Legal Advice and Draft Response - within 24-36 hours - Contract Issues
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- Proposals: 3
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- #2020798
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Description
Experience Level: Expert
Good Evening,
We are looking for legal counsel in the UK from a qualified professional who is able to help us immediately and prepare a response to a contractual problem we are facing within 24 hours. It’s very important to us that whoever takes on this project has the time to work quickly and give us the attention we need to act swiftly.
I have described in detail our problem and provided all information needed to begin. I can only upload three files, so I'm uploading the two agreements and the updated privacy policy. I have two other docs to share with the person who takes the job.
We need someone to review a current agreement and privacy notice in place between our business and another business (11 pages and 1 page respectively) and compare it with a new agreement that the supplier has put forth (30 pages and 17 pages respectively).
They issued the new agreement on the evening of Thurs 17th of May. The agreement references an updated Privacy Policy, which was issued to us today (22nd May). They insist that all documents must be signed and returned by 24th May ahead of these changes being implemented on the 25th May. We are essentially being asked to change our entire agreement on a 48 hour notice period.
Our current agreement has a term of 4 unexpired years and a clause that states no amendments can be made without our consent.
The new agreement has several issues. The main points being that:
The new contract seems to be written in a way that suggests we agree that the data of our members who purchase via the white label site they provide becomes "shared data". We wish to retain full ownership of the data we hold and do not wish to sign anything that gives this company the power to market to our database during or after termination of our agreement. We do not have the consent of our members to offer them this, nor do we want to gather it.
The new contract states that we must work exclusively with them and no one else for the supply of the product they provide. It prohibits us from soliciting business elsewhere. We already work with other businesses who sell the same product, so we cannot agree to any terms of exclusivity.
The new commission structure is vague and unclear how much we will be paid because there are variables at play that cannot be adequately illustrated by example. It also uses figures that do not apply to us to demonstrate our new rates. It also states that we must agree and acknowledge things about our existing profit share that we do not/never had access to and are therefore impossible for us to acknowledge or agree to.
They are currently remarketing to our clients via direct mail by including paper inserts with tickets when they are being delivered. We wish for this point to be clarified once and for all as no mention of it is made in either agreement and the wording regarding subsequent sales and agent commissions that we would earn is ambiguous and purposefully misleading.
We are concerned that our supplier is using the GDPR deadline to force new terms onto us that we do not wish to accept that are not connected to GDPR itself and not beneficial for our business.
The new Privacy Policy also has several concerning clauses that we do not wish to accept. I haven’t noted these, but I need all references to them being able to market to my database, or the legal ability to encourage users to sign up to Encore’s own database (separate to ours) to be stripped out.
Our original agreement completely forbids this and we cannot agree to it.
We need someone to tell us what our options are. Specifically, can we:
1. Refuse to sign the new terms and refuse the new Privacy Policy updates, relying upon the no amendments clause in our current contract.
2. Should we amend them and submit counter revisions that we are happy with? Given that it will take time and they intend to roll this out on the 25th, should we tell them to take down the site?
3. How do we handle the remarketing via flyer inserts situation in relation to GDRP and their privacy policy and the fact that this goes against our agreement in place at current.
4. We need someone to look at each of the points I’ve raised below that I've highlighted as issues in the document and tell us whether we are right to consider these to require amendments.
I think that they will be willing to negotiate terms of the agreement but they will not be willing to adapt their privacy policy. If this is the case, then surely, we cannot sign the new agreement for it binds us to the privacy policy and gives them permission to market to our users.
I’m uploading all relevant documents, for review. Please only bid on my project if you are serious and able to commence work immediately.
I have some notes about the document with specific clauses I have issues with, which I will send on afterwards.
We are looking for legal counsel in the UK from a qualified professional who is able to help us immediately and prepare a response to a contractual problem we are facing within 24 hours. It’s very important to us that whoever takes on this project has the time to work quickly and give us the attention we need to act swiftly.
I have described in detail our problem and provided all information needed to begin. I can only upload three files, so I'm uploading the two agreements and the updated privacy policy. I have two other docs to share with the person who takes the job.
We need someone to review a current agreement and privacy notice in place between our business and another business (11 pages and 1 page respectively) and compare it with a new agreement that the supplier has put forth (30 pages and 17 pages respectively).
They issued the new agreement on the evening of Thurs 17th of May. The agreement references an updated Privacy Policy, which was issued to us today (22nd May). They insist that all documents must be signed and returned by 24th May ahead of these changes being implemented on the 25th May. We are essentially being asked to change our entire agreement on a 48 hour notice period.
Our current agreement has a term of 4 unexpired years and a clause that states no amendments can be made without our consent.
The new agreement has several issues. The main points being that:
The new contract seems to be written in a way that suggests we agree that the data of our members who purchase via the white label site they provide becomes "shared data". We wish to retain full ownership of the data we hold and do not wish to sign anything that gives this company the power to market to our database during or after termination of our agreement. We do not have the consent of our members to offer them this, nor do we want to gather it.
The new contract states that we must work exclusively with them and no one else for the supply of the product they provide. It prohibits us from soliciting business elsewhere. We already work with other businesses who sell the same product, so we cannot agree to any terms of exclusivity.
The new commission structure is vague and unclear how much we will be paid because there are variables at play that cannot be adequately illustrated by example. It also uses figures that do not apply to us to demonstrate our new rates. It also states that we must agree and acknowledge things about our existing profit share that we do not/never had access to and are therefore impossible for us to acknowledge or agree to.
They are currently remarketing to our clients via direct mail by including paper inserts with tickets when they are being delivered. We wish for this point to be clarified once and for all as no mention of it is made in either agreement and the wording regarding subsequent sales and agent commissions that we would earn is ambiguous and purposefully misleading.
We are concerned that our supplier is using the GDPR deadline to force new terms onto us that we do not wish to accept that are not connected to GDPR itself and not beneficial for our business.
The new Privacy Policy also has several concerning clauses that we do not wish to accept. I haven’t noted these, but I need all references to them being able to market to my database, or the legal ability to encourage users to sign up to Encore’s own database (separate to ours) to be stripped out.
Our original agreement completely forbids this and we cannot agree to it.
We need someone to tell us what our options are. Specifically, can we:
1. Refuse to sign the new terms and refuse the new Privacy Policy updates, relying upon the no amendments clause in our current contract.
2. Should we amend them and submit counter revisions that we are happy with? Given that it will take time and they intend to roll this out on the 25th, should we tell them to take down the site?
3. How do we handle the remarketing via flyer inserts situation in relation to GDRP and their privacy policy and the fact that this goes against our agreement in place at current.
4. We need someone to look at each of the points I’ve raised below that I've highlighted as issues in the document and tell us whether we are right to consider these to require amendments.
I think that they will be willing to negotiate terms of the agreement but they will not be willing to adapt their privacy policy. If this is the case, then surely, we cannot sign the new agreement for it binds us to the privacy policy and gives them permission to market to our users.
I’m uploading all relevant documents, for review. Please only bid on my project if you are serious and able to commence work immediately.
I have some notes about the document with specific clauses I have issues with, which I will send on afterwards.
Lee M.
100% (6)Projects Completed
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Last project
21 Jul 2021
United Kingdom
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