These Terms and Conditions apply when a Buyer has appointed Mystery Shoppers Ltd to carry out Mystery Shopping Services and are governed by English law.
2.1 Mystery Shoppers Ltd shall use all reasonable endeavours to provide the Services with reasonable care, skill and diligence and in accordance with current good practice.
2.2 The maximum liability of Mystery Shoppers Ltd in connection with this Agreement shall be limited to the refunding to the Buyer of any sums paid to it hereunder.
Any specific performance criteria shall be agreed before commencement of fieldwork and shall be included in the Project Brief. Time for performance of the Services shall be as agreed from time to time. If Mystery Shoppers Ltd fails to perform any agreed service within any time limits agreed with the Buyer, or otherwise fail to comply with agreed requirements set out in the Project Brief, the Buyer shall have the right to require Mystery Shoppers Ltd to remedy such failure within a reasonable time by formally communicating the nature of the failure to a Director. If Mystery Shoppers Ltd fails to comply with such a requirement the Buyer shall have the right to terminate the Agreement.
4.1 Where the price is dependent upon time taken, the Buyer shall have the right to inspect all work records and other documentation to satisfy itself that all billed time has been spent in the provision of the Services.
4.2 Unless otherwise agreed payment for a single project, or Wave of a multi-Wave project, will be made on the basis of set-up fee plus 50% of the fieldwork on contract or confirmation, 40% on completion of fieldwork (or monthly in arrears for fieldwork extending over several months) and 10% on delivery of all reports.
4.3 Unless otherwise agreed Mystery Shoppers Ltd will render invoices monthly and the Buyer undertakes to pay invoices within 30 days of the invoice date. The Buyer agrees to inform Mystery Shoppers Ltd of any disagreement with an invoice within 7 days of receipt and that any invoice not paid within 45 days of the invoice date will incur a charge of 5% of the invoice total.
4.4 Where information provided by the Client is not accurate and leads to extra work or expenses such work and expenses shall be invoiced as if completed.
4.5 Where Mystery Shoppers Ltd recommends a pilot programme and a Client declines, MSL reserves the right to renegotiate terms to reflect any unforeseen extra cost.
5.1 Except where otherwise agreed the Buyer shall reimburse Mystery Shoppers Ltd for any expenses necessarily incurred by Mystery Shoppers Ltd in the performance of the Services.
5.2 Mystery Shoppers Ltd shall if requested submit receipts to support each claim for expenses.
Both parties agree to be bound by the provisions of the MRS Code of Conduct and the MSPA Code of Ethics and Standards.
The methodology (including Assessment Forms and Summary Reports) is the intellectual property of (and copyright to) Mystery Shoppers Ltd except where agreement is specifically made to the contrary.
8.1 Mystery Shoppers Ltd will not except in the proper course of its duties or as required by law, divulge to any person any trade or business secrets, data covered by the Data Protection Act or any confidential information concerning the Buyer which it obtains during the performance of the Services.
8.2 Mystery Shoppers Ltd shall not publish any matter concerning this Agreement or the internal affairs of the Buyer without the prior written approval of the Buyer.
8.3 Notwithstanding the above Mystery Shoppers Ltd may list the Buyer among clients for whom services have been performed and use a white version of the relevant logo(s) in Client lists.
9.1 This Agreement may be terminated by either party in accordance with Clauses 3, 9 or 11 or by giving one calendar month's notice to the other.
9.2 In the event of cancellation by the Buyer Mystery Shoppers Ltd shall be entitled to invoice the Buyer for all work carried out, for any expenses arising from cancellation such as cancellation payments to a third party and for 50% of the value of the fees which would have been earned during the remainder of the contract.
9.3 Unless otherwise agreed, and in addition to para 9.2 above, all work postponed or cancelled within 7 days of the first day of the month during which fieldwork was planned to start shall be invoiced at 75% of the fee; work postponed or cancelled within 4 weeks of the first day of the month during which fieldwork was planned to start shall be invoiced at 50% of the fee.
Any notice required to be given by one party to the other shall be in writing and shall be served by first class post or facsimile or by hand to the registered address of the party or such address as a party may from time to time notify to the other party.
Neither party shall have any liability or be deemed to be in default for any failure in performance of the Services resulting from force majeure. However, if either party is unable to perform its obligations under the agreement for a period exceeding 30 days then the other party shall be entitled to terminate this agreement by giving notice to that effect to the other.
The following definitions apply in this statement:
It is assumed the Data Controller agrees to share the Personal Data with the Data Processor in the UK and EEA (European Economic Area) in compliance with all applicable laws regarding personal data. The Data Processor agrees to process the Personal Data within the UK and EEA on the terms set out in this statement.
Data Processor, Data Controller, Data Subject, Personal Data, Special Category Data and Processing shall have the meanings given to them in the UK GDPR.
The most recent signed Order Confirmation will form part of this statement and shall have effect as if set out in full in the body of this statement and so any reference to this statement includes the most recent Signed Order Confirmation.
1. Compliance with the Data Protection Act 2018 and UK GDPR:
1.1 Under the DPA 2018 and UK GDPR, Mystery Shoppers Ltd (MSL) is a Data Processor and the Client named on the Order Confirmation is a Data Controller. MSL will ensure compliance with the DPA 2018 and the UK GDPR at all times during the contract services term.
2. Use, Disclosure and Publication:
2.1 Mystery Shoppers Ltd (MSL), will process the Personal Data (clause 4) in line with the purposes outlined in clause 3 of this statement and for no other purpose unless authorised by the Client in writing.
2.2 Unless written authority is given by the Client, MSL will not disclose or share the Personal Data processed under the terms of the Order Confirmation with any third party who is not named in this statement.
2.3 MSL will not transfer, publish, copy or duplicate any information without the written authority of the Client.
3.1 In order for MSL to deliver the Contract Services, the Parties consider this data sharing initiative necessary. The Order Confirmation provides an outline of the Contract Services and how the personal data will be processed to deliver those services.
3.2 The statement sets out the framework for the sharing of Personal Data between the Client and MSL and sets out the purposes for which the Personal data may be processed as well as the principles and procedures that the Data Processor shall adhere to.
3.3 The Data Processor will not process Personal Data in a way that is incompatible with the purposes described in this clause. MSL agrees to process the Personal data only in accordance with the Client’s instructions, and only for the purposes of providing the Contract Services as described on the Order Confirmation.
3.4 MSL understands that nothing within this statement relieves MSL of its own direct responsibilities under the DPA 2018 and UK GDPR.
4. Personal Data:
4.1 The Personal Data processed under the statement is listed in the Order Confirmation.
4.2 Personal Data processed under the statement must not be irrelevant or excessive with regard to the purposes in this statement.
5. Fair and Lawful Processing
5.1 Personal Data will be processed fairly and lawfully in accordance with the DPA and General Data Protection Regulation by the Data Processor during the Term of the Agreement listed in the Order Confirmation.
6. Data Accuracy
6.1 MSL requests that the Client keeps MSL informed of any changes to Personal Data that has previously been provided in order to enable MSL to ensure that the Personal Data processed on MSL Online is accurate and kept up to date.
7. Data Subjects' Rights
7.1 Data Subjects have the following rights in relation to their personal data under the UK GDPR:
7.1.1 The right to be informed
7.1.2 The right of access
7.1.3 The right to rectification
7.1.4 The right to erasure
7.1.5 The right to restrict processing
7.1.6 The right to data portability
7.1.7 The right to object
7.1.8 Rights in relation to automated decision making and profiling.
7.2 MSL requests that the Client notifies MSL upon receipt by the Client of a request from an employee seeking to exercise any of their rights under the UK GDPR or upon receipt of any complaint from an employee regarding the processing of Personal Data.
7.3 If any such complaint or request from an employee regarding the Processing of Personal Data arises, MSL will provide the Client with full co-operation and assistance.
8. Record Keeping:
8.1 MSL agrees to maintain records of all Personal Data processed under the Contract Services and its processing activities. The Client may request to see the records maintained by MSL at any time throughout the term of the Order Confirmation.
9. Data Retention and Deletion:
9.1 MSL will not process the Personal Data for longer than is necessary to carry out the Contract Services. The periods for which MSL may retain the Personal Data processed will be listed in the Order Confirmation.
9.2 The Client has the right to issue instructions to MSL to return or destroy any Personal Data processed in accordance with the Client’s instructions and MSL shall notify the Client that the Personal Data in question has been deleted.
9.3 MSL will submit to audits and inspections at the request of the Client to ensure both parties are meeting their Article 28 obligations.
10. Third party access and International Transfers:
10.1 Unless written authorisation is given by the Client, MSL shall not disclose or transfer the Personal Data to a third party located outside the UK and EEA including, but not limited to, the following:
10.1.1 Storing Personal Data on servers outside the UK and EEA.
10.1.2 Sub-contracting Personal Data processing to data processors located outside the UK and EEA.
10.1.3 Granting third parties access rights to the Personal Data who are outside the UK and EEA.
10.1.4 To perform the contract of services listed in the Order Confirmation, MSL uses the following sub-processors:
a) Mystery Shoppers Bulgaria Ltd - MSL Bulgaria is subject to a Data Processing Agreement with MSL and operate under the same procedures, policies and management as MSL.
b) Shopmetrics – Shopmetrics is the software we use to facilitate the Mystery Shopping and report results. Shopmetrics is subject to Data Processing Agreement with MSL.
10.2 MSL will not disclose or transfer the Personal Data to a third party not named in this statement. Should MSL require a third party not named in this statement to be included at a later date, MSL will contact the Client to obtain written authorisation. MSL will enter into a data controlling agreement with any relevant third party which reflects this statement and will send the Client a copy.
11. Security and Training:
11.1 MSL has implemented appropriate technological and organisational measures to prevent;
11.1.1 Unauthorised or unlawful processing of the Personal Data.
11.1.2 The accidental loss or destruction of, or damage to, the Personal Data.
11.1.3 The harm that might result from unlawful processing or accidental loss, destruction or damage.
11.2 MSL will supply the Client with a copy of their IT Security Policy on request and will comply with the policy at all times.
11.3 MSL can confirm that its staff members are subject to a duty of confidence and are trained to process the Personal Data in accordance with the UK GDPR
12. Data Security Breaches and Reporting Procedures:
12.1 MSL will notify the Client of any Data Security Breach within 24 hours of MSL becoming aware of a breach.
12.2 MSL will provide any reasonable assistance to facilitate the handling of any breach.
13. Resolution of Disputes with Data Subjects or the ICO:
13.1 MSL agrees to notify the Client in the event of a dispute or claim brought by an employee or supervisory authorities (such as the ICO) concerning the processing of Personal Data against them and agrees to work with the Controller in order to settle them amicably and in good time. MSL requests that the Data Controller notifies MSL of any disputes related to data that MSL has processed.
13.2 Should any non-binding mediation be initiated by an employee or supervisory authorities (such as the ICO), MSL agrees to participate in the proceedings and requests the Client does too. They may do so remotely (telephone/email/Skype). Participating in other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes is also agreed to by MSL.
13.3 A decision of a competent court of the Data Controller’s country of establishment or of the Data Protection Authority in the Data Controller’s country of establishment (namely the Information Commissioner) will be abided by.
14 Changes to the Applicable Law
14.1 MSL reserves the right to amend the statement and implement any changes to its processing activities as are necessary to comply with any changes to the applicable law.