1. Interpretation
Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Client: a client of Moving Soon that is introduced to the Customer by Moving Soon under this agreement.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.
Contract: the contract between Moving Soon and the Customer for the supply of Services governed by the Conditions.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Customer: the person or firm who purchases Services from Moving Soon.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services supplied by Moving Soon to the Customer as set out in the Contract.
Moving Soon: Moving Soon Limited 2013 registered in England and Wales with company number 07362798.
2. Basis of Contract
2.1 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Moving Soon which is not set out in the Contract.
2.2 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.
3. Supply of Services
3.1 Moving Soon 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 Moving Soon shall notify the Customer in any such event.
3.2 Moving Soon warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer’s Obligations
4.1 The Customer shall:
4.1.1 co-operate with Moving Soon in all matters relating to the Services;
4.1.2 provide Moving Soon with such information and materials as Moving Soon may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.3 maintain all necessary licences, permissions and consents which may be required from time to time;
4.1.4 keep and maintain all materials, equipment, documents and other property of Moving Soon (Materials) at the Customer’s premises in safe custody at its own risk, and not dispose of or use Materials other than in accordance with Moving Soon’s written instructions or authorisation;
4.2 If Moving Soon’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 Moving Soon shall without limitation 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 Moving Soon’s performance of any of its obligations;
4.2.2 Moving Soon shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Moving Soon’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse Moving Soon on written demand for any costs or losses sustained or incurred by Moving Soon arising directly or indirectly from the Customer Default.
5. Charges and Payment
5.1 All amounts payable by the Customer under the Contract are exclusive of VAT chargeable for the time being.
5.2 If the Customer fails to make any payment due to Moving Soon under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bank’s base rate 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.
5.3 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Moving Soon may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by it to the Customer.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Moving Soon including the Materials.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Moving Soon obtaining a written licence from the relevant licensor on such terms as will entitle Moving Soon to license such rights to the Customer.
7. Confidentiality & Data Protection
7.1 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 law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
7.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. Clauses 7.2 to 7.6 are in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.3 To the extent that the Customer retains or processes personal data relating to Clients provided by or on behalf of Moving Soon (as defined in the Data Protection Legislation, “Personal Data”), the parties acknowledge that for the purposes of the Data Protection Legislation Moving Soon is the data controller and the Customer is the data processor (where data controller and data processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by the Customer, the duration of the processing and the types of personal data and categories of data subject.
7.4 Without prejudice to the generality of clause 7.2 Moving Soon will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Customer for the duration and purposes of this agreement.
7.5 Without prejudice to the generality of clause 7.2 and subject to the Data Protection Legislation and other statutory and regulatory obligations the Customer shall, in relation to any Personal Data processed in connection with this agreement:
7.5.1 process that Personal Data only on the written instructions of Moving Soon unless the Customer is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Customer to process Personal Data (Applicable Laws). Where the Customer is relying on laws of a member of the European Union as the basis for processing Personal Data, the Customer shall promptly notify Moving Soon of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Customer from so notifying Moving Soon.
7.5.2 ensure that it has in place appropriate technical and organisation measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensure confidentiality, intergrity,availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisation measures adopted by it);
7.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
7.5.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of Moving Soon has been obtained and the following conditions are fulfilled:
(a) Moving Soon or the Customer has provided safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) the Customer complies with its obligations under the Data Protection legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) the Customer complies with reasonable instructions notified to it in advance by Moving Soon with respect to the processing of the Personal Data;
7.5.5 assist Moving Soon, at Moving Soon’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.5.6 notify Moving Soon without undue delay on becoming aware of a Personal Data breach; and
7.5.7 maintain complete and accurate records and information to demonstrate its compliance with clauses 7.2 to 7.6 and, on the giving by Moving Soon of reasonable notice to the Customer, allow for audits of such records and information by Moving Soon or Moving Soon’s designated agent.
7.6 The Customer shall not appoint any third-party processor of Personal Data under this agreement without the written consent of Moving Soon (not to unreasonably withheld or delayed).
7.7 For the avoidance of doubt, the provisions of clauses 7.2 to 7.6 shall not apply to personal data collected by the Customer as data controller directly from the Clients pursuant to its own data protection policies.
8. Limitation of Liability
8.1 Nothing in these Conditions shall limit or exclude Moving Soon’s liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
8.2.1 Moving Soon shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 Moving Soon’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 the fees charged by Moving Soon to the Customer for the previous 12 months.
8.1.3 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.
This clause 8 shall survive termination of the Contract.
9. Customer’s Financial Position
If Moving Soon reasonably believes that the Customer’s financial position has or will deteriorate to such an extent that in Moving Soon’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy Moving Soon may cancel or suspend all further Services under the Contract without liability to the Customer and any amounts outstanding in respect of Services delivered to the Customer shall become immediately due.
10. Termination
10.1 Moving Soon may terminate the Contract at its discretion, by giving the Customer 30 days’ notice at any time.
10.2 On termination of the Contract for any reason:
10.2.1 the Customer shall immediately pay to Moving Soon all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Moving Soon shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.2.2 the Customer shall return all of Moving Soon Materials. If the Customer fails to do so, then Moving Soon 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;
10.2.3 the Customer shall, at the written direction of Moving Soon, return or delete the Personal Data.
10.2.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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
10.3 Termination of the Contract, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
11. Force Majeure
11.1 A Force Majeure Event means an event beyond the reasonable control of Moving Soon including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
11.2 Moving Soon 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.
11.3 If the Force Majeure Event prevents Moving Soon from providing any of the Services for more than 4 weeks, Moving Soon shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
12. General
12.1 Moving Soon 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 or agent.
12.2 The Customer shall not, without the prior written consent of Moving Soon, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
12.3 Any notice or other communication given to a party under or in connection with the 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, sent by pre-paid first class post or other next working day delivery service or commercial courier.
12.4 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.3; 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; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
12.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.6 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.
12.7 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 provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it 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.
12.8 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the parties.
12.9 A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.10 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Moving Soon.
12.11 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.
12.12 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle 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).

Schedule 1

Processing, Personal Data and Data Subjects

1. Scope, nature, purpose and duration of processing by the Customer.
The Customer shall process the Personal Data for the purposes as described in the agreement including for providing the Client with its services.
2. Types of Personal Data
The Personal Data may include the Client’s name, phone number and email address.
3. Categories of Data Subject
The data subjects are Moving Soon’s individual Clients, prospective clients and contacts.