Somebody else's data, in somebody else's tool

The saving, and the thing it was set against

Derya Okuyan runs merchandising for Halbertsma, which is 54 of Erimtan's 118 styles. Since March she had been pasting each incoming tech pack into a hosted summariser. It produced a one-page intake sheet: measurements, construction, trims, the buyer's tolerances, and the tests called for. A hosted tool is one that runs on somebody else's computers, not yours.

It is good work and it saves real time: 4.1 hours a style, measured against her own earlier intake notes. Across Halbertsma's book that is 221.4 hours, or USD 5,446.44 at Erimtan's office rate.

Now set that saving beside the thing it was risked against. Halbertsma's programme is 54 styles at about 6,800 pieces, at an FOB price of USD 8.15. FOB means free on board: the price of the goods loaded at the port, with no freight or duty in it. So the programme is USD 2,992,680.00 of revenue. At Erimtan's measured contribution rate of 11.4%, that is USD 341,165.52 a year of contribution.

The saving is real, and the exposure is 62.6 times it. That comparison is not a risk calculation. Nobody knows the probability of anything here, and nobody needs to. It only has to be lopsided enough to justify the two and a half hours it takes to read three contracts. It is.

First, the honest legal frame, because most people get this backwards

A tech pack, a costed bill of materials, a buyer's tolerance table and an FOB price are not personal data. Nobody's name is in them. So the law people reach for first, data protection, has nothing to say about any of this. That is lesson 3's subject, and lesson 3 is about a different kind of data.

What governs this is the contract: the confidentiality agreement, and the confidentiality clause inside the supply agreement. Those are often two different documents saying two different things.

Behind the contract sits one general idea worth carrying. Confidentiality is not a status a document has. It is a practice the holder keeps up. The international framework for undisclosed information only protects it if the person lawfully in control has taken reasonable steps to keep it secret. Read that from a factory's chair and it says something uncomfortable. A loose disclosure habit does not only risk a claim against you. It can weaken the protection of the very information you were trusted with, and of your own, on the same reasoning.

Three agreements, three different answers, and nobody had read any of them

Tekand read all three. It took 2.5 hours.

Three buyers, one factory, one habit, three different answers. None of them is "it depends what you think is reasonable". Each is a written instruction that was sitting in a drawer.

Halbertsma's is the interesting one. It is a conditional yes, and the condition can be checked. Erimtan was using two hosted tools on Halbertsma work. One was on a paid tier whose terms said submitted content is not used to improve the service. The other was on a free tier whose published terms said the opposite: the provider may use what is submitted to improve its service. That is not an obligation no less onerous than Halbertsma's. It is the absence of one. Permitted in principle, refused in fact, and the difference is one paragraph on a page anybody can read.

Karvonen's "arguably yes" is the answer nobody should want. It is not wrong. It is simply not the kind of sentence you want to read out to a compliance team eighteen months later, and turning it into a written yes costs one email.

The mistake nobody made: the permission that was not one

Okuyan did ask. In May she emailed Iona Pentreath, her counterpart at Trewithen, and explained exactly what the tool did and what would be sent to it. Pentreath replied the same day: no problem, that sounds sensible.

Nobody was careless and nobody was misled. But the Trewithen agreement requires notices to go to a named address, and says no change to it works unless it is written and signed by both parties. A merchandiser's email is not a change to the agreement, and Pentreath had no authority to make one. She was asked a question outside her remit and answered it helpfully, which is what a good counterpart does.

Nine months later Trewithen's compliance team wrote to every supplier asking for a list of the outside parties holding its designs. Erimtan answered honestly and named two the buyer had never approved.

There was no fine and no claim. The buyer's remedy in a supplier relationship is almost never damages. It is the next order. That remedy does not appear in any clause, has no cap, and cannot be insured against.

Redaction is a control, not an answer

The obvious fix is to strip the buyer's name, the style code and the price before anything is sent. Erimtan measured it: 0.4 hours a style, so 21.6 hours across Halbertsma's book, or USD 531.36. That is 9.8% of the saving the tool produces. A control that costs a tenth of the benefit is not one anybody should argue about.

But be honest about what it buys. Redaction removes identification. It does not remove disclosure. The measurements, the construction and the tolerances are still Halbertsma's confidential information, and they are the part with value. Redaction lowers what a leak would be worth to somebody else. It does not make the sending permitted.

Only the permission makes the sending permitted. Redaction is what you do as well, not instead.

The three-line permission

1. What is sent. Named, not categorised. "The measurement page and the construction page of your tech pack, with your name, the style code and all prices removed."
2. To whom, and on what terms. The provider's own commitment, quoted: whether submitted content is used to improve the service, where it is held, and how long it is kept.
3. Who at your buyer said yes, when, and to what address. The named notice address, the date, and the reply kept.

Three lines. If you cannot fill line 2 from the provider's published terms, that is the finding. It is the same finding for a free tool and a paid one.

Act as a contracts reviewer who has watched a supplier lose a programme over a disclosure nobody thought was a disclosure. I will paste the confidentiality provisions from my buyer's agreement, and separately the provider's published terms for the tool I want to use. Do not summarise either document. Do the following. First, find and quote the sentence that says who may receive the buyer's information, and put the answer in one of exactly three classes: a flat no, a conditional yes with the condition stated, or silence. Second, if it is conditional, write the condition as a checklist I can test line by line against the provider's terms I gave you. For each line, tell me whether it passes, fails, or cannot be told from what I pasted. Pay particular attention to any right the provider takes to use submitted content to improve its service, and say plainly whether that fits the buyer's condition. Third, find and quote the notice provision: the address a notice goes to, and any clause saying no change works unless it is written and signed. Tell me whether an email from my day-to-day contact would count, and if not, say who the agreement actually requires. Fourth, draft the permission request in three parts: exactly what is sent field by field and what is removed first, the provider and its own written commitment quoted, and the approval I am asking for. Keep it under two hundred words, addressed to the notice address. Fifth, list what I should keep on file, and for how long.

What to take away

1. A tech pack and a price are not personal data. This is a contract question, and the contract is the one document nobody had read.
2. Read all your buyers' clauses, not one. Erimtan's three gave three different answers in 2.5 hours of reading.
3. A conditional permission can be checked. Halbertsma's condition failed against a free tier whose terms took a licence to use what was submitted.
4. A yes from someone with no authority to give it is worse than no yes, because it stops you asking the person the agreement names.
5. The buyer's remedy is the next order. It has no cap and no insurer, and it appears as a clause nowhere.
6. Redact as well, never instead. It cost 9.8% of the saving, and it lowers the value of a leak without making the sending permitted.