5 RM shall be entitled from time to time during working hours, on giving reasonable notice, to enter on to Customer's premises where Software is installed to verify whether the Customer is complying with these conditions.
5.1 In respect of Software, this Licence is effective from the date of delivery of Software by RM and shall remain in effect until it expires or is terminated by the Customer or by RM provided RM shall only exercise its right to terminate in the event that continued use or possession of the Software by the Customer infringes rights of the developer or of a third party or if RM is forced so to do by law or if the Customer is in breach of contract. In the event of such exceptional termination, the Customer shall cease all further use of Software and will certify in writing to RM that to the best of its knowledge the original and all copies of the Software have been (at the option of RM) either returned to RM or destroyed.
5.2 In respect of a Subscription Service, the term shall begin on the date the Customer order is accepted by RM (or such date agreed in writing by RM) and shall continue for the period of time described in the order acceptance issued by RM ("Initial Term"). At the end of the Initial Term the Subscription Service shall automatically renew for consecutive periods of time commensurate with the Initial Term ("Subsequent Term"). RM will allow a Subscription Service to lapse at the end of its Initial or Subsequent Term provided the Customer gives RM at least 30 days notice prior to the expiry date of the Subscription Service. RM reserves the right to charge an additional administration fee to set up or renew any Subscription Service where the Customer has opted out of the aforementioned automatic renewal provision.
6. SOFTWARE WARRANTY
6.1 In the case of Software produced by RM ("RM Software") RM Software is warranted to conform substantially to its published functional specifications for a period of ninety (90) days from the date of installation. RM will during the said period, at its own expense, correct any such non-conforming Software provided that the Customer has notified RM and upon inspection RM has found the Software to be non-conforming. The Customer's sole and exclusive remedy under this warranty will be limited to such correction. This warranty is subject to the following conditions:
6.1.1 Any modification of the Software by any persons not authorised by RM shall void this warranty.
6.1.2 Damage resulting from or aggravated by negligence or misuse is excluded.
6.1.3 This warranty is subject to the Customer following the procedures (if any) specified by RM from time to time for fault recording.
6.1.4 The Customer reporting any faults in the Software within seven (7) days of the fault becoming apparent and co-operating with RM in carrying out such diagnostic and test routines as RM may require in accordance with RM's instructions.
6.1.5 The Customer returning to RM, if so required by RM, at its own expense the Software suitably packed.
6.2 In the case of non RM software ("Non RM Software"), RM will use reasonable endeavours at its own expense to procure that the Customer will have the benefit of any warranty given by a Third Party in respect of non RM software delivered subject to the Customer complying with the conditions of such warranties.
7.1 Unless specifically agreed in writing and authorised by a Director of RM these Conditions shall supersede all Terms and Conditions of the Customer. These Conditions shall constitute the entire understanding between the parties and (for the avoidance of doubt) acceptance of deliveries of the Products hereunder shall constitute acceptance by the Customer of these Conditions. No liability shall attach to RM its agents or employees in respect of any representation made or advice given with regard to Products to be supplied unless confirmed in writing and signed by a Director of RM. RM shall not be obliged to accept any orders placed by the Customer and RM shall be under no legal obligation to fulfil any order until such order has been accepted by RM in accordance with clauses 9 and 24.
7.2 RM reserves the right to amend these Conditions from time to time without notice by updating the same on its website rm.com.
8. CANCELLATION / RETURNS
Cancellations 8.1 The Customer may cancel an order after acceptance of the order by RM in accordance with these Conditions, but before delivery of the Product and RM shall be entitled to charge the Customer a cancellation fee of up to but not greater than the total order value such cancellation fee to be calculated by RM at its sole discretion. 8.2 The Customer may cancel that part of an order which is amended if the amendment is proposed by RM and the amended part of the quote is of a greater value than that part of the original quote. 8.3 The Customer may cancel an order for a service in accordance with relevant terms of service; these are available from www.rm.com, or in any event: 8.3.1 by a Consumer within 7 days under the Regulations, provided that the service has not commenced; or
8.3.2 by any Customer (other than a Consumer) only by agreement with RM, such agreement to be at RM's sole discretion. Returns 8.4 The Customer may return a Product to RM, and RM will issue a credit in accordance with clause 8.8, provided the returned Product: 8.4.1 is free from damage and is in its original condition; or 8.4.2 is received by RM within 28 days of the date the Product was delivered to the Customer; and
8.4.3 the Product is not identified in the list of Products exceptions below. 8.5 Returns of the Products listed below will not be accepted: 8.5.1 Products made to the Customers own specification; 8.5.2 audio or video recordings or computer software that the Customer has unsealed; or 8.5.3 such other Products identified in the RM Returns Policy from time to time. 8.6 The Customer must take reasonable care of the Product whilst it is in the Customer's possession and must take reasonable steps to protect the Product from damage whilst in transit. In all events the Customer will be responsible for the cost of returning the Product to RM. 8.7 If the Customer fails to comply with this obligation, RM may, at its discretion, refuse to issue a credit or reduce the value of the credit. 8.8 Provided a returned Product complies with the conditions set out in clause 8.4, RM shall issue a credit for the price paid for the Product, excluding the original cost of delivering the Product, within 30 days from the date the product is received by RM. Consumer Protection (Distance Selling) Regulations 2000 ("Regulations")
8.9 In addition to the rights set out above, a Consumer may cancel an order under the Regulations by giving RM written notice within seven (7) working days, beginning on the day after receipt of the Products. In this case, RM will issue a refund of the price paid for the Products, including the original cost of delivering the Product, within thirty (30) days from the date of notice is given. The Regulations and this clause 8.9 do not apply to those Products listed in clause 8.5 8.9.1 The Consumer must take reasonable care of the Product whilst in its possession and must take reasonable steps to protect the Product from damage whilst in transit. If the Consumer does not comply with this obligation RM may have a right of action against the Consumer for compensation Further details on RM's Returns Policy are available on rm.com.
Order Amendments 8.10 The Customer may request an amendment to an order prior to delivery of the Product. Amendments requested by the Customer may incur an additional charge to be calculated by RM at its sole discretion. Amendments requested by the Customer may result in delayed delivery of the Product. A Customer may only request an amendment to an order in writing. The request must state clearly the Customer name, order number, the requested amendment and the reason for the amendment. No change to the order will be effective until RM has confirmed in writing (which for these purposes shall include e-mail) its acceptance to a Customer requested amendment.
8.11 RM may request an amendment to an order prior to delivery of the Product. Amendments requested by RM may incur an additional charge to be calculated by RM at its sole discretion. Amendments requested by RM may result in delayed delivery of the Product. RM may only request an amendment to an order in writing (which for these purposes shall include e-mail). The request must state clearly the Customer name, order number, the requested amendment and the reason for the amendment. The Customer must respond to an RM requested amendment within 7 days. If the Customer does not respond to an RM requested amendment within 7 days then the revised quote shall be an order subject always to the provisions of these Conditions.
9.1 Unless a written quotation has been given (whereupon the price quoted will be fixed for a period of thirty days or such other period as is specified therein) the prices for the Products are subject to alteration without notice and the price charged to the Customer will be that applicable at the date of RM's acceptance of the order. Orders are not binding upon RM until accepted by RM. All prices are exclusive of Value Added Tax (and any similar tax) packing carriage insurance and installation. Where applicable these will be added as separate items on RM's invoice.
9.2 Orders will be deemed accepted and binding on both parties as follows:
9.2.1 where an authorised officer issues written acceptance to the Customer, at the point of such acceptance; or
9.2.2 in all other circumstances, at the point that RM commences delivery of the Product in question.
In particular, but without limitation to the generality of the foregoing, the generation of any automatic electronic responses shall not constitute acceptance of an order.
10.1 Unless otherwise notified to the Customer in writing by RM, the Customer shall pay for Products at the time of order. Alternatively where the Customer is invoiced by RM on the date of delivery for the Products, the Customer shall pay all invoices within thirty (30) days of the date thereof (time being of the essence). Terms of payment are within RM's sole discretion and unless otherwise agreed to by RM, payment may be received by RM prior to RM's acceptance of an order in accordance with these terms. RM reserves the right to charge interest at the lower rate of (a) 8% per annum above the Bank of England base rate or (b) the highest rate applicable under the Governing Law, from time to time on any payment or any part payment overdue calculated from the date due and to recover its expenses including legal fees and costs of collection and to suspend delivery, performance of any warranty or (at RM's option) forthwith to determine the same. RM has no obligation to provide service or support until RM has received full payment for the Product or services or support that the Customer has purchased.
11. DELIVERY AND INSTALLATION
11.1 Dates for delivery of the Products are estimates only and are subject to RM's availability schedule. RM shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s).
11.2 Where RM installs Hardware, RM shall perform the standard inspection diagnostic checks. For Hardware, designated by RM as Customer installable the Customer shall be responsible for the installation of Hardware in accordance with instructions provided by RM.
11.3 All deliveries shall be made between 09.00 hours and 17.00 hours ("working hours") Monday to Friday inclusive excluding Public Holidays. If the Customer requires delivery to be made outside such times an additional charge shall be payable. RM reserves the right to make partial deliveries.
12. DAMAGES, SHORTAGES OR LOSS IN TRANSIT
The Customer shall inspect the Products immediately on delivery and RM will accept responsibility for damages, shortage or loss in transit only if:
12.1 Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to RM or is notified in writing to RM in cases of outwardly non visible loss or damage to unchecked Products to arrive in either case within five (5) working days from receipt of the Products by the Customer; and
12.2 In cases of suspected damage in transit the added packaging is retained for inspection; and
12.3 The Products are handled by the Customer in accordance with RM's or the carriers conditions of carriage or handling stipulations.
Where RM accepts responsibility under this clause RM shall at its option replace or repair any Products proved to RM's satisfaction to have been lost or damaged in transit.
13. ACCEPTANCE OF PRODUCTS
13.1 For RM installed Products, satisfactory completion of RM's standard test procedure and an Acceptance Form signed by the Customer and RM will be sufficient to establish acceptance.
13.2 If the acceptance Form is not signed by the Customer within seven (7) days after physical installation of the Hardware and in the absence of written notification of valid reasons justifying non acceptance, the Customer shall be deemed to have accepted the Products on the eighth (8th) day.
13.3 If installation is not performed by RM, RM shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be the date of delivery to the Customer.
14. PASSING OF RISK
Subject to Clause 8 risk of loss and damage shall pass from RM to the Customer upon delivery of Products to the Customer or its agent.
15. CONFIDENTIAL INFORMATION
Customer agrees to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to the Customer hereunder the Customer shall take all reasonable steps to ensure that its employees are bound by the same obligations and that such obligations ensure beyond any termination of employment with the Customer.
16.INTELLECTUAL PROPERTY RIGHTS
16.1 If notified promptly in writing of any action (and all prior claims relating to such action) brought against the Customer, based on a claim that the Customer's use of Products infringes a United Kingdom patent or copyright, RM will defend such action at its expense and pay the costs and damages awarded, provided that RM shall have sole control of the defence of any such action and all negotiations for its settlement or compromise. At any time during the course of any litigation arising out of a claim of infringement for a United Kingdom patent or copyright, or if in RM's opinion, a Product is likely to become the subject of a claim of infringement of a United Kingdom patent or copyright, RM will at its option and expense either procure for the Customer the right to continue using the Product, replace or modify the same so that it becomes non-infringing, or grant the Customer a credit for the Product as depreciated and accept its return. Depreciation will be an equal amount per year over the lifetime of the Product as established by RM. RM will not have any liability to the Customer under any provision of this clause if the infringement or claim thereof is based upon:-
16.1.1 use of Products in combination with other equipment or software not supplied by RM; or
16.1.2 the use of Products in carrying out any patented process; or
16.1.3 infringement as described in 16.3 below.
16.2 The foregoing states the entire liability of RM with respect to infringement of patents or copyrights by Products or any part thereof or by their operation. No costs or expenses will be incurred for the account of RM without the prior written consent of RM.
16.3 The Customer will hold RM harmless against any expense, judgement or loss of infringement of any patents, copyrights or trademarks which results from RM's compliance with Customer's designs specifications or instructions.
17. RM's LIABILITY
17.1 Products have been manufactured or developed by RM or third parties to standard specifications. The Customer accepts that RM is acting only as a supplier and that it is the Customer's responsibility to verify that the Hardware and Software will be suitable for its own requirements. There are no warranties, conditions, guarantees or representation as to description merchantability or fitness for a particular purpose or other warranties, conditions, guarantees or representation whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statute implied terms as to title.
17.2 Notwithstanding 17.1 above the remedies set out in this Agreement do not apply to consumer transactions except in so far as they add to Customer's rights implied by statute. In relation to such transactions the rights and obligations of RM and the Customer in respect of defects in any Products supplied by RM to the Customer under this agreement, the fitness for any particular purpose of such Products and the correspondence of such Products with any description or sample shall be determined by the Terms and Conditions implied by Statue.
17.3 Notwithstanding 17.1 and 17.2 above all rights which the Customer may have under the Consumer Protection Act 1987 and the Consumer Protection (Distance Selling) Regulations 2000 are in addition to those set out in this Agreement.
17.4 If RM is unable other than through the act or default of the Customer within a reasonable time to replace or repair the defective Hardware or correct non-conforming Software in accordance with the warranty set forth herein and where the Hardware or Software in question is totally unusable due to the defect or non-conformity the Customer may reject it and upon its return to RM's premises is entitled to recover the purchase price of the Hardware or the licence fee for the Software as appropriate.
17.5 RM shall be liable for death or personal injury arising from the use of Products to the extent that it results from the negligence of RM or its employees. RM shall also be liable to the Customer for any other direct loss of or damage to tangible property caused solely by the negligence of RM or its employees subject always to the maximum aggregate liability of RM under this Agreement or in connection with the supply of any products or services under it, whether in respect of contract, tort or otherwise in relation to any successful claim made on RM by the Customer not exceeding the amount received by RM from the Customer in respect of sale of the products and services to which the claim relates.
17.6 The Customer agrees that RM will not be liable for any loss arising out of the provision of goods or services by any company organisational person other than RM or for any loss caused by the Customer's failure to perform his obligations in relation to this agreement.
17.7 RM shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits or of data) in connection with or arising out of the supply, functioning or use of the Hardware or the Software even if RM shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.
17.8 Except in respect of the liability of RM for death or personal injury resulting from the negligence of RM or its employees or a claim under 17.2 or 17.3 above or in respect for a claim for non-payment of monies due under this agreement no action regardless of form arising out of the transactions in relation to this agreement may be brought by either party more than 2 years after the cause of action has accrued.
18. EXPORT CONTROL
Under regulations governing United Kingdom trade and by virtue of its agreements with suppliers, RM requires to be pre-notified of shipments outside the United Kingdom. Customer is required to obtain all necessary licences prior to export. Delivery of Products is subject to all such authorisations being available at the time of delivery. RM will provide guidance and required data or at its option seek to obtain the relevant licences on behalf of the end user.
RM reserves the right to change specifications of Products at any time and without notice and to supply Hardware and/or Software which differs from the specifications agreed between RM and Customer provided that such substitutions do not materially affect the performance of the Products.
20.1 RM shall have the right, without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate forthwith this agreement, including any Software licence in any of the following events:-
20.1.1 if the Customer fails to pay any sums to RM on the due date of payment; or
20.1.2 if the Customer commits any other breach of any of the Conditions provided that if the breach in question is one which the Customer can effectively remedy then the said notice of termination shall not be effective to terminate this agreement unless the Customer fails within thirty (30) days of the date of such notice effectively to remedy the breach complained of; or
20.1.3 if the Customer ceases to carry on business or substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due.
21.1 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control.
21.2 Failure by RM to exercise or delay exercising any of these Conditions shall not constitute or be deemed to be a waiver of RM's rights hereunder nor prejudice RM's rights to take subsequent action.
21.3 The headings in these Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Conditions.
21.4 The invalidity or unenforceability for any reason of any part of these Conditions shall not prejudice the continuation in force of the remainder thereof.
21.5 The Agreement set out in these Conditions shall not be assigned by the Customer without the prior written consent of RM. Any such attempt to assign shall be void.
21.6 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the Customer set out in each sales order (for notices to be sent to the Customer) or the registered office of RM (for notices sent to RM).
21.7 Where the customer comprises two or more persons their liability and obligations to RM shall be joint and several.
22. RIGHTS OF THIRD PARTIES
Both parties expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between the parties to this Agreement in relation to the subject matter of this Agreement and that any third party mentioned in this Agreement either specifically or by implication shall be expressly excluded from bringing a claim under the said Act.
23. DATA PROTECTION
23.1 In this Agreement, the terms data controller, data processor, personal data, sensitive personal data and processing shall be as defined in the European Data Protection Directive 95/46/EC and "Data" shall mean the personal data and sensitive personal data provided to RM in connection with this Agreement. "Data Protection Law" means applicable data protection legislation implementing the European Data Protection Directive 95/46/EC and any amendments, revisions, re-enactments or consolidations thereof.
23.2 The Customer acknowledges that it is a data controller and that RM is a data processor.
23.3 RM shall:
23.3.1 use the Data only on your instructions as set out or referred to in this Agreement to provide the services; 23.3.2 provide appropriate technical and organisational measures to protect the security of the Data, in particular against unauthorised or unlawful access or processing, alteration, accidental loss or destruction of or damage to the Data; and 23.3.3 take all reasonable steps to ensure the reliability of any of its staff who have access to Data processed in connection with the Service.
23.4 The parties acknowledge that RM's provision of the service under this Agreement may require the transfer of Data to RM's sub-contractors (including RM group entities) ("Recipients") outside the European Economic Area in countries which have not been approved by the European Commission as having adequate protections in place for the purpose of the transfer of personal data. RM will be permitted to transfer Data to such Recipients provided that RM shall have entered into an agreement with the relevant Recipient based upon standard contractual clauses approved by the European Commission for transfers of personal data to processors outside of the European Economic Area and which agreement shall include security obligations on the Recipient which are no less onerous than those contained in this Agreement.
23.5 The parties also acknowledge that RM may also use services and/or products from other third parties in order to provide the services under this Agreement and that, in doing so, RM may transfer Data to such third parties. This may include (by way of example only) third parties that provide online storage and other facilities. If RM becomes aware of any such third party wishing to transfer Data outside the European Economic Area, RM shall request that the third party enters into an agreement of the sort noted in clause 23.4 above.
23.6 The Customer agrees to comply with its obligations under Data Protection Law in relation to its collection, processing and provision of Data to RM in connection with the services provided under this Agreement.
23.7 The Customer shall indemnify and keep RM indemnified against all costs, claims, losses, damages and expenses (including legal expenses) arising out of, or in connection with, any breach of this Clause 23 by the Customer and/or its employees, agents and/or sub-contractors.
23.8 The Customer acknowledges that RM is reliant on the Customer for direction as to the extent to which RM is entitled to use and process the Data. Consequently, RM will not be liable for any claim brought by the Customer or any data subject arising from any action or omission by RM to the extent that such action or omission resulted from your instructions.
24. ELECTRONIC ORDERING
24.1 RM agrees to accept orders from the Customer in any electronic format agreed in advance by RM and the Customer and posted by RM on RM's Sales Order web site.
24.2 The Customer shall complete and issue the electronic purchase order to RM.
24.3 RM shall not be considered to have accepted any electronic purchase order until:
24.3.1 where an authorised officer issues written acceptance to the Customer, the point of such acceptance; or 24.3.2 in all other circumstances, RM has commenced delivery of the Product in question.
In particular, but without limitation to the generality of the foregoing, the generation of any automatic electronic responses shall not constitute acceptance of an order.
24.4 In the event that either RM or the Customer suffers a systems failure which disrupts the sending and receipt of electronic purchase orders, then, until the systems failure is rectified, orders will be sent and received by fax.
The Customer shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with this Agreement and/or any other agreement that the Customer may have with RM, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. The Customer shall, whenever requested by RM, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
26. GOVERNING LAW
These Conditions shall be governed by and construed in all respects in accordance with the laws of England and Wales and both the Customer and RM hereby agree to the exclusive jurisdiction of the English Courts in the event of any dispute in relation thereto.