TP Global Operations Limited (trading as 1Global) v Insightful Technology Limited

A mandatory order for contractual data transfer may be granted where the claimant has demonstrated a serious issue, damages are inadequate, and the contractual obligation is sufficiently clear. A data processor cannot make transfer conditional upon obtaining end-user consent where, as between the contracting parties, the claimant is the controller and the processor’s duties are owed to it. Nor may the processor withhold transfer pending payment of disputed additional fees unless the contract makes payment a condition precedent. A contractual acknowledgment that damages may be inadequate may establish a contractual estoppel on that issue. The court may grant relief before the contractual transfer deadline where the evidence shows a real prospect that compliance will otherwise be delayed, provided the order protects the respondent through appropriate undertakings.

The claimant, successor to Truphone Limited, applied for an interlocutory mandatory order requiring Insightful Technology Limited to comply with post-termination obligations under a services agreement dated 30 May 2018. The agreement concerned the storage and transfer of transactional and other personal data collected for financial institutions. Following termination, the claimant sought transfer of the data under clause 25.3 and Schedule 6.

The defendant argued that the application was premature, that transfer required assurances or consent from end users, that additional fees or a licence were required, and that damages would be an adequate remedy. The central issues were whether the transfer obligation had arisen or could properly be enforced in advance of the agreed practical delivery date, whether the defendant could impose those conditions, and whether an injunction was appropriate.

1. Application granted. Subject to a satisfactory formulation of the claimant’s additional undertaking, the court granted the interlocutory mandatory order requiring transfer of the data. The claim form and particulars of claim were to be served in accordance with the ordinary rules; the claimant was not permitted to delay service.
2. The contractual provisions governing return of the data were clear. The parties had agreed that transfer should be completed within six months of termination or expiry, subject to the claimant making sufficient storage available. Any earlier dispute about storage facilities was of no practical significance because the parties agreed that transfer could be completed by 23 February 2025.
3. Under General Data Protection Regulations Article 28(3), the defendant was the processor as between the claimant and defendant, while the claimant was the controller. Article 29 required processing only on the controller’s instructions, subject to domestic law. The claimant owned the relevant data as between the parties. End-user consent was therefore not a condition of transfer between the claimant and defendant. The contractual purge obligation arose only after export and successful validation.
4. The defendant could not make transfer conditional upon payment of disputed additional fees. The agreement did not make payment a condition precedent to performance of the mandatory transfer obligations. Any financial dispute could be resolved subsequently by litigation, including defence and counterclaim.
5. Damages would not be an adequate remedy for the claimant. Clause 26 created a contractual estoppel recognising that damages alone might be inadequate and entitled either party to injunctive or specific performance relief. Independently, the difficulty of quantifying regulatory and contractual consequences of unavailable data supported that conclusion.
6. Damages were adequate protection for the defendant because the claimant offered an unqualified cross-undertaking in damages and an undertaking to pay up to £150,000 following transfer. The balance of convenience also favoured immediate relief, since further delay would unjustifiably interfere with the claimant’s contractual right to recover data needed by end users for regulatory purposes.