Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion. 5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. 5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legalitylegality , reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Customer shall have sole responsibility for the security, back-up, archiving and recovery of Customer Data.
5.3 If the Customer utilises the customer service icon provided by the Supplier shall follow its archiving procedures for within the Software the Customer acknowledges that any Customer Data as set out in its Back-Up uploaded via such service will be subject to the relevant third party supplier’s Security Policy. The Supplier currently utilises the Fresh Desk application. For a copy of the Fresh Desk Security Policy available at see ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the ▇/security. The Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of accepts no liability for any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from transferred through the latest back-up of such Customer Data maintained by customer service icon provided within the Supplier in accordance with the archiving procedure described in its Back-Up Policy. Software.
5.4 The Supplier shall not be responsible for any loss, loss suffered by the Customer as a result of or arising from the destruction, alteration alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except those third parties sub-contracted by and to the extent that the Supplier is entitled to perform services related recover and has so recovered an amount (net of the costs of recovery) equal to Customer Data maintenance and back-up)such loss from the relevant third party.
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.5 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementthese Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer undertakes to comply with all the requirements of the Data Protection Act 1998 in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use ;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these Terms and Conditions of Use on the Customer's behalf;
(bc) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, processing and transfer as required by all applicable data protection legislation;
(ce) the Supplier shall process the personal data only in accordance with the terms these Terms and Conditions of this agreement Use and any lawful instructions reasonably given by the Customer from time to time; and;
(df) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
5.5 The Supplier and (g) the Customer shall comply make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.6 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with their respective the Supplier 's processing of personal data on the Customer's behalf when performing its obligations as set out in Schedule 4 under these Terms and Conditions of this AgreementUse, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Appears in 2 contracts
Sources: Licensing Agreements, Licensing Agreements
Customer Data. 5.1 5.1. The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Back- Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Back- Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.4. If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 5.4.1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 5.4.3. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.4.4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 6.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementPolicy. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 6.9).
5.3 6.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 6.4 Both parties will follow all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
6.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be is the data controller and the Supplier shall be a is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in any such case:the Data Protection Legislation).
(ab) the Customer shall acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located to carry out the Services and the Supplier's other obligations under this agreement. If personal data is transferred or stored outside the UK, appropriate safeguards in accordance with UK GDPR, such as Standard Contractual Clauses approved by the UK Information Commissioner's Office (ICO), will be implemented to ensure compliance with UK data protection laws.
6.6 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data Personal Data in accordance with this agreement on the Customer's behalf.
6.7 Without prejudice to the generality of clause 6.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) Process that Personal Data only on the written instructions of the Customer, unless the Supplier is required by the laws of the United Kingdom, the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, or any applicable international laws to process Personal Data (Applicable Laws). In instances where the Supplier's data processing activities are subject to the laws of a member of the European Union due to cross-border operations or data transfers, and where such laws necessitate processing actions divergent from the Customer's instructions, the Supplier shall promptly notify the Customer of this requirement before commencing the processing required by the Applicable Laws, unless prohibited by those laws from providing such notification;
(b) Not transfer any Personal Data outside of the United Kingdom or to any country not deemed to have adequate data protection laws by the UK Information Commissioner's Office (ICO), unless the following conditions are fulfilled:
(i) the Customer shall or the Supplier has provided appropriate safeguards in relation to the transfer such as Standard Contractual Clauses (SCCs) specifically adapted for the data transfer requirements under the UK GDPR, or any future UK adequacy decisions. When transferring personal data outside the UK, the Supplier will ensure the use of Standard Contractual Clauses approved by the UK Information Commissioner's Office (ICO), or ensure that the relevant third parties have destination country has been informed ofdeemed to provide an adequate level of protection for personal data by the UK government;
(ii) the data subject has enforceable rights and effective legal remedies in accordance with the UK GDPR and the Data Protection Act 2018;
(iii) the Supplier ensures compliance with the UK Data Protection Legislation by providing an adequate level of protection to any Personal Data transferred, and have given their consent to, such use, processing, and transfer as required including adhering to any additional requirements set forth by all applicable data protection legislationthe UK Information Commissioner's Office (ICO); and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(c) assist the Supplier shall process Customer, at the personal Customer'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;
(d) notify the ICO within 72 hours of becoming aware of a data only breach. Where the breach is likely to result in accordance with a high risk to the terms rights and freedoms of this agreement natural persons, notify the affected data subjects without undue delay.;
(e) at the written direction of the Customer, delete or return Personal Data and any lawful instructions reasonably given by copies thereof to the Customer from time on termination of the agreement unless required by Applicable Law to timestore the Personal Data; and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
6.8 Each party shall take ensure that it has in place appropriate technical and organisational 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 personal data harm that might result from the unauthorised or its unlawful processing or accidental loss, destruction or damagedamage 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, pseudonymisation and encr ypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 6.9 The Supplier will ensure that any sub-contractors appointed to process personal data on behalf of the Customer are subject to written agreements that require them to process such data only on documented instructions from the Customer and in full compliance with the requirements of the UK GDPR, particularly Article 28. The Supplier confirms that it has entered or (as the case may be) will enter with the third- party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6. Full details of all third parties providing such services to the Supplier and who are processing Personal data under this agreement are available upon request.
6.10 The Supplier will update its Privacy Policy to reflect any changes in sub-processors or the addition of new sub-processors. It is the responsibility of the Customer shall comply with their respective obligations to regularly review the Privacy Policy to stay informed of such changes.
6.11 The Customer acknowledges and agrees that the Supplier relies on third-party services for the hosting and processing of Customer Data pursuant to this agreement. Specifically, Amazon Web Services (AWS) is utilised as set out the primary infrastructure provider due to its robust data security measures and adherence to data protection legislation relevant to our operations. For comprehensive details regarding the use of AWS, including the location of data centres and the specific security and compliance measures in place, refer to Schedule 4 2 of this Agreementagreement. This schedule outlines how data storage and processing activities through AWS are conducted in strict conformity with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, ensuring the highest standards of data protection and security are maintained.
6.12 The Supplier will ensure that any use of Customer Data in aggregated and anonymised form is done in a manner that fully ensures such data cannot be re-identified, adhering to the standards of anonymisation defined under the UK GDPR.
6.13 The supplier will assist the customer in ensuring compliance with the data subject rights under the Data Protection Legislation, including but not limited to rights of access, correction, deletion, and data portability.
6.14 The customer shall have the right to conduct an audit of the supplier's data processing activities related to this agreement once per year to ensure compliance with Data Protection Legislation and the terms of this agreement. Such audit shall be conducted at the customers expense, with reasonable prior notice, and shall not unreasonably interfere with the supplier's business operations
6.15 Any revisions to this clause related to data protection will be made in compliance with the latest data protection legislation and best practices, ensuring the protection of data subjects' rights. The Customer will be notified at least 30 days in advance of any such changes, which will only be implemented with the Customer's consent if they materially alter the data protection obligations of the parties.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Siemens in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Siemens to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Siemens in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible Data Management Principles for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)Stratos document.
5.3 The Supplier 4.3 Siemens shall, in providing the Services, comply with its Privacy and Security Policy Principles for Stratos document relating to the security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Siemens in its sole discretion.
5.4 4.4 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and 4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall comply with their respective obligations as set out in Schedule 4 have access to the Siemens Data. At the end of this Agreementthe Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Stratos System Agreement, Stratos Subscription Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The customer being a contractor of DSA Airport, the customer shall not own the rights, title and interest in and to the Data which belongs to DSA Airport.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Customer Data. 5.1 (5.1) The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier (5.2) Avari Solutions Ltd shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier Avari Solutions Ltd to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Avari Solutions Ltd. Avari Solutions Ltd shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Avari Solutions Ltd to perform services related to Customer Data maintenance and back-back- up).
5.3 The Supplier (5.3) Avari Solutions Ltd shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at www.Avari Solutions ▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Avari Solutions Ltd in its sole discretion.
5.4 (5.4) If the Supplier Avari Solutions Ltd processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Avari Solutions Ltd shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Avari Solutions Ltd other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Avari Solutions Ltd so that the Supplier Avari Solutions Ltd may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 6.2 Where the Customer stores the Customer Data on its own systems, the Customer shall follow its archiving own back-up procedures for such Customer Data and Protean shall have no responsibility for any loss, destruction, alteration or disclosure of Customer Data that is held on the Customer’s own systems.
6.3 Where Protean is hosting the Customer Data, Protean shall follow its back-up procedures for Customer Data as set out in its Back-Up Policy (details of which are available at ▇▇▇▇▇▇▇▇.▇▇▇ on request from Protean) or such other website address as may be notified to the Customer from time to time, as such document procedures may be amended by the Supplier Protean in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier Protean to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Protean in accordance with the archiving back-up procedure described in its Back-Up Policyabove. The Supplier Protean shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Protean to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier 6.4 Protean shall, in providing supplying the Services, Software to the Customer comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available on request to the Customer and on such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Protean in its sole discretion.
5.4 6.5 If the Supplier Protean processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Protean shall be a data processor and in any such case:
(a) 6.5.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Cloud Service and ▇▇▇▇▇▇▇’s other obligations under this agreement;
6.5.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Protean so that the Supplier Protean may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) 6.5.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier 6.5.4 Protean shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 6.5.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and 6.6 Without prejudice to clause 4.2, the Customer acknowledges and agrees that:
6.6.1 Protean is reliant upon third party providers in order to supply the Cloud Service; and
6.6.2 Protean shall comply have no liability to the Customer for any loss (including any loss arising from the loss or misuse of Customer Data) to the Customer which is caused by an act or omission of such third party providers.
6.7 The Customer acknowledges and agrees that when using the Software:
6.7.1 it is able to integrate with their respective third party software (such as accounting software) in order to submit and exchange Customer Data; and
6.7.2 it shall indemnify Protean for any claim against Protean by such third party software suppliers arising from the Customer’s submission and exchange of Customer Data pursuant to clause 6.7.1.
6.8 The Customer hereby gives consent to Protean to allow Protean to collate and use its Customer Data for Protean’s own marketing and other commercial purposes, provided that such Customer Data is anonymised by Protean prior to its use, and such use is subject to Protean’s obligations as set out in Schedule 4 of this Agreementconfidentiality under clause 11.
Appears in 2 contracts
Sources: Software Subscription Agreement, Software Subscription Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Back- Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as Policy; such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as relating to the privacy and security of the Customer Data; such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 6.2 iplicit shall follow its archiving procedures for Customer Data as set out in its Back-Up Backup Policy available at (▇▇▇.▇▇▇▇▇▇▇.▇▇▇ ▇/▇▇▇▇▇) or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier iplicit in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier iplicit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier iplicit in accordance with the archiving procedure described in its Back-Up Backup Policy. The Supplier iplicit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier 6.3 Iplicit shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇ and the Data Protection Addendum attached to these terms or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Iplicit in its sole discretion.
5.4 6.4 If the Supplier iplicit processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier iplicit shall be a data processor and in any such case:
(a) : Unless agreed otherwise in writing by the Company, the Customer acknowledges and agrees that the personal data may not be transferred or stored outside the EEA in order to carry out the Services and iplicit’s other obligations under this agreement; the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier iplicit so that the Supplier iplicit may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) ; the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier ; iplicit shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software Services Subscription Agreement, Software Services Subscription Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer /GDPR/security-and-data- protection/servers-security#a174 as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇/staffwise_privacy.pdf or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. The client will be notified 30 days before any amends.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored temporarily outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Services Agreements, Software Subscription Agreement
Customer Data. 5.1 10.1 The Customer shall own all rights, title grant to the Supplier access to any and interest in and to all of its data as set out in the Commercial Summary that is in the custody of any third party. Customer shall ensure that that third party provides access to or the Supplier to that data in a timely manner. Any delays in authorizations and/or access to the Customer Data and shall have in the custody of third parties is the sole responsibility of the Customer.
10.2 The Customer shall not use Infringing Data on the SaaS.
10.3 The Customer shall not provide any data, information, materials, and/or documents that are infringing Intellectual Property Rights.
10.4 The Customer grants a royalty-free, non-transferable, non-exclusive, non-revocable and worldwide licence and necessary permissions for the term of this Agreement, to the Supplier to use the Customer Data to the extent necessary to perform the SaaS and provide the Supplier Professional Services Deliverables.
10.5 Customer is responsible for the accuracy, quality, integrity, legality, reliability, integrityand appropriateness of all electronic data or information and Customer Data submitted by Customer to Supplier. Customer is solely responsible for the preparation, accuracy content, accuracy, quality and quality review of any documents, data, or output prepared or resulting from the use of the SaaS and/or any deliverable pursuant to a Statement of Work. The Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the SaaS and does not actively monitor the content of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event the Supplier is required, on behalf of Customer, to reload or amend any erroneous Customer Data submitted by the Customer to the Supplier, the Supplier shall be entitled to charge the Customer for such services.
10.6 The Supplier shall notify the Customer immediately if it becomes aware of any loss or damage to allegation that any Customer Data, the Customer's sole Data may be Infringing Data and exclusive remedy shall be for the Supplier shall have the right to use reasonable commercial endeavours to restore the lost or damaged remove Customer Data from the latest back-up of such SaaS without the need to consult the Customer.
10.7 The Customer Data maintained by shall indemnify the Supplier, its Affiliates and each officers, directors, agent, employees, and subcontractors from and against all loss caused to the Supplier as a result of the Customer’s use of Infringing Data on the SaaS and/or the provision to the Supplier of any data, information, materials, and/or documents that are infringing Intellectual Property Rights.
10.8 The Supplier acknowledges that, as between the parties, all Intellectual Property Rights in accordance with the archiving procedure described in its Back-Up PolicyCustomer materials are owned by Customer or licensors to Customer. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services may collect and use information related to Customer Data maintenance Customer’s use of the SaaS and back-up).
5.3 The Supplier shallany Submissions on the Supplier’s products and services, in providing for the Servicespurposes of the administration of this Agreement and, comply with its Privacy and Security Policy as long as such document may be amended from time information is not identifiable to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller or any individual User, to test, develop, improve and the Supplier shall be a data processor enhance its products and in any services and to create and own derivative works based on such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damageSubmission.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Saas Agreement, Saas Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier Security Alliance shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier Security Alliance in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Security Alliance to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Security Alliance in accordance with the archiving procedure described in its Back-Up Policy. The Supplier .
5.3 Security Alliance shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier Security Alliance to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier 5.4 Security Alliance shall, in providing the Services, comply with its Privacy Data Protection and Information Security Policy as Policies relating to the privacy and security of the Customer Data available by written request to Security Alliance, such document may be amended from time to time by the Supplier Security Alliance in its sole discretion.
5.4 5.5 If the Supplier Security Alliance processes any personal data (as such term is defined in the General Data Protection Regulation (GDPR) on the Customer’s 's behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier Security Alliance shall be a data processor and in any such case:
(a) 5.5.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Security Alliance’s other obligations under this Agreement;
5.5.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Security Alliance so that the Supplier Security Alliance may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 5.5.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their specific informed consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier 5.5.4 Security Alliance shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.5.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software Subscription Agreement, Software Subscription Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the such archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 4.3 The Supplier shall, in providing the Services, comply with its Privacy Data Protection Policy relating to the privacy and Security Policy security of the Customer Data as such document may be amended notified to the Customer from time to time by the Supplier in its sole discretiontime.
5.4 4.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 5.1 7.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 7.2 The Supplier shall follow its archiving procedures for will ensure that there are regular back ups of Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer DataData caused by the Supplier, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicySupplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The . If recovery of Customer Data is required as a result of an issue resulting from the Customer, the Supplier shall, in providing will use all reasonable endeavours to restore the Services, comply with its Privacy and Security Policy as lost or damaged Customer Data from the latest back-up of such document may be amended from time to time Customer Data maintained by the Supplier in its sole discretionprovided that the Customer pays the Supplier’s reasonable additional Fees for such recovery.
5.4 7.3 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementContract, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 7.3.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Contract;
7.3.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Contract on the Customer's behalf;
(b) 7.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 7.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Contract and any lawful instructions reasonably given by the Customer from time to time; and
(d) 7.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Order Form, Order Form
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legalitylegality , reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Back-Up the relevant Service Level Agreement or the Supplier’s Hosting Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address (as may be notified applicable). The Supplier may, without obligation to the Customer Customer, make such additional backup or archiving arrangements as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. it sees fit.
5.3 In the event of any loss or damage to Customer DataData during the Licence Term, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Backthe relevant Service Level Agreement or the Supplier’s Hosting Policy (as applicable).
5.4 The Supplier shall not be required to maintain, back-Up Policyup, protect or retrieve any Customer Data after the expiry of the Licence Term.
5.5 If the Customer utilises the customer service icon provided within the Software, the Customer acknowledges that any Customer Data uploaded via such service will be subject to the relevant third-party supplier’s security policy. The Supplier currently utilises the Fresh Desk application. For a copy of the Fresh Desk Security Policy see ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/security. The Supplier accepts no liability for any Customer Data transferred through the customer service icon provided within the Software.
5.6 The Supplier shall not be responsible for any loss, loss suffered by the Customer as a result of or arising from the destruction, alteration alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except those third parties sub-contracted by and to the extent that the Supplier is entitled to perform services related recover and has so recovered an amount (net of the costs of recovery) equal to Customer Data maintenance and back-up)such loss from the relevant third party.
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.7 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementthese Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer undertakes to comply with all the requirements of the Data Protection ▇▇▇ ▇▇▇▇ in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these Terms and Conditions of Use on the Customer's behalf;
(bc) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, processing and transfer as required by all applicable data protection legislation;
(ce) the Supplier shall process the personal data only in accordance with the terms these Terms and Conditions of this agreement Use and any lawful instructions reasonably given by the Customer from time to time; and;
(df) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
5.5 The Supplier and (g) the Customer shall comply make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.8 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with their respective the Supplier 's processing of personal data on the Customer's behalf when performing its obligations as set out in Schedule 4 under these Terms and Conditions of this AgreementUse, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Appears in 2 contracts
Sources: Software License Agreement, Software License Agreement
Customer Data. 5.1 4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 4.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at the website assigned to the Customer by the Supplier, or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 4.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the state where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational organizational measures against unauthorised unAuthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software License & Service Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 4.2 Tazio shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇.▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier ▇▇▇▇▇ in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Tazio shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Tazio in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier 4.3 Tazio shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier ▇▇▇▇▇ in its sole discretion.
5.4 4.4 If the Supplier Tazio processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Tazio shall be a data processor and in any such case:
(a) ▇▇▇▇▇ acknowledges and agrees that the personal data may only be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Tazio’s other obligations under this agreement with the Customer’s written agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Tazio so that the Supplier ▇▇▇▇▇ may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier ▇▇▇▇▇ shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier 4.5 As soon as reasonably practicable, ▇▇▇▇▇ shall notify the Customer in writing, and provide such co- operation, assistance and information the Customer may reasonably require if Tazio:
(a) receives any complaint, notice or communication which relates directly or indirectly to the processing of personal data under this agreement or to the Customer or its affiliates;
(b) becomes aware of any security breach or personal data breach which relates directly or indirectly to the processing of personal data under this agreement; or
(c) receives a data subject rights request (including a data subject access request, request for erasure or rectification) which relates directly or indirectly to the processing of personal data under this agreement.
4.6 Tazio shall not release any press release or make any announcements relating to or referring to the Customer or its affiliates (including without limitation, any reference to this agreement and the Customer shall comply with their respective obligations as set out in Schedule 4 of this AgreementServices hereunder) without first seeking the Customer’s written approval
Appears in 1 contract
Sources: Services Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its standard archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the its standard archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 4.3 The Customer acknowledges that the Supplier does not, as part of its operations in providing the Services, collect personal data for its own purposes. All data collected as a result of the use of the Services is stored anonymously by the Supplier. However, the Supplier shall, in providing the Services, comply with its Privacy legal and Security Policy as such document statutory obligations relating to the privacy and security of any personal data provided by the Customer’s service users. Anonymised data may be amended from time to time used by the Supplier in to improve its sole discretionservices or for general dissemination of anonymised analysis to the relevant industry and to Customers.
5.4 4.4 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementobligations, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Supplier's other obligations;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these terms on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with these terms, the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Terms and Conditions
Customer Data. 5.1 9.1. The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 9.2. The Customer warrants that it owns all rights in the Customer Data and that the Supplier’s use and processing of the Customer Data in accordance with the Agreement will not infringe third party rights. The Customer hereby grants the Supplier the non-exclusive worldwide right and licence to process, copy, store, transmit display, print, view and otherwise use the Customer Data to the extent required for the provision of the Services. The Supplier shall will not process any Customer Data for its own purposes without the prior written consent of the Customer.
9.3. The Supplier shall, in providing the Services, comply with its Security Policy and follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Security Policy, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Security Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). The Customer acknowledges and accepts that more regular backups of Customer Data may be achieved by: (i) making its own backups of the Customer Data at any time, or (ii) requesting enhanced data backup services from the Supplier, details of which are available upon request. The Supplier’s liability in relation to any data loss or corruption will be limited to that resulting from its failure to comply with any contractual commitments given regarding data backup and the Supplier does not otherwise accept responsibility for data loss or damage of any kind.
5.3 9.4. The Customer accepts the Services on the basis of the standards set out in the Security Policy and accepts that the Supplier shallwill have no liability owing to any loss, damage or corruption to Customer Data provided the standards in providing the Services, comply with its Privacy and Security Policy have been complied with. The Customer accepts the security standards set out in the Security Policy as such document an acceptable commercial standard in light of all the circumstances, including the level of charges applied by the Supplier.
9.5. The Customer accepts that electronic communications involve transmission over the Internet, and over other networks, which are outside the Supplier’s control. The Customer accepts the risk associated with electronic communications and the possibility that they may be amended from time to time accessed by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the unauthorised parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so agrees that the Supplier may lawfully useis not responsible for any related delay, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction loss or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Master Service Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for archive Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified daily between 10:00 pm to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement4:00 am UK time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. Supplier.
5.3 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Digital Hub Subscription Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier retains primary responsibility for taking at least every twenty four hours and maintaining backups (for seven days) of the Customer Data and shall take regular backups to protect against data loss, corruption or other damage.
5.3 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Privacy Policy, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Privacy Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 5.4 On termination of this agreement, the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent archive of the Customer Data. The Supplier shallshall use reasonable commercial endeavours to deliver the archive to the Customer within 30 days of its receipt of such a written request, in providing provided that the ServicesCustomer has, comply with its Privacy at that time, paid all fees and Security Policy as such document may be amended charges outstanding at and resulting from time to time termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the returning or disposing of Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damageData.
5.5 The Customer hereby grants to the Supplier and a non-exclusive licence to use the Customer shall comply with their respective obligations as set out in Schedule 4 Data for the purposes of this Agreementinternal software improvements, including for the purpose of optimising the Services provided by the Supplier by way of comparisons across any and all Customer projects. The Supplier undertakes not to release details of the Customer projects arising from such improvements.
Appears in 1 contract
Sources: Saas Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier retains primary responsibility for taking and maintaining backups of the Customer Data and shall take regular backups to protect against data loss, corruption or other damage.
5.3 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Privacy Policy, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Privacy Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 5.4 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at the Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.5 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 5.5.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement;
5.5.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.5.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.5.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 5.6 The Customer hereby grants to the Supplier a non-exclusive licence to use the Customer Data for the purposes of internal software improvements, including for the purpose of optimising the Services provided by the Supplier by way of comparisons across any and all Customer projects. The Supplier and undertakes not to release details of the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreementprojects arising from such improvements.
Appears in 1 contract
Customer Data. 5.1 4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and Authorised users shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer their Data.
5.2 4.2 The supplier and customer shall fulfil its obligations of GDPR compliance as a ‘controllers’ and ‘processors’ of data which includes ( but not limited to) • Data protection impact assessments • Data protection officers • The right to be informed • The right to erasure • The right to rectification • The right to restrict processing
4.3 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicySchedule 4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 4.4 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time will need to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any process Authorised users personal data on the Customer’s their behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer or Authorised users shall ensure that the Customer is they are entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(dc) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 4.5 The Supplier will ensure that all Health Companion Ltd Staff are aware of their responsibilities to fully comply with the provisions of the Data Protection Act (2018), including related Caldicott Guardian principles and the Computer Misuse Act and GDPR compliance. The Supplier may, at times, be required to access patient identifiable data in order to investigate and resolve system errors or data quality issues. It is the responsibility of the Supplier to ensure that its staff can: • fully justify the purpose of access, • do not access patient identifiable information unless it is absolutely necessary • access or use the minimum necessary patient identifiable information. Details of the Supplier’s Information Governance Policy can be obtained from the Operations Director at Health Companion Ltd. The Customers Security Principles should be provided to the Supplier at the Project Initiation meeting. The Supplier will be responsible for ensuring these are followed. The Customer shall comply with will confirm whether explicit permissions will be required to access any patient identifiable information in order to carry out appropriate changes or investigations. The supplier will ensure that its processes enable the patient to actually consent to their respective obligations as set out in Schedule 4 of this Agreementdata being extracted from clinical systems to populate their patient portal.
Appears in 1 contract
Sources: Service Agreement
Customer Data. 5.1 5.1. The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 5.2. The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Back-Up Metadata Maintenance Policy available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇ /metadata-maintenance-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 5.9).
5.3 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇/privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5. The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7. Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required Supplier complies with reasonable instructions notified to it in advance by all applicable data protection legislationthe Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data it can reasonably identify and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with (and for these purposes the terms of this agreement and any lawful instructions reasonably given by the Customer from time term "delete" shall mean to timeput such data beyond use); and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8. Each party shall take ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its 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 damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 5.9. The Customer consents to the Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreementappointing or otherwise hosting its Software with
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. For the avoidance of doubt, the Company shall have no right or interest in the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyCompany. The Supplier Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier shall, in providing Company shall use commercially reasonable endeavours to maintain the Services, comply with its Privacy confidentiality of the Customer’s Data and Security Policy as such document may be amended from time to time by shall not disclose or use this without the Supplier in its sole discretionCustomer’s express consent.
5.4 If the Supplier Company processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Company shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Company’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Company so that the Supplier Company may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier Company shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and Upon termination of the Agreement for whatever reason, the Customer shall comply with their respective obligations as set out in Schedule 4 be entitled to an export of this Agreementthe Customer Data then held by the Company.
Appears in 1 contract
Sources: Subscription Agreement
Customer Data. 5.1 3.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 3.2 Orpheus shall follow its archiving procedures for Customer Data and the Analytical Data as set out in its Back-Up Policy available at ▇▇▇▇▇://▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier ▇▇▇▇▇▇▇ in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data or Analytical Data, the Customer's sole and exclusive remedy shall be for the Supplier Orpheus to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Analytical Data from the latest back-up of such Customer Data or Analytical Data maintained by the Supplier Orpheus in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Orpheus shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier Orpheus to perform services related to Customer Data maintenance and back-back- up).
5.3 The Supplier 3.3 Orpheus shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier ▇▇▇▇▇▇▇ in its sole discretion.
5.4 3.4 If the Supplier Orpheus processes any personal data Personal Data on the Customer’s 's behalf when performing its obligations under this agreement▇▇▇▇, the parties record their intention that the Customer shall be the data controller and the Supplier Orpheus shall be a data processor processor.
3.5 Orpheus shall comply with all Data Protection Laws (which apply to it in its capacity as a data processor) in connection with the processing of Personal Data in respect of the delivery of the Services and the exercise and performance of its rights and obligations under this Agreement.
3.6 The Customer shall comply with all Data Protection Laws (which apply to it in any such caseits capacity as a data controller) in connection with the processing of Personal Data in respect of the exercise and performance of its rights and obligations under this Agreement, and to enable Orpheus to deliver the Services.
3.7 Instructions and details of processing - Insofar as Orpheus processes Personal Data on behalf of the Customer:
3.7.1 unless required to do otherwise by applicable laws, Orpheus shall (a) the Customer and shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(beach person acting under its authority shall) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data Personal Data only on and in accordance with the terms of Customer’s documented instructions as set out in this agreement clause 3 and any lawful instructions reasonably given by the Customer Schedule 2 (Data Processing Details), and as updated from time to timetime by the written agreement of the parties (Processing Instructions); and
3.7.2 if any applicable laws require it to process Personal Data other than in accordance with the Processing Instructions, Orpheus shall notify the Customer of any such requirement before processing the Personal Data (dunless any of the applicable laws prohibit such information on important grounds of public interest).
3.8 Technical and organisational measures - Orpheus shall implement and maintain, at its cost and expense (taking into account those factors which it is entitled to take into account pursuant to the Data Protection Laws) each party shall take appropriate technical and organisational measures against unauthorised in relation to the processing of Personal Data by ▇▇▇▇▇▇▇:
3.8.1 so as to ensure a level of security in respect of the Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and
3.8.2 without prejudice to clause 3.11, insofar as is possible, to assist the Customer in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Personal Data.
3.9 Using staff and other processors - Orpheus shall not engage another Data Processor for carrying out any processing activities in respect of the Personal Data without the Customer’s prior written consent. The Customer consents to the processing of Personal Data by the personal data or its accidental loss, destruction or damageAuthorised Reseller in accordance with the Data Processing Instructions.
5.5 The Supplier 3.10 Orpheus shall ensure that all Orpheus personnel processing Personal Data:
3.10.1 are subject to obligations of confidentiality which apply, generally or specifically, to the Personal Data; and
3.10.2 are reliable and have received appropriate training on compliance with the Data Protection Laws.
3.11 Assistance with Customer’s Compliance with Data Subject Rights - Orpheus shall:
3.11.1 record and then refer all Data Subject Requests it receives to the Customer, without undue delay;
3.11.2 provide such assistance to the Customer shall comply as the Customer reasonably requests in relation to a Data Subject Request; and
3.11.3 not respond to any Data Subject Request or Complaint without the Customer’s prior written approval.
3.12 Without prejudice to clause 3.11 Orpheus shall, at its cost and expense, provide such assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and
3.12.1 security of processing;
3.12.2 Data Protection Impact Assessments (as such term is defined in the Data Protection Laws);
3.12.3 prior consultation with their respective obligations as set out in Schedule 4 of this Agreementa Supervisory Authority regarding high risk processing.
Appears in 1 contract
Sources: End User License Agreement (Eula)
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 6.1 The Supplier shall follow its archiving procedures for Customer Data as set out in its [Back-Up Policy Policy] available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇.▇▇▇/support/home or such other website address as may be notified to the Customer from time to time], as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its [Back-Up Policy]. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 6.2 The Supplier shall, in providing the Services, comply with its [Privacy and Security Policy Policy] relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/support/home or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 6.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreementFramework Agreement, the parties Parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 6.3.1 The Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Framework Agreement;
6.3.2 The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Framework Agreement on the Customer's ’s behalf;
(b) 6.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 6.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Framework Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 6.3.5 each party Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Master Services Agreement
Customer Data. 5.1 11.1 Customer Data shall at all times remain the property of the Customer or its licensors.
11.2 Notwithstanding clause 11.1, the Customer agrees that Disruptive will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is Disruptive property, which Disruptive may use for any business purpose during or after the Term of this Agreement (including without limitation to develop and improve Disruptive’s products and services). Disruptive will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify the Customer or Authorised Users, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). The Customer is not responsible for Disruptive’s use of Aggregate/Anonymous Data.
11.3 Except to the extent Disruptive has direct obligations under Data Protection Legislation, the Customer acknowledges that Disruptive has no control over any Customer Data hosted as part of the provision of the Services. The Customer shall own all rightsensure (and is exclusively responsible for) the accuracy, title quality, integrity, and interest in and to all legality of the Customer Data and that its use (including use in connection with the Services) complies with this Agreement and all applicable laws.
11.4 If Disruptive becomes aware of any allegation that any Customer Data may not comply with any other part of this Agreement Disruptive shall have sole responsibility the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any part of the Agreement and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Disruptive shall notify the Customer before taking such action.
11.5 Except as otherwise expressly agreed in this Agreement, Disruptive shall not be obliged to provide the Customer with any assistance extracting, transferring, or recovering any data whether during the Term of this Agreement or following expiry or termination of this Agreement. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the legalitycontinuation of the Customer’s business. The Customer shall, reliabilitywithout limitation, integrityensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its Authorised Users’ needs) and extracts it from the Services prior to the termination or expiry of this Agreement or the cessation or suspension of the Services.
11.6 Disruptive routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Disruptive responsible for ensuring the Customer Data does not become inaccessible, accuracy and quality damaged, or corrupted. To the maximum extent permitted by applicable law, Disruptive shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
11.7 The Customer hereby instructs that Disruptive shall, within sixty (60) days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up securely dispose of such Customer Data maintained by processed in relation to the Supplier Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable law requires Disruptive to store such Customer Data. Disruptive shall have no liability (howsoever arising, including in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible negligence) for any loss, destruction, alteration deletion or disclosure destruction of any such Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data undertaken in accordance with this agreement Agreement.
11.8 Disruptive shall cooperate with any investigation relating to information security which is carried out by or on the Customer's behalf;behalf of a Regulator with competent jurisdiction.
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each 11.9 Each party shall take appropriate technical and organisational measures against unauthorised advise the other within six working hours of an information security breach or unlawful processing of potential security breach which may affect the personal data or its accidental loss, destruction or damageServices.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Licensing Agreement
Customer Data. 5.1 4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Supplier shall be for the Supplier to use reasonable commercial best endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicySchedule 4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 4.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement agreement, the Privacy and Data Protection Legislation and any lawful instructions reasonably given by the Customer from time to time; andtime (the "Authorised Purpose");
(dc) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
5.5 The (d) the Supplier shall indemnify and keep indemnified the Customer shall comply with their respective obligations as set out against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in Schedule 4 respect of any breach by the Supplier of this Agreementclause.
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 The Supplier MY DIGITAL shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Policy, as such document may be amended by the Supplier MY DIGITAL in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against MY DIGITAL shall be for the Supplier MY DIGITAL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier MY DIGITAL in accordance with the archiving procedure described in its Back-Up Policy. The Supplier MY DIGITAL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier MY DIGITAL to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 5.10). The Customer shall ensure that each of its Authorised Users is aware of the Back Up Policy and MY DIGITAL’s obligations with regard to the restoration of Customer Data.
5.3 The Supplier Privacy Policy is incorporated into this contract by reference and applies to the Subscription Services. The Customer acknowledges and agrees that Customer Data shall be collected and used by MY DIGITAL in accordance with the Privacy Policy and shall ensure that each Authorised User is aware of the Privacy Policy and provides its prior written consent to the Customer which shall confirm that each Contractor User and End Client User has seen and agrees to that party’s personal data being used by MY DIGITAL in accordance with the Privacy Policy. MY DIGITAL shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy as such document may be amended from time to time by security of the Supplier in its sole discretionCustomer Data.
5.4 If Both parties will comply with all applicable requirements of the Supplier Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5 The Customer shall not disclose (and shall not permit any data subject to disclose), any sensitive personal data/special categories of personal data to MY DIGITAL for processing.
5.6 The parties acknowledge that where MY DIGITAL processes any personal data as described in this contract on the Customer’s behalf when performing its obligations under this agreementcontract, and for the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that purposes of this Contract, the Customer is entitled the controller and MY DIGITAL is the processor for the purposes of the Data Protection Legislation.
5.7 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the relevant personal data to MY DIGITAL for the Supplier duration and purposes of this contract so that the Supplier MY DIGITAL may lawfully use, process and transfer the personal data in accordance with this agreement contract on the Customer's behalf.
5.8 Without prejudice to the generality of clause 5.4, MY DIGITAL shall, in relation to any personal data processed in connection with the performance by MY DIGITAL of its obligations under this contract:
(a) process that personal data only on the documented written instructions of the Customer unless MY DIGITAL is required by the laws of any member of the European Union or by the laws of the European Union applicable to MY DIGITAL and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where MY DIGITAL is relying on Applicable Laws as the basis for processing personal data, MY DIGITAL shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit MY DIGITAL from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or MY DIGITAL has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) MY DIGITAL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) MY DIGITAL complies with reasonable instructions notified to it in advance by the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationCustomer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this contract unless required by Applicable Law to store the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timedata; and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Company if, in the opinion of the MY DIGITAL, an instruction infringes the Data Protection Legislation.
5.9 Each party shall take ensure that it has in place appropriate technical and organisational measures measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its 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 damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 5.10 The Supplier Customer consents to MY DIGITAL appointing AWS Europe as a third-party processor of personal data under this contract. MY DIGITAL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which reflect the requirements of the Data Protection Legislation. As between the Customer and MY DIGITAL, MY DIGITAL shall comply with their respective obligations as set out in Schedule 4 remain fully liable for all acts or omissions of any third- party processor appointed by it pursuant to this Agreementclause 5.
5.11 The Customer acknowledges and agrees that internet transmissions are never completely private or secure and that any message or information which is sent or received using the Services may be read or intercepted by others, even if a particular transmission is encrypted.
5.12 The Customer consents (on behalf of itself and each Authorised User) to MY DIGITAL collecting and using technical information about the devices and related software, hardware and peripherals for services that are internet or wireless based to improve its products and to provide any Services to the Customer.
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rights, title is responsible for the reliability and interest in and to all accuracy of the any Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Datawhich it provides to Moixa.
5.2 The Supplier Moixa shall follow its archiving procedures for Customer Data as set out in its Backback-Up Policy up policy available at ▇▇▇.▇▇▇▇▇.▇▇▇ (“Back-Up Policy”) or such other website address as may be notified to the Customer as such document from time to time. The Back-Up Policy may be amended by the Supplier Moixa in its sole discretion from time to time the current version of which is set out at Schedule 3 provided that, if significant changes are made to terms forming part of this Agreement. Agreement and the Customer does not agree the changes, the Customer will be entitled to terminate this Agreement by giving notice by email to ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.
5.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Moixa shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Moixa in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Moixa shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party except (except those i) the Hosting Services Provider and (ii) where any third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party acted on Moixa’s instructions.
5.3 The Supplier 5.4 Moixa shall, in providing the ServicesMoixa Dashboard, comply with its privacy policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇.▇▇▇ (“Privacy and Security Policy”) or such other website address as may be notified to the Customer from time to time. The Privacy Policy as such document may be amended from time to time by the Supplier Moixa in its sole discretiondiscretion provided that, if significant changes are made to terms forming part of this Agreement and the Customer does not agree the changes, the Customer will be entitled to terminate this Agreement by giving notice by email to
5.5 Moixa shall use the Customer Data:
(a) to provide the Moixa Dashboard to the Customer, including Moixa’s use of the Hosting Service Provider for storage of Customer Data in accordance with the Hosting Service Provider Customer Agreement;
(b) to perform analysis on the Customer Data in accordance with the Privacy Policy to improve Moixa’s products and services;
(c) to aggregate information and statistics for the purposes of monitoring performance of the Moixa Dashboard in order to help Moixa to develop the Moixa Dashboard; and
(d) where the owner of the Smart Battery has granted you the rights to use the battery, giving such owner access to the data for the purposes of calculating and verifying the generation of electricity and battery usage.
5.4 5.6 If the Supplier Moixa processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is entitled located in order to transfer provide the relevant personal data to the Supplier so that the Supplier may lawfully use, process Moixa Dashboard and transfer the personal data in accordance with perform Moixa's other obligations under this agreement on the Customer's behalfagreement;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier Moixa shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timePrivacy Policy; and
(dc) each party (Moixa shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: End User Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 4.9).
5.3 4.3 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 4.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
4.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be is the data controller and the Supplier shall be a is the data processor for the purposes of the Data Protection Legislation (where Personal Data, Data Controller and Data Processor have the meanings as defined in any such case:the Data Protection Legislation).
(ab) the Customer shall acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
4.6 Without prejudice to the generality of clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data Personal Data in accordance with this agreement on the Customer's behalf.
4.7 Without prejudice to the generality of clause 4.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) the Customer shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;Personal Data confidential; and
(c) not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
(i) the Customer or the Supplier shall process has provided appropriate safeguards in relation to the personal transfer;
(ii) the data only in accordance subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the terms Data Protection Legislation by providing an adequate level of this agreement and protection to any lawful instructions reasonably given by the Customer from time to timePersonal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(d) each assist the Customer, at the Customer'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;
(e) notify the Customer without undue delay on becoming aware of a Personal Data breach; and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits by the Customer or the Customer's designated auditor.
4.8 Each party shall take ensure that it has in place appropriate technical and organisational measures measures, reviewed and approved by the other party, 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 personal data harm that might result from the unauthorised or its unlawful processing or accidental loss, destruction or damagedamage 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, encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 4.9 The Customer does not consent to the Supplier and appointing any third party processor of Personal Data under this agreement.
4.10 Either party may at the cost of the Customer for both parties, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall comply with their respective obligations as set out in Schedule 4 of apply when replaced by attachment to this Agreementagreement).
Appears in 1 contract
Sources: Service Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. For the avoidance of doubt, the Company shall have no right or interest in the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyCompany. The Supplier Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier shall, in providing Company shall use commercially reasonable endeavours to maintain the Services, comply with its Privacy confidentiality of the Customer’s Data and Security Policy as such document may be amended from time to time by shall not disclose or use this without the Supplier in its sole discretionCustomer’s express consent.
5.4 If To the Supplier processes any extent the Customer Data contains personal data on or the Customer’s behalf when performing its obligations under this agreementparties are otherwise required to hold or process personal data in performance of the Agreement, the parties record their intention that shall comply with the GDPR Addendum annexed to these Conditions.
5.5 Upon termination of the Agreement for whatever reason, the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) entitled to an export of the Customer Data then held by the Company.
5.6 The Company specifically undertakes that (subject to clause 5.7) it shall ensure not share any Customer Data with third parties including with other taxi operators, aggregators or with any other business that has a common shareholder of The Company. As is expressly stated in clause 10.5, all Customer Data is Confidential Information of the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, will be treated as such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms provisions of clause 10 and will not be used or disclosed to third parties or used other than in providing the Services under this agreement and any lawful instructions reasonably given by Agreement.
5.7 Where the Customer from time has agreed to time; and
(d) each party shall take appropriate technical join the Company’s iGo network of operators, limited ride, passenger, driver and organisational measures against unauthorised or unlawful processing journey information will be made available to other network members to enable the Customer to send and receive bookings on that network. Participation in the iGo network is at the option of the personal data or its accidental lossCustomer and will be subject to a separate agreement. For the avoidance of doubt, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out is under no obligation to join the iGo Network and will in Schedule 4 no way be penalised if it does not. Also, iGo gives the Customer the ability to choose (and exclude) certain sources of this Agreementbookings, limiting the network members to which any Customer Data will be made available.
Appears in 1 contract
Sources: Cloud Subscription Agreement
Customer Data. 5.1 The As between Customer and SKIDATA, all data created or transmitted by Customer and stored on the SKIDATA servers (or those of its subcontractor or other designee) as part of the Hosted Services (the “Customer Data”) shall own at all rightstimes be owned by Customer. SKIDATA will back up or otherwise protect the Customer Data, title transactional history and interest other information that may be included in the SKIDATA or the Hosted Services databases using state-of-the-art technology. Nevertheless, Customer acknowledges and agrees that SKIDATA shall have no responsibility, obligation or liability to do the aforementioned and that SKIDATA makes no warranty or guarantee other than required by law. Any and all of Customer´s use of the Hosted Service, or any use utilizing Customer´s account information, shall be Customer´s re- sponsibility. Without limitation, Customer acknowledges that in no event shall SKIDATA be liable to Customer or any third party for loss, destruction or corruption of Customer Data. Customer agrees and acknowledges that Customer is in a better position to foresee and evalu- ate any potential damage or loss Customer may suffer in connection with the loss of Customer Data and that the fees payable under this Agreement have been calculated on the basis that SKIDATA shall have sole responsibility for exclude liability as provided in this Section. SKIDATA may transfer, store and process Customer Data in any country in which SKIDATA or its parent company, subsidiaries, other related entities or any of their subcontractors, vendors or other representatives, maintain facilities. In using the legalityServices, reliabilityCustomer consent to this transfer, integrity, accuracy processing and quality storage of the Customer Data.
5.2 The Supplier shall follow its archiving procedures . Customer is solely responsible for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified responding to any third party requests relating to the Customer as such document may be amended by Data. Without limiting the Supplier in its sole discretion from time to time the current version disclaimers of which is warranty and limitations of liability set out at Schedule 3 of this Agreement. In the event of any loss or damage to forth below, Customer Data, the Customer's sole acknowledges and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier agrees that SKI- DATA shall not be responsible or liable, in any way, for any lossthe deletion, correction, destruction, alteration damage, loss or disclosure failure to store any Customer Data, unless such deletion, correction, destruction, damage, loss or failure is directly attributable to the gross negligence of SKIDATA with- out any contributory negligence of the part of Customer Data caused by or Customer´s end-users, affiliates, employees, agents, representatives, invitees or licensees. SKIDATA is not responsible for any third party lost files, information or data, including but not limited to such losses that are a direct result of SKIDATA’s gross negligence. Without limiting any release set forth herein, Customer releases and gives up any and all claims and rights Customer may have against any SKIDATA Parties (except those third parties sub-contracted by the Supplier as defined in Clause 9) based upon such loss or damage. SKIDATA will undertake commercially reasonable efforts to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shallcontain such losses, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the if they emerge. Upon request Customer is entitled to transfer a data-export of end-user, sales and access data in a .csv file format once per year free of charges. Additional requests may be processed only against costs dependent on effort. As processor of the relevant personal data to the Supplier so that the Supplier may lawfully useAuthorized Distributor, process and transfer if any, SKIDATA is processing the personal data in accordance with this agreement on the Customer's behalf;
(b) of the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the respectively personal data only in accordance end-user data). In order to comply with the terms of this agreement and any lawful instructions reasonably given by the Customer from time Data Privacy Regulations (GDPR) a Data Processing Agreement (DPA) needs to timebe concluded with SKIDATA; and
(d) each party Authorized Distributor shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or also have such DPA in place with its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall Customer. SKIDATA undertakes to comply with their respective obligations as set out in Schedule 4 security standards according to ISO/IEC 27001. Customer acknowledges that SKIDATA may be required to disclose Customer`s Data by law or at the request of this Agreementa governmental, ad- ministrative, legislative, arbitrational or judicial body and agrees to such disclosure.
Appears in 1 contract
Sources: Hosted Service Agreement
Customer Data. 5.1 o The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 . o The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Back-Up Metadata Maintenance Policy available at athttps://▇▇▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 9).
5.3 . o The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇/privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If . o Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. o The parties acknowledge that: if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall is the processor for the purposes of the Data Protection Legislation. Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject. the personal data may be a data processor and in any such case:
(a) transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement. o Without prejudice to the generality of clause 4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: End User License Agreement
Customer Data. 5.1 6.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier 6.2 Apposite shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Apposite to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier 6.3 Apposite shall, in providing the ServicesProducts, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data (as identified in the Table) (such document may be amended from time to time by the Supplier Apposite and/or its Technology Provider in its sole discretion).
5.4 6.4 If the Supplier Apposite processes any personal data Personal Data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier Apposite shall be a data processor (as defined in the DPA) and in any such case:
(a) the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to provide the Products. The Customer consents for Apposite to receive, share and transfer Personal Data arising from use of the Products and/or Hosted Services with telecommunications or other providers used in conjunction with the Products and/or Hosted Services;
b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier Apposite so that the Supplier they may lawfully use, process and transfer the personal data Personal Data in accordance with this agreement Agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationunder the DPA;
(cd) the Supplier Personal Data shall process the personal data be processed only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational organizational measures against unauthorised or unlawful processing of the personal data Personal Data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: End User Terms and Conditions
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier Customer acknowledges and agrees to create, assign and maintain the Unique Identifier assigned to their Customer Data across all types of Data Sources for the duration of this agreement
5.3 Activ8 Intelligence shall follow its archiving procedures for Customer Data as set out in its Back-Up Backup Policy (available at ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ ▇/en_US/saas-terms-and-conditions)) or such other website address as may be notified to the Customer Customer, as such a document may be amended by the Supplier Activ8 Intelligence in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier Activ8 Intelligence to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier Activ8 Intelligence in accordance with the archiving procedure described in its Back-Up Backup Policy. The Supplier Activ8 Intelligence shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier 5.4 Activ8 Intelligence shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data (available at ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/en_US/saas- terms-and-conditions) and the Activ8 Intelligence Data Protection Agreement attached to these terms, or such other website address as may be notified to the Customer from time to time, as such document documents may be amended from time to time by the Supplier Activ8 Intelligence in its sole discretion.
5.4 5.5 If the Supplier Activ8 Intelligence processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Activ8 Intelligence shall be a data processor and in any such case:
(a) Unless agreed otherwise in writing by the Company, the Customer acknowledges and agrees that the personal data may not be transferred or stored outside the EEA in order to carry out the Services and Activ8 Intelligence’s other obligations under this agreement;
b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Activ8 Intelligence so that the Supplier Activ8 Intelligence may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier Activ8 Intelligence shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier f) Activ8 Intelligence may collect, use, and disclose data derived from Customer’s use of the Service for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision of the Service. Any such data will be in aggregate form only and will not contain Customer shall comply with their respective obligations as set out identifiable data unless agreed in Schedule 4 of this Agreementwriting.
Appears in 1 contract
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 6.2 Iplicit shall follow its archiving procedures for Customer Data as set out in its Back-Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Iplicit in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier Iplicit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Iplicit in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Iplicit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier 6.3 Iplicit shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Iplicit in its sole discretion.
5.4 6.4 If the Supplier Iplicit processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Iplicit shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Iplicit’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Iplicit so that the Supplier Iplicit may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier Iplicit shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 The Supplier MY DIGITAL shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Policy, as such document may be amended by the Supplier MY DIGITAL in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against MY DIGITAL shall be for the Supplier MY DIGITAL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such ofsuch Customer Data maintained by the Supplier MY DIGITAL in accordance with the archiving procedure archivingprocedure described in its Back-Up Policy. The Supplier MY DIGITAL shall not be responsible for any lossanyloss, destruction, alteration or disclosure of Customer Data caused by any third party (except party(except those third parties sub-contracted by the Supplier MY DIGITAL to perform services related to Customer Data maintenance and back-upup forwhich it shall remain fully liable under clause 5.10). The Customer shall ensure that each of its Authorised Users is aware of the Back Up Policy and MY DIGITAL’s obligations withregard to the restoration of Customer Data.
5.3 The Supplier Privacy Policy is incorporated into this contract by reference and applies to the Subscription Services. The Customer acknowledges and agrees that Customer Data shall be collected and used by MY DIGITAL in accordance with the Privacy Policy and shall ensure that each Authorised User is aware of the Privacy Policy and provides its prior written consent to the Customer which shall confirm that each Contractor User and End Client User hasseen and agrees to that party’s personal data being used by MY DIGITAL in accordance with the Privacy Policy. MY DIGITAL shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy as such document may be amended from time to time by security of the Supplier in its sole discretionCustomer Data.
5.4 If Both parties will comply with all applicable requirements of the Supplier Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5 The Customer shall not disclose (and shall not permit any data subject to disclose), any sensitive personal data/special categories of personal data to MY DIGITAL for processing.
5.6 The parties acknowledge that where MY DIGITAL processes any personal data as described in this contract on the Customer’s behalf when performing its obligations under this agreementcontract, and for the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that purposes of this Contract, the Customer is entitled the controller and MY DIGITAL is the processor for the purposes of the Data Protection Legislation.
5.7 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the relevant personal data to MY DIGITAL for the Supplier duration and purposes of this contract so that the Supplier MY DIGITAL may lawfully use, process and transfer the personal data in accordance with accordancewith this agreement contract on the Customer's behalf.
5.8 Without prejudice to the generality of clause 5.4, MY DIGITAL shall, in relation to anypersonal data processed in connection with the performance by MY DIGITAL of its obligations under this contract:
(a) process that personal data only on the documented written instructions of the Customer unless MY DIGITAL is required by the laws of any member of the European Union or by the laws of the European Union applicable to MY DIGITAL and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where MY DIGITAL is relyingon Applicable Laws as the basis for processing personal data, MY DIGITAL shall promptly notify the Customer ofthis before performing the processingrequired by the Applicable Laws unless those Applicable Laws prohibit MYDIGITAL from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area andthe United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or MY DIGITAL has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) MY DIGITAL complies with its obligations under the Data Protection Legislation by providingan adequate level of protection to any personal data that is transferred; and
(iv) MY DIGITAL complies withreasonable instructions notified to it in advance by the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationCustomer withrespect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer's cost, in responding to any request from a data subject and in ensuringcompliance with its obligations under the Data Protection Legislation with respect to security, breach notifications,impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personaldata breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this contract unless required by Applicable Law to store the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timedata; and
(df) each maintain complete and accuraterecords and information to demonstrate its compliance with this clause 5 and immediately inform the Company if, in the opinion of the MY DIGITAL, an instruction infringes the Data Protection Legislation.
5.9 Each party shall take ensure that it has in place appropriate technical and organisational measures measures, reviewed and approved by the other party, to protect against unauthorisedor 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 of the personal data or its accidental loss, destruction or damagedamage 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 personaldata, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 5.10 The Supplier Customer consents to MY DIGITAL appointing AWS Europe as a third-party processor of personal data under this contract. MY DIGITAL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which reflectthe requirements of the Data Protection Legislation. As between the Customer and MY DIGITAL, MY DIGITAL shall comply with their respective obligations as set out in Schedule 4 remain fully liable for all acts or omissions of any third- party processor appointed by it pursuant to this Agreementclause 5.
5.11 The Customer acknowledges and agrees that internet transmissions are never completely private or secure and that any message or information which is sent or received using the Services may be read or intercepted by others, even if a particular transmission is encrypted.
5.12 The Customer consents (on behalf of itself and each Authorised User) to MY DIGITAL collecting and using technical informationabout the devices and related software, hardware and peripherals for services that are internet or wireless based to improve its products and to provide any Services to the Customer.
Appears in 1 contract
Sources: Service Agreement
Customer Data. 5.1 5.1. The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 5.2. The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Back-Up Privacy and Security Policy available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇ /privacy- security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours endeavors to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 5.9).
5.3 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇/privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5. The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorized Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7. Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required Supplier complies with reasonable instructions notified to it in advance by all applicable data protection legislationthe Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) in accordance with clause 14.1 (b), delete or return personal data on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with (and for these purposes the terms of this agreement and any lawful instructions reasonably given by the Customer from time term "delete" shall mean to timeput such data beyond use); and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8. Each party shall take ensure that it has in place appropriate technical and organisational organizational measures to protect against unauthorised unauthorized or unlawful processing of the personal data and against accidental loss or its destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organizational measures adopted by it).
5.5 5.9. The Customer consents to the Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreementappointing or otherwise hosting its Software with
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 6.1 The Supplier shall follow its archiving and security procedures for Customer Data as Data, including those set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇clause 7 (Security) and as described in Schedule 2.▇▇▇
6.2 The Supplier shall promptly notify the Customer in writing of any actual or such other website address as may be notified suspected loss or damage to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyData. The Supplier shall not be responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-back- up).
5.3 The Supplier shall, in providing the Services, 6.3 Each party undertakes that it shall comply with its Privacy the DPA and Security Policy as such document all applicable changes in law, including any subsequent legislation that may be amended from time to time by amend and/or supersede the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf DPA, when performing its obligations under this agreement, the . The parties record their intention acknowledge that the European General Data Protection Regulation (GDPR) shall apply during the term of this agreement. The parties agree that they shall enter into such variation of this agreement and execute such additional documentation and make any required changes to the Services as is reasonably required to reflect their obligations under the GDPR and in order for the Supplier to provide the Services in a manner that would allow the Customer to be compliant with the GDPR, based on the Customer’s obligations as a Data Controller and the Supplier’s obligations as a Data Processor or each party’s obligations as a Data Controller, as applicable.
6.4 The Customer shall be the data controller Data Controller, and the parties acknowledge that the Supplier shall will be a acting as Data Processor in respect of all data processor and processing activities in any such caserelation to Customer Personal Data that the Supplier carries out under this agreement.
6.5 The Supplier undertakes to the Customer that:
(a) it shall process the Customer shall ensure that the Personal Data, including updating, correcting and deleting such Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully usePersonal Data, process and transfer the personal data only in accordance with this agreement on and the Customer's behalfwritten instructions of the Customer and to the extent, and in such a manner, as is reasonably necessary to supply the Services in accordance with this agreement or as is required by any applicable law;
(b) in respect of Customer Personal Data which is in the possession or under the control of the Supplier, it shall implement appropriate technical and organisational measures to protect this Customer shall ensure that the relevant third parties have been informed ofPersonal Data against unauthorised or unlawful processing and accidental loss, and have given their consent todestruction, such usedamage, processing, and transfer as required by all applicable data protection legislationalteration or disclosure;
(c) it shall not publish, disclose or divulge any Customer Personal Data to any third party, nor allow any third party to process Customer Personal Data on the Supplier shall process Supplier’s behalf, without the personal data only in accordance with prior written consent of the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; andCustomer;
(d) each party it shall not transfer Customer Personal Data outside the European Economic Area without the prior written consent of the Customer;
(e) it shall take appropriate technical reasonable steps to ensure the reliability of any employee, agent or sub- contractor who has access to Customer Data, and organisational measures against unauthorised or unlawful processing of the personal ensure all employees, agents and sub- contractors undergo training on data or its accidental loss, destruction or damage.protection and information security;
5.5 The Supplier and (f) it shall use reasonable endeavours to assist the Customer at the Customer’s cost with any subject access request that the Customer receives relating to Customer Personal Data processed by the Supplier under this agreement;
(g) it shall comply with their respective obligations as set out use reasonable endeavours to assist the Customer in Schedule 4 of this Agreementresponding to regulatory requirements.
Appears in 1 contract
Sources: Master Services Agreement
Customer Data. 5.1 The Customer and Supplier shall jointly own all rights, title and interest in and to all of the Customer Data and Data, the customer or its nominated users shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its [Privacy and Security Policy Policy] relating to the privacy and security of the Customer Data available at Care ▇▇▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer or its users shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement, subject to customers user agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 The Supplier MY DIGITAL shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Policy, as such document may be amended by the Supplier MY DIGITAL in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against MY DIGITAL shall be for the Supplier MY DIGITAL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier MY DIGITAL in accordance with the archiving procedure described in its Back-Up Policy. The Supplier MY DIGITAL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier MY DIGITAL to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 5.10). The Customer shall ensure that each of its Authorised Users is aware of the Back Up Policy and MY DIGITAL’s obligations with regard to the restoration of Customer Data.
5.3 The Supplier Privacy Policy is incorporated into this contract by reference and applies to the Subscription Services. The Customer acknowledges and agrees that Customer Data shall be collected and used by MY DIGITAL in accordance with the Privacy Policy and shall ensure that each Authorised User is aware of the Privacy Policy and provides its prior written consent to the Customer which shall confirm that each Contractor User and End Client User has seen and agrees to that party’s personal data being used by MY DIGITAL in accordance with the Privacy Policy. MY DIGITAL shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy as such document may be amended from time to time by security of the Supplier in its sole discretionCustomer Data.
5.4 If Both parties will comply with all applicable requirements of the Supplier Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5 The Customer shall not disclose (and shall not permit any data subject to disclose), any sensitive personal data/special categories of personal data to MY DIGITAL for processing.
5.6 The parties acknowledge that where MY DIGITAL processes any personal data as described in this contract on the Customer’s behalf when performing its obligations under this agreementcontract, and for the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that purposes of this Contract, the Customer is entitled the controller and MY DIGITAL is the processor for the purposes of the Data Protection Legislation.
5.7 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the relevant personal data to MY DIGITAL for the Supplier duration and purposes of this contract so that the Supplier MY DIGITAL may lawfully use, process and transfer the personal data in accordance with this agreement contract on the Customer's behalf.
5.8 Without prejudice to the generality of clause 5.4, MY DIGITAL shall, in relation to any personal data processed in connection with the performance by MY DIGITAL of its obligations under this contract:
(a) process that personal data only on the documented written instructions of the Customer unless MY DIGITAL is required by the laws of any member of the European Union or by the laws of the European Union applicable to MY DIGITAL and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where MY DIGITAL is relying on Applicable Laws as the basis for processing personal data, MY DIGITAL shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit MY DIGITAL from so notifying theCustomer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer shall ensure or MY DIGITAL has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) MY DIGITAL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) MY DIGITAL complies with reasonable instructions notified to it in advance by the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationCustomer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this contract unless required by Applicable Law to store the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timedata; and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Company if, in the opinion of the MY DIGITAL, an instruction infringes the Data Protection Legislation.
5.9 Each party shall take ensure that it has in place appropriate technical and organisational measures measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its 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 damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 5.10 The Supplier Customer consents to MY DIGITAL appointing AWS Europe as a third-party processor of personal data under this contract. MY DIGITAL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which reflect the requirements of the Data Protection Legislation. As between the Customer and MY DIGITAL, MY DIGITAL shall comply with their respective obligations as set out in Schedule 4 remain fully liable for all acts or omissions of any third- party processor appointed by it pursuant to this Agreementclause 5.
5.11 The Customer acknowledges and agrees that internet transmissions are never completely private or secure and that any message or information which is sent or received using the Services may be read or intercepted by others, even if a particular transmission is encrypted.
5.12 The Customer consents (on behalf of itself and each Authorised User) to MY DIGITAL collecting and using technical information about the devices and related software, hardware and peripherals for services that are internet or wireless based to improve its products and to provide any Services to the Customer.
Appears in 1 contract
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 6.2 Smartway2 Ltd shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Smartway2 Ltd to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Smartway2 Ltd. For the Supplier in accordance avoidance of doubt, back-up procedures do not form part of the Services and are offered to the Customer with the archiving procedure described in its Back-Up Policyno warranty or guarantee of their date, accuracy or integrity. The Supplier Smartway2 Ltd shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by party.
6.3 The Customer grants to the Supplier a non-exclusive, non-transferable licence to perform services related to access and view the Customer Data maintenance for the purposes assessing and back-up).
5.3 The Supplier improving the Services during the Subscription Term. Smartway2 Ltd shall not modify the Customer Data and shall, in providing the Services, comply with its Privacy commercially prudent practices relating to the privacy and Security Policy as such document may be amended from time to time by security of the Supplier in its sole discretionCustomer Data.
5.4 6.4 If the Supplier Smartway2 Ltd processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Smartway2 Ltd shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Smartway2 Ltd’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer it is entitled to transfer the relevant personal data to the Supplier Smartway2 Ltd so that the Supplier Smartway2 Ltd may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under Clause 5.9).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) [Schedule 4 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.]
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement.
5.6 Without prejudice to the generality of Clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software Subscription Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-back- up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: License Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer Policy, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier customer shall not be hold the supplier responsible for any loss, destruction, alteration or disclosure of Customer Data if caused by any third party (except those under the subcontract of the customer. Likewise, the supplier is responsible for any loss, destruction, alteration or disclosure cause by any third parties sub-contracted by party under the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 subcontract of the supplier. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 5.3 The parties acknowledge that, for the Supplier processes any personal data on the Customer’s behalf when performing its obligations under purposes of this agreementAgreement, the parties record their intention that the Customer shall be is the data controller and the Supplier shall be a is the data processor (each within the meaning of the DPA). The parties shall give each other all reasonable assistance as appropriate or necessary to enable each other to comply with their data protection duties under this Agreement and the DPA. Where the Supplier is Processing Personal Data on behalf of the Customer under or in any such caseconnection with this Agreement, the Supplier shall:
(a) the Customer shall ensure that the Customer only Process such Personal Data as is entitled necessary to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process perform its obligations under this Agreement and transfer the personal data only in accordance with any instructions given by the Customer under this agreement on the Customer's behalfAgreement;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only put in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take place appropriate technical and organisational measures against any unauthorised or unlawful processing of Personal Data and against the personal accidental loss or destruction of or damage to such Personal Data having regard to the specific requirements of this clause 5.4, the state of technical development and the level of harm that may be suffered by a data subject (as defined by the DPA) whose Personal Data is affected by unauthorised Processing or by its accidental loss, destruction damage or damage.destruction;
5.5 The Supplier (c) keep the Personal Data confidential and not disclose it to any third party without the prior written consent of the Customer;
(d) take reasonable steps to ensure the reliability of any of the Supplier’s personnel who will have access to Personal Data and ensure that such personnel are aware of and comply with the terms of this clause 5;
(e) report all incidents of data loss or breach of confidence to the Customer immediately and in accordance with industry best practice and cooperate with the Customer’s compliance and information security employees to support assessment, root cause analysis and identify any corrective action required; supporting the implementation of any required corrective action as agreed between the parties;
(f) not cause or allow Personal Data to be transferred outside the European Economic Area without the prior written consent of the Customer;
(g) where Personal Data is processed by a sub-contractor of the Supplier in connection with this Agreement, procure that such sub-contractor shall comply with their respective the relevant obligations as set out in Schedule 4 this clause 5 as if such sub-contractor were the Supplier;
(h) permit the Customer (or a representative) to inspect and audit the Supplier’s facilities, equipment, documents and electronic data relating to the Supplier’s data processing activities. Where the Suppliers facilities relating to the Customers data processing activities reside within a third party cloud solution (for example Azure or Amazon Web Services) then the Supplier agrees to the Customer auditing the procedures, documents and any interfaces that show how the data is being processed and the agreements with said third party.
(i) at the end of this Agreement, howsoever arising, delete and/or destroy all Personal Data in accordance with clause 13.3(c) and provide confirmation of such deletion/destruction to the Customer;
(j) indemnify and keep the Customer indemnified against any loss, damages, costs, expenses (including without limitation legal costs and expenses), claims or proceedings whatsoever or howsoever to the extent arising from the Supplier’s (or its sub-contractor’s) unlawful or unauthorised disclosure of, processing, destruction and/or damage to Personal Data in connection with this Agreement.
Appears in 1 contract
Sources: Software Service Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier Yotta shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Yotta in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Yotta to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Yotta in accordance with the archiving procedure described in its Back-Up Policy. The Supplier ▇▇▇▇▇ shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Yotta to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier Yotta shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Yotta in its sole discretion.
5.4 If the Supplier Yotta processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Yotta shall be a data processor and in any such case:
(a) 5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored within the EEA or the country where the Customer and the Authorised Users are located inorder to carry out the Services and Yotta's other obligations under this agreement;
5.4.2 the Customer shall ensure that the Customer it complies with its obligations under applicable Data Protection Legislation and that it is entitled to transfer the relevant personal data to the Supplier Yotta so that the Supplier ▇▇▇▇▇ may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) 5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationData Protection Legislation;
(c) the Supplier 5.4.4 Yotta shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timeprovisions of applicable Data Protection Legislation; and
(d) 5.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.1 9.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The 9.2 In relation to Services which involve the Supplier shall follow its archiving procedures for storing Customer Data as set out and in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data from is secure and backed up and that the latest back-up of such Customer has electronic access to the Customer Data maintained stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3 On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance with to the archiving procedure described extent set out in its Back-Up Policy. the applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 9.5 The Supplier shall, in providing the Services, comply with its Privacy Policy available on the smartCLOUD Website or such other website address as may be notified to the Customer from time to time and Security Policy as such document policy may be amended from time to time by the Supplier in its sole discretion.
5.4 9.6 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 9.6.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 9.6.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 9.6.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party 9.6.5 the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 5.1 The Parties acknowledge the Customer shall own all rights, title and interest in and to all is the owner of the Customer Data and the data controller of the Customer Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier AH shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address back- up policy as may be notified to the Customer from time to time, as such document may be amended by the Supplier AH in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier AH to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier AH in accordance with the archiving procedure described in its Backback-Up Policyup policy. The Supplier AH shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier AH to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shallSubject to the terms and conditions of this Agreement and clause 5.8 below, in providing Customer hereby grants to AH a non-exclusive, limited, royalty-free licence, to use the Services, comply with its Privacy Customer Data as necessary to provide the Software and Security Policy as such document may be amended from time to time by perform the Supplier in its sole discretionServices under this Agreement.
5.4 If To the Supplier processes any personal data on extent applicable to the Customer’s behalf when performing its obligations Services provided by AH to Customer under this agreementAgreement, AH will having regard to the state of technological development and the cost of implementing any measures, implement and maintain commercially reasonable security measures designed to meet the following objectives (collectively, the parties record their intention that "AH Security Program"):
5.4.1 ensure the security and confidentiality of Customer shall be Data in the data controller custody and under the Supplier shall be a data processor and in control of AH;
5.4.2 protect against any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data anticipated threats or hazards to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalfsecurity or integrity of such Customer Data;
(b) the 5.4.3 protect against unauthorised access to or use of such Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationData;
(c) the Supplier shall process the personal data only 5.4.4 encrypt Customer Data as specified in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timeclause 5.5 below; and
(d) each party shall take appropriate technical and organisational measures against unauthorised 5.4.5 save as provided in clause 5.8 below, ensure that AH’s return or unlawful processing disposal of the personal data or its accidental loss, destruction or damagesuch Customer Data is performed in a manner consistent with AH’s obligations under clauses 5.4.1 to 5.4.5 above.
5.5 The Supplier AH will encrypt Customer Data in AH’s possession or under its control when transmitted, using any then current industry standard encryption technology. Where applicable, Customer is solely responsible for safeguarding all encryption keys applicable to Customer Data. Customer may not provide any such keys to AH without AH’s express, prior written consent in each instance.
5.6 AH will notify Customer of unauthorised access to, or use or disclosure of Customer Data within AH’s custody and control within ten (10) Business Days of AH’s confirmation of the same; each party will reasonably cooperate with the other with respect to the investigation and resolution of such unauthorised access, use or disclosure. Upon confirmation of any vulnerability or breach of AH’s security affecting Customer shall comply Data in AH’s custody and control, AH will modify its processes and security program as necessary to mitigate the effects of the vulnerability or breach upon such Customer Data. Customer will notify AH of any security compromise affecting its Authorised Users' authentication credentials used to access the Software and any Customer systems or networks that interoperate with their respective obligations as set out in Schedule 4 or transmit data to AH within two (2) Business Days of this Agreementconfirmation of the same.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.1 6.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier 6.2 iplicit shall follow its archiving procedures for Customer Data as set out in its Back-Up Backup Policy available at (▇▇▇.▇▇▇▇▇▇▇.▇▇▇ ▇/▇▇▇▇▇) or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier iplicit in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier iplicit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier iplicit in accordance with the archiving procedure described in its Back-Up Backup Policy. The Supplier iplicit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier 6.3 iplicit shall, in providing the Services, comply with its Privacy and Security UK GDPR Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier iplicit in its sole discretion.
5.4 6.4 If the Supplier iplicit processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier iplicit shall be a data processor and in any such case:
: Unless agreed otherwise in writing by the Customer, the Customer acknowledges and agrees that the personal data may not be transferred or stored outside the UK (aor Ireland if Customer specifically requests in the Order Form in order to meet EU requirements) in order to carry out the Services and iplicit’s other obligations under this agreement; the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier iplicit so that the Supplier iplicit may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
(b) ; the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier ; iplicit shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and . iplicit may sub-contract and/or outsource any of its processing of personal data under this agreement to any other person or entity (“sub- processor”) provided that it informs the Customer shall comply with their respective obligations as set out immediately upon the Customer’s request for an updated list of sub-processors or, in Schedule 4 any event, if requested in advance of the next Renewal Period following the appointment of one or more additional sub-processors, less those in place at signing of this Agreement. The Customer shall not unreasonably object to any new sub-processor (or any change to any sub-processor). If a sub- processor is appointed, iplicit shall enter into a written sub-processing agreement with such sub- processor and shall ensure that the sub-processor shall accept data protection obligations that are substantially the same as those undertaken by iplicit under this agreement. iplicit shall remain liable to the Customer for any acts and omissions of the sub-processor; iplicit shall give the Customer such assistance as it reasonably requests, and iplicit is reasonably able to provide, aimed at ensuring compliance with the Customer’s own personal data protection obligations under applicable law, including (where applicable) responding to data subject requests, security, personal data breach notifications, impact assessments, supervisory authority consultation obligations. Where requests from Customer to iplicit require significant resource time to meet Customer’s requirements, iplicit will be entitled to charge for the time to meet Customer’s requests; rates to be agreed prior to undertaking the work; iplicit shall ensure that persons authorised to process personal data on behalf of the customer have committed themselves to confidentiality or are under an appropriate obligation of confidentiality relating to the personal data; and iplicit shall, subject to any relevant and applicable confidentiality obligation, and solely at the expense of the Customer, covering any third party costs and resource costs incurred by iplicit to facilitate this request, provide the Customer with access to any Customer personal data and Customer information relating to the performance of the Services and assist with such audits, including inspections, where iplicit is contractually able to facilitate such audits and inspections, reasonably requested by (or on behalf of) the Customer to undertake the verification that iplicit complies with its obligations in relation to Customer personal data. This request may only be made once in any 12 month period.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data (or have an appropriate licence to use such rights where the Customer relates to an End User) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier Causeway shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇://▇▇▇.▇▇▇ ▇▇▇▇▇▇.▇▇▇/ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier ▇▇▇▇▇▇▇▇ in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Causeway to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Causeway in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Causeway shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Causeway to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier Causeway shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Causeway in its sole discretion.
5.4 If the Supplier Causeway processes any personal data on the Customer’s 's (or an End User’s) behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Causeway shall be a data processor and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer Customer’s Group shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier SDS shall follow its archiving procedures for Customer Data as set out in its Backback-Up Policy up policy available at ▇▇▇.▇-▇-▇.▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier SDS in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier SDS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier SDS in accordance with the archiving procedure described in its Backback-Up Policyup policy. The Supplier SDS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier SDS to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier SDS shall, in providing the Services, comply with its Privacy privacy and Security Policy security policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇-▇-▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier SDS in its sole discretion.
5.4 If the Supplier SDS processes any personal data on the Customer’s Group’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier SDS shall be a data processor and in any such case:
(a) 5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and SDS’s other obligations under this Agreement. SDS will choose a UK data centre as its preferred data storage location. Should any transfer be required this will always be done subject to the implementation of the same or better legal protection as the UK;
5.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier SDS so that the Supplier SDS may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's ’s behalf;
(b) 5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: SDS Cloud Licence Agreement
Customer Data. 5.1 9.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The 9.2. In relation to Services which involve the Supplier shall follow its archiving procedures for storing Customer Data as set out and in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data from is secure and backed up and that the latest back-up of such Customer has electronic access to the Customer Data maintained stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3. On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance with to the archiving procedure described extent set out in its Back-Up Policythe applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 9.5. The Supplier shall, in providing the Services, comply with its Privacy Policy available on the InsightCloud Website or such other website address as may be notified to the Customer from time to time and Security Policy as such document policy may be amended from time to time by the Supplier in its sole discretion.
5.4 9.6. If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 9.6.1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 9.6.3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 9.6.4. the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party 9.6.5. the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 5.1 The As between Customer and SKIDATA, all data created or transmitted by Customer and stored on the SKIDATA servers (or those of its subcontractor or other designee) as part of the Hosted Services (the “Customer Data”) shall own at all rightstimes be owned by Customer. SKIDATA will back up or otherwise protect the Customer Data, title transactional history and interest other information that may be included in the SKIDATA or the Hosted Services databases using state-of-the-art technology. Nevertheless, Customer acknowledges and agrees that SKIDATA shall have no responsibility, obligation or liability to do the aforementioned and that SKIDATA makes no warranty or guarantee other than required by law. Any and all of Customer´s use of the Hosted Service, or any use utilizing Customer´s account information, shall be Customer´s re- sponsibility. Without limitation, Customer acknowledges that in no event shall SKIDATA be liable to Customer or any third party for loss, destruction or corruption of Customer Data. Customer agrees and acknowledges that Customer is in a better position to foresee and evalu- ate any potential damage or loss Customer may suffer in connection with the loss of Customer Data and that the fees payable under this Agreement have been calculated on the basis that SKIDATA shall have sole responsibility for exclude liability as provided in this Section. • SKIDATA may transfer, store and process Customer Data in any country in which SKIDATA or its parent company, subsidiaries, other related entities or any of their subcontractors, vendors or other representatives, maintain facilities. In using the legalityServices, reliabilityCustomer consent to this transfer, integrity, accuracy processing and quality storage of the Customer Data.
5.2 The Supplier shall follow its archiving procedures . • Customer is solely responsible for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified responding to any third party requests relating to the Customer as such document may be amended by Data. • Without limiting the Supplier in its sole discretion from time to time the current version disclaimers of which is warranty and limitations of liability set out at Schedule 3 of this Agreement. In the event of any loss or damage to forth below, Customer Data, the Customer's sole acknowledges and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier agrees that SKI- DATA shall not be responsible or liable, in any way, for any lossthe deletion, correction, destruction, alteration damage, loss or disclosure failure to store any Customer Data, unless such deletion, correction, destruction, damage, loss or failure is directly attributable to the gross negligence of SKIDATA with- out any contributory negligence of the part of Customer Data caused by or Customer´s end-users, affiliates, employees, agents, representatives, invitees or licensees. • SKIDATA is not responsible for any third party lost files, information or data, including but not limited to such losses that are a direct result of SKIDATA’s gross negligence. Without limiting any release set forth herein, Customer releases and gives up any and all claims and rights Customer may have against any SKIDATA Parties (except those third parties sub-contracted by the Supplier as defined in Clause 9) based upon such loss or damage. SKIDATA will undertake commercially reasonable efforts to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shallcontain such losses, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure that the if they emerge. • Upon request Customer is entitled to transfer a data-export of end-user, sales and access data in a .csv file format once per year free of charges. Additional requests may be processed only against costs dependent on effort. • As processor of the relevant personal data to the Supplier so that the Supplier may lawfully useAuthorized Distributor, process and transfer if any, SKIDATA is processing the personal data in accordance with this agreement on the Customer's behalf;
(b) of the Customer shall ensure that (respectively personal end-user data). With the relevant third parties have been informed ofData Processing Agreement (DPA), an agreement signed by Customer and have given their consent toAuthorized Distributor, such useif any, processingor SKI- DATA, SKIDATA and transfer as required by all applicable the Authorized Distributor commit to comply with data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time obligations. • SKIDATA undertakes to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 security standards according to ISO/IEC 27001. • Customer acknowledges that SKIDATA may be required to disclose Customer`s Data by law or at the request of this Agreementa governmental, ad- ministrative, legislative, arbitrational or judicial body and agrees to such disclosure.
Appears in 1 contract
Sources: Hosted Services Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer on request in writing as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-back- up).
5.3 4.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 4.4 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Saas Subscription Agreement
Customer Data. 5.1 The Customer Customer’s Group shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier SDS shall follow its archiving procedures for not archive Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may without prior written notification. Customer Data will be notified to backed up every night and the Customer as such document may be amended by will have the Supplier in its sole discretion from time right to time the current version of which is set out at Schedule 3 of this Agreementget data restored upon request. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier SDS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicySDS. The Supplier SDS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier SDS to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier SDS shall, in providing the Services, comply with its Privacy privacy and Security Policy security policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇-▇-▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier SDS in its sole discretion.
5.4 If the Supplier SDS processes any personal data on the Customer’s Group’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier SDS shall be a data processor and in any such case:
5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and SDS’s other obligations under this Agreement, where this is the case SDS will only use service providers which adhere to Standard Contract Clauses (aSCCs, also referred to as Model Contract Clauses) to ensure any such data transfers are provided with at least the same level of statutory protection as GDPR;
5.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier SDS so that the Supplier SDS may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's ’s behalf;
(b) 5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) 5.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and Customer agrees that Customer Data may be processed by SDS as SDS deems necessary for its Business Interests. To the extent that any of the Customer shall comply with their respective obligations Data comprise any personal data as set defined under any applicable data protection legislation, SDS confirms that, prior to carrying out in Schedule 4 any necessary processing for its Business Interest, the relevant Customer Data will be anonymised to the extent that no natural person is identifiable or will become identifiable by the use of this Agreementadditional information.
Appears in 1 contract
Sources: Saas Cloud License Agreement
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementService Definition. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policythe Service Definition. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services specifically related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy at Schedule 5 relating to the privacy and security of the Customer Data, as such document may be amended from time to time by the Supplier in its sole discretionagreement with the accreditor of the RMADS referred to in Schedule 5.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) personal data may only be stored in the UK without prejudice to the ability of the Authorised Users to access such data from anywhere in the world;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicySupplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and Security Policy security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Customer acknowledges that the Supplier and its Licensors collect and use anonymised aggregate data relating to its customers’ use of the Customer shall comply with their respective obligations as set out in Schedule 4 of this AgreementServices.
Appears in 1 contract
Sources: Licensing Agreement
Customer Data. 5.1 3.1 The Customer Supplier shall own all rights, title and interest in and to all of promptly notify the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality in writing of any actual or suspected loss or damage to the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up backup of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyData. The Supplier shall not be responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, 3.2 Each party undertakes that it shall comply with its Privacy the DPA and Security Policy as such document all applicable changes in law, including any subsequent legislation that may be amended from time to time by amend and/or supersede the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf DPA, when performing its obligations under this agreement, the . The parties record their intention acknowledge that the European General Data Protection Regulation (GDPR) shall apply during the term of this agreement. The parties agree that they shall enter into such variation of this agreement and execute such additional documentation and make any required changes to the Services as is reasonably required to reflect their obligations under the GDPR and in order for the Supplier to provide the Services in a manner that would allow the Customer to be compliant with the GDPR, based on the Customer’s obligations as a Data Controller and the Supplier’s obligations as a Data Processor or each party’s obligations as a Data Controller, as applicable.
3.3 The Customer shall be the data controller Data Controller, and the parties acknowledge that the Supplier shall will be a acting as Data Processor in respect of all data processor and processing activities in any such caserelation to Customer Personal Data that the Supplier carries out under this agreement.
3.4 The Supplier undertakes to the Customer that:
(a) it shall process the Customer shall ensure that the Personal Data, including updating, correcting and deleting such Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully usePersonal Data, process and transfer the personal data only in accordance with this agreement on and the Customer's behalfwritten instructions of the Customer and to the extent, and in such a manner, as is reasonably necessary to supply the Services in accordance with this agreement or as is required by any applicable law;
(b) in respect of Customer Personal Data which is in the possession or under the control of the Supplier, it shall implement appropriate technical and organisational measures to protect this Customer shall ensure that the relevant third parties have been informed ofPersonal Data against unauthorised or unlawful processing and accidental loss, and have given their consent todestruction, such usedamage, processing, and transfer as required by all applicable data protection legislationalteration or disclosure;
(c) it shall not (and shall ensure that its Representatives do not) publish, disclose or divulge any Customer Personal Data to any third party, nor allow any third party to process Customer Personal Data on the Supplier's behalf, without the prior written consent of the Customer;
(d) it shall not transfer Customer Personal Data outside the European Economic Area without the prior written consent of the Customer;
(e) it shall take reasonable steps to ensure the reliability of any employee, agent or sub-contractor who has access to Customer Data, and ensure all employees, agents and sub-contractors undergo training on data protection and information security;
(f) it shall use reasonable endeavours to assist the Customer at the Customer's cost with any subject access request that the Customer receives relating to Customer Personal Data processed by the Supplier shall process the personal data only in accordance with the terms of under this agreement and any lawful instructions reasonably given by the Customer from time to timeagreement; and
(dg) each party it shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and use reasonable endeavours to assist the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreementresponding to regulatory requirements.
Appears in 1 contract
Sources: Cwcare Services Agreement
Customer Data. 5.1 6.1 The Customer shall own all rights, title and interest in and to all of the Customer Profile Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Profile Data.
5.2 6.2 The Supplier Service Provider shall follow its archiving procedures for Customer Data (Customer Profile Data and Customer Submitted Data) performing daily-automated back-ups of the entire member data as set out described in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementbelow. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Service Provider to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyService Provider. The Supplier Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Service Provider to perform services related to Customer Data maintenance and back-up).
5.3 6.3 The Supplier Service Provider shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data as such document may be amended from time to time required by the Supplier in its sole discretion.all applicable General Data Protection Regulation (Regulation EU 2016/679 “GDPR”);
5.4 6.4 If the Supplier Service Provider processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Service Provider shall be a data processor (as agreed and defined in the Data Protection Agreement signed between the two parties and included as Annex 1 to this main contract) and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Service Provider so that the Supplier Service Provider may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier Service Provider agrees that the personal data may not be transferred or stored outside the client’s chosen data storage region in order to carry out the Services and the Service Provider’s other obligations under this agreement;
(d) the Service Provider shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 (f) Regardless of the agreement documents’ application hierarchy, Appendix 1 (Data Protection Agreement annex) will always be primarily applied in matters concerning data protection.
6.5 The Supplier Service Provider undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.
6.6 The undertaking at clause 6.5 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Service Provider's instructions, or modification or alteration of the Services by any party other than the Service Provider or the Service Provider's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Service Provider will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.5. Notwithstanding the foregoing, the Service Provider:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error- free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.7 This agreement shall comply not prevent the Service Provider from entering into similar agreements with their respective third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.8 The Service Provider warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations as set out in Schedule 4 of under this Agreementagreement.
Appears in 1 contract
Sources: Services Agreement
Customer Data. 5.1 4.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Masabi shall not use or copy the Customer Data other than for the purposes of providing the Services under this Agreement. The Customer acknowledges and agrees that ▇▇▇▇▇▇ shall be entitled to generate analyses and meta-data from the use of the Services for the purposes of monitoring and improving the Services, developing new services and for ▇▇▇▇▇▇’s other business purposes (the “Masabi Data”). Masabi shall own all of the Intellectual Property Rights in the Masabi Data (which shall be considered the Confidential Information of Masabi) and shall be entitled to freely use and exploit it, provided that Masabi shall ensure that such data cannot be used to identify any individual and is only published in aggregated format in a manner that does not enable the Customer or its Authorized Users to be identified.
5.2 The Supplier 4.2 Masabi shall follow its archiving procedures for Customer Data as set out in its Backstandard data back-Up Policy up policies available at ▇▇▇▇▇▇▇▇.▇▇▇ on its customer web portal or other such other website address location as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Masabi to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier ▇▇▇▇▇▇ in accordance with the archiving procedure described in its Backprocedure. ▇▇▇▇▇▇ SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION OR DISCLOSURE OF CUSTOMER DATA CAUSED BY ANY THIRD PARTY (EXCEPT THOSE THIRD PARTIES SUB- CONTRACTED BY ▇▇▇▇▇▇ TO PERFORM SERVICES RELATED TO CUSTOMER DATA MAINTENANCE AND BACK-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)UP.
5.3 The Supplier 4.3 Masabi shall, in providing the Services, comply with its Privacy policies relating to the privacy and Security Policy security of the Customer Data available on its customer web portal or other such location as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier ▇▇▇▇▇▇ in its sole discretion.
5.4 4.4 If the Supplier Masabi processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier Masabi shall be a data processor and in any such case:
(a) The Customer acknowledges and agrees that the personal data may be transferred or stored outside of the country where the Customer and the Authorized Users are located in order to carry out the Services and ▇▇▇▇▇▇'s other obligations under this Agreement, subject to each Authorized User’s agreement of the in-application terms and conditions which make clear the location in which the personal data shall be transferred to and stored;
(b) The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier ▇▇▇▇▇▇ so that the Supplier ▇▇▇▇▇▇ may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(bc) the The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier ▇▇▇▇▇▇ shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each Each party shall take appropriate technical and organisational measures against unauthorised unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.1 5.1. The Customer shall own all rightsright, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all such Customer Data.
5.2 5.2. The Supplier shall follow its archiving procedures for maintenance of metadata related to Customer Data as set out in its Back-Up Metadata Maintenance Policy available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇ /metadata-maintenance-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to provide the Customer with available Customer comprehensible metadata to restore the lost or damaged Customer Data from the latest back-up version of such metadata related to Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Metadata Maintenance Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-upup for which it shall remain fully liable under clause 5.9).
5.3 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇/privacy-security-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5. The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that Customer is the Customer shall be the data controller and the Supplier shall be a data is the processor and in any such case:for the purposes of the Data Protection Legislation.
(ab) Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer shall and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer is entitled to transfer the relevant personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7. Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
i. the Customer shall ensure or the Supplier has provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
iv. the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required Supplier complies with reasonable instructions notified to it in advance by all applicable data protection legislationthe Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data it can reasonably identify and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with (and for these purposes the terms of this agreement and any lawful instructions reasonably given by the Customer from time term "delete" shall mean to timeput such data beyond use); and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8. Each party shall take ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its 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 damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 5.9. The Customer consents to the Supplier appointing or otherwise hosting its Software with (i) Amazon Web Services EMEA SARL or any other member of the Amazon Web Services Group; and (ii) any other third party processor the Supplier considers appropriate to the provision of the Services; as a third-party processor of personal data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business including terms related to the requirements of the Data Protection Legislation. As between the Customer and the Customer Supplier, the Supplier shall comply with their respective obligations as set out in Schedule 4 use commercially reasonable efforts to enforce the terms of this Agreementany third-party processor.
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 5.1 The Customer shall own all rights, title is responsible for the reliability and interest in and to all accuracy of the any Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Datawhich it provides to Moixa.
5.2 The Supplier Moixa shall follow its archiving procedures for Customer Data as set out in its Backback-Up Policy up policy available at ▇▇▇.▇▇▇▇▇.▇▇▇ (“Back-Up Policy”) or such other website address as may be notified to the Customer as such document from time to time. The Back-Up Policy may be amended by the Supplier Moixa in its sole discretion from time to time the current version of which is set out at Schedule 3 provided that, if significant changes are made to terms forming part of this Agreement. Agreement and the Customer does not agree the changes, the Customer will be entitled to terminate this Agreement by giving notice by email to ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.
5.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Moixa shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Moixa in accordance with the archiving procedure described in its Back-Up Policy. The Supplier Moixa shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party except (except those i) the Hosting Services Provider and (ii) where any third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party acted on Moixa’s instructions.
5.3 The Supplier 5.4 Moixa shall, in providing the ServicesMoixa Dashboard, comply with its privacy policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇.▇▇▇ (“Privacy and Security Policy”) or such other website address as may be notified to the Customer from time to time. The Privacy Policy as such document may be amended from time to time by the Supplier Moixa in its sole discretiondiscretion provided that, if significant changes are made to terms forming part of this Agreement and the Customer does not agree the changes, the Customer will be entitled to terminate this Agreement by giving notice by email to ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.
5.4 5.5 Moixa shall use the Customer Data:
(a) to provide the Moixa Dashboard to the Customer, including Moixa’s use of the Hosting Service Provider for storage of Customer Data in accordance with the Hosting Service Provider Customer Agreement;
(b) to perform analysis on the Customer Data in accordance with the Privacy Policy to improve Moixa’s products and services;
(c) to aggregate information and statistics for the purposes of monitoring performance of the Moixa Dashboard in order to help Moixa to develop the Moixa Dashboard; and
(d) where the owner of the Smart Battery has granted you the rights to use the battery, giving such owner access to the data for the purposes of calculating and verifying the generation of electricity and battery usage.
5.6 If the Supplier Moixa processes any personal data on the Customer’s 's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer shall ensure acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is entitled located in order to transfer provide the relevant personal data to the Supplier so that the Supplier may lawfully use, process Moixa Dashboard and transfer the personal data in accordance with perform Moixa's other obligations under this agreement on the Customer's behalfagreement;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier Moixa shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timePrivacy Policy; and
(dc) each party Moixa shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: End User Agreement
Customer Data. 5.1 4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all Customer Data.
5.2 4.2 The Supplier Customer acknowledges and agrees that the Customer Data shall follow its be transferred to and stored by the PaaS Supplier.
4.3 The archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may shall be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementSupplier. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to require the PaaS Supplier to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the PaaS Supplier in accordance with the PaaS Supplier’s then current archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 4.4 The Supplier shall, in providing the Services, comply with its Privacy privacy and Security Policy IT and communications system policies relating to the privacy and security of the Customer Data as such document policies may be amended from time to time by the Supplier in its sole discretion.
5.4 4.5 If the Supplier and/or the PaaS Supplier processes any personal data on the Customer’s 's behalf when performing its the Supplier’s obligations under this agreementagreement (including the processing set out in Schedule 6), the parties record their intention that the Customer shall be the data controller and the Supplier and/or PaaS Supplier as appropriate shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the United Kingdom or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier and/or PaaS Supplier as appropriate for the duration and purposes of this agreement so that the Supplier and/or PaaS Supplier as appropriate may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;; and
(bc) the Customer shall ensure that the all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation.
4.6 The Supplier shall, in relation to any personal data processed by it on the Customer’s behalf when performing its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection legislationto any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Supplier shall process Customer, at the Customer'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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer take all reasonable steps to delete or return personal data to the Customer on termination of the agreement unless required by Applicable Law to store the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timedata; and
(df) each maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if an instruction infringes the Data Protection Legislation.
4.7 Each party shall take ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or its 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 damagedamage 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, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that 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 organisational measures adopted by it).
5.5 4.8 The Customer consents to the Supplier appointing the PaaS Supplier as a third-party processor of personal data under this agreement. The Supplier and confirms that it has entered into a written agreement on that third party's standard terms of business which reflect the Customer requirements of the Data Protection Legislation.
4.9 Either party may, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
4.10 Both parties will comply with their respective all applicable requirements of the Data Protection Legislation and acknowledge that this obligation is in addition to, and does not relieve, remove or replace, a party's obligations as set out in Schedule 4 of this Agreementor rights under the Data Protection Legislation.
Appears in 1 contract
Customer Data. 5.1 4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at grants to ▇▇▇▇▇▇▇▇! a royalty-free, non-exclusive, non-transferable licence to process Customer Data in accordance with the terms of this Agreement for the purpose of fulfilling its obligations under this Agreement.
4.3 ▇▇▇ or such other website address as may be notified to the ▇▇▇▇▇! shall follow its standard archiving procedures for Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier ▇▇▇▇▇▇▇! to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier ▇▇▇▇▇▇▇! in accordance with the its standard archiving procedure described in its Back-Up Policyprocedures. The Supplier ▇▇▇▇▇▇▇! shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier party.
4.4 The Customer is able to perform services related to download or export its Customer Data maintenance and back-up)at any time. Instructions on how to do so are available on the Platform.
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 4.5 If the Supplier ▇▇▇▇▇▇▇! processes any personal data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier ▇▇▇▇▇▇▇! shall be a data processor and in any such case:
: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier ▇▇▇▇▇▇▇! so that the Supplier ▇▇▇▇▇▇▇! may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's ’s behalf;
; (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier ▇▇▇▇▇▇▇! shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
and (dc) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier ; and (d) any user shall ensure that when setting up workflows or making any other use of the Customer shall Services that they possess the relevant consent or lawful permission to use, process and share End User Data and that they comply with their respective obligations as set out all relevant data protection laws in Schedule 4 of this Agreementall relevant jurisdiction(s) in relation to the data processed through the ▇▇▇▇▇▇▇! Platform.
Appears in 1 contract
Sources: Terms of Service
Customer Data. 5.1 9.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 9.2 The Supplier shall follow its archiving the procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or applicable Service Option, and such other website address as may be notified to the Customer as such document procedure may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest last available back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyData. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 9.3 The Supplier shall, in providing the Services, comply with its Privacy Policy available on the InsightCloud Website or such other website address as may be notified to the Customer from time to time and Security Policy as such document policy may be amended from time to time by the Supplier in its sole discretion.
5.4 9.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 9.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) 9.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 9.4.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(d) each party 9.4.5 the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and 9.5 On termination of this Agreement, any Service Option or User Subscription (as the care may be) the Customer shall comply with their respective obligations as set out in Schedule 4 have 30 days to request a copy of this Agreementthe last back-up of the Customer Data. Thereafter, the Supplier shall be entitled to destroy the Customer Data at its discretion.
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier Customer will not have any access to any Customer Data during a suspension or following termination of this agreement.
5.3 CHL shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document procedure may be amended by the Supplier CHL in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementtime. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier CHL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyCHL. The Supplier CHL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3 The Supplier 5.4 CHL shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier CHL in its sole discretion.
5.4 5.5 If the Supplier CHL processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier CHL shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and CHL’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier CHL so that the Supplier CHL may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier CHL shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Cloud Terms of Service
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legalitylegality , reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Backthe Service Level Agreement or the Supplier’s Hosting Policy (as applicable). The Supplier may, without obligation to the Customer, make such additional backup or archiving arrangements as it sees fit.
5.3 In the event of any loss or damage to Customer Data during the Licence Term, the Supplier shall be under no obligation to retrieve the Customer’s Data from any back- up taken by or on behalf of the Supplier.
5.4 The Supplier shall not be required to maintain, back-Up up, protect or retrieve any Customer Data after the expiry of the Licence Term.
5.5 If the Customer utilises the customer service icon provided within the Software, the Customer acknowledges that any Customer Data uploaded via such service will be subject to the relevant third-party supplier’s security policy. The Supplier currently utilises a Fresh Desk application. For a copy of the Fresh Desk Security Policy available at see ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the ▇/security. The Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of accepts no liability for any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from transferred through the latest back-up of such Customer Data maintained by customer service icon provided within the Supplier in accordance with the archiving procedure described in its Back-Up Policy. Software.
5.6 The Supplier shall not be responsible for any loss, loss suffered by the Customer as a result of or arising from the destruction, alteration alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except those third parties sub-contracted by and to the extent that the Supplier is entitled to perform services related recover and has so recovered an amount (net of the costs of recovery) equal to Customer Data maintenance and back-up)such loss from the relevant third party.
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.7 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementthese Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer undertakes to comply with all the requirements of the Data Protection ▇▇▇ ▇▇▇▇ in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these Terms and Conditions of Use on the Customer's behalf;
(bc) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, processing and transfer as required by all applicable data protection legislation;
(ce) the Supplier shall process the personal data only in accordance with the terms these Terms and Conditions of this agreement Use and any lawful instructions reasonably given by the Customer from time to time; and;
(df) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
5.5 The Supplier and (g) the Customer shall comply make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.8 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with their respective the Supplier 's processing of personal data on the Customer's behalf when performing its obligations as set out in Schedule 4 under these Terms and Conditions of this AgreementUse, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 5.1 6.1 The Customer shall own all rights, title and interest in and to all of the Customer Profile Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Profile Data.
5.2 6.2 The Supplier Service Provider shall follow its archiving procedures for Customer Data (Customer Profile Data and Customer Submitted Data) performing daily-automated back-ups of the entire member data as set out described in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreementbelow. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Service Provider to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up PolicyService Provider. The Supplier Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier Service Provider to perform services related to Customer Data maintenance and back-up).
5.3 6.3 The Supplier Service Provider shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data as such document may be amended from time to time required by the Supplier in its sole discretion.all applicable General Data Protection Regulation (Regulation EU 2016/679 “GDPR”);
5.4 6.4 If the Supplier Service Provider processes any personal data on the Customer’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier Service Provider shall be a data processor (as agreed and defined in the Data Protection Agreement signed between the two parties and included as Annex 1 to this main contract) and in any such case:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Service Provider so that the Supplier Service Provider may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) the Supplier Service Provider agrees that the personal data may not be transferred or stored outside the client’s chosen data storage region in order to carry out the Services and the Service Provider’s other obligations under this Agreement;
(d) the Service Provider shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 (f) Regardless of the Agreement documents’ application hierarchy, Appendix 1 (Data Protection Agreement annex) will always be primarily applied in matters concerning data protection.
6.5 The Supplier Service Provider undertakes that the Services will be performed both by it and its duly authorised contractors, assigns or agents in accordance with the Customer shall comply Documentation and with their respective obligations as set out in Schedule 4 of this Agreementreasonable skill and care.
Appears in 1 contract
Sources: Services Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legalitylegality , reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Backthe Service Level Agreement or the Supplier’s Hosting Policy (as applicable). The Supplier may, without obligation to the Customer, make such additional backup or archiving arrangements as it sees fit.
5.3 In the event of any loss or damage to Customer Data during the Licence Term, the Supplier shall be under no obligation to retrieve the Customer’s Data from any back-Up up taken by or on behalf of the Supplier.
5.4 The Supplier shall not be required to maintain, back-up, protect or retrieve any Customer Data after the expiry of the Licence Term.
5.5 If the Customer utilises the customer service icon provided within the Software, the Customer acknowledges that any Customer Data uploaded via such service will be subject to the relevant third-party supplier’s security policy. The Supplier currently utilises a Fresh Desk application. For a copy of the Fresh Desk Security Policy available at see ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the ▇/security. The Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this Agreement. In the event of accepts no liability for any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from transferred through the latest back-up of such Customer Data maintained by customer service icon provided within the Supplier in accordance with the archiving procedure described in its Back-Up Policy. Software.
5.6 The Supplier shall not be responsible for any loss, loss suffered by the Customer as a result of or arising from the destruction, alteration alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except those third parties sub-contracted by and to the extent that the Supplier is entitled to perform services related recover and has so recovered an amount (net of the costs of recovery) equal to Customer Data maintenance and back-up)such loss from the relevant third party.
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 5.7 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementthese Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer undertakes to comply with all the requirements of the Data Protection ▇▇▇ ▇▇▇▇ in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these Terms and Conditions of Use on the Customer's behalf;
(bc) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, processing and transfer as required by all applicable data protection legislation;
(ce) the Supplier shall process the personal data only in accordance with the terms these Terms and Conditions of this agreement Use and any lawful instructions reasonably given by the Customer from time to time; and;
(df) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.; and
5.5 The Supplier and (g) the Customer shall comply make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.8 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with their respective the Supplier 's processing of personal data on the Customer's behalf when performing its obligations as set out in Schedule 4 under these Terms and Conditions of this AgreementUse, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Appears in 1 contract
Sources: Software License Agreement
Customer Data. 5.1 7.1 The Customer shall own all rightsright, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 7.2 For Service hosted on Supplier infrastructure or by Supplier Hosting Provider:
7.2.1 The Supplier shall follow its archiving procedures for will ensure that there are regular back ups of Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer DataData caused by the Supplier, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-back- up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. Supplier.
7.2.2 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The 7.2.3 If recovery of Customer Data is required as a result of an issue resulting from the Customer, the Supplier shall, in providing will use all reasonable endeavours to restore the Services, comply with its Privacy and Security Policy as lost or damaged Customer Data from the latest back-up of such document may be amended from time to time Customer Data maintained by the Supplier in its sole discretionprovided that the Customer pays the Supplier’s reasonable additional Fees for such recovery; and for the avoidance of doubt Customer acknowledges and agrees that where the Service is hosted by Customer or Customer’s third party provider then Customer shall be responsible for ensuring that all Customer Data is appropriately backed up and the Supplier shall not be responsible for any losses arising from a failure to take appropriate back-ups or recover any Customer Data howsoever arising.
5.4 7.3 If the Supplier processes any personal data on the Customer’s 's behalf when performing its obligations under this agreementContract, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) 7.3.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Contract;
7.3.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Contract on the Customer's behalf;
(b) 7.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) 7.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Contract and any lawful instructions reasonably given by the Customer from time to time; and
(d) 7.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract
Sources: Services Agreement
Customer Data. 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer as such document may be amended by the Supplier in its sole discretion from time to time the current version of which is set out at Schedule 3 of this AgreementData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at the website assigned to the Customer by the Supplier, or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the state where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(bc) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(cd) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(de) each party shall take appropriate technical and organisational organizational measures against unauthorised unAuthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 1 contract