Data Protection Warranties. 3.1 Each party warrants to the other that it will Process the Personal Data in compliance with all applicable Data Protection Legislation.
3.2 Each party warrants that:
(a) having regard to the reasonably available state of the art of technological development, the nature of the Processing in question, the cost of implementation, and the material risk to the rights of affected Data Subjects, it will take appropriate technical and organisational measures to secure relevant Personal Data against the unauthorised or unlawful Processing and against accidental loss or destruction;
(b) it will assist the other party promptly, and, insofar as reasonably possible, in responding to any requests made by any relevant Data Subject which concern the exercise of that Data Subject’s rights under the GDPR, subject to the other party reimbursing it for the cost of the same;
(c) it will promptly notify the other party, insofar as reasonably possible, of any relevant requests for the disclosure of Personal Data which may be made to it and which it considers that it is legally obliged to respond to;
(d) it will promptly report to the other party any actual or suspected data breach concerning Personal Data that relates to this agreement which comes to its attention and shall in relation to such breaches:
(i) do all such things as reasonably necessary to assist the other party in mitigating the effects of the data breach;
(ii) implement any measures necessary to restore the security of any compromised Personal Data;
(iii) work with the other party to make any required notifications to the Information Commissioner’s Office and affected Data Subjects in accordance with the Data Protection Legislation (including the timeframes set out therein); and
(iv) not do anything which may damage the reputation of the other party or that party’s relationship with the relevant Data Subjects, save as required by law;
(e) it will, on request, take reasonable steps to demonstrate to the other party, to the extent that is reasonable given the nature of the Processing in question, that it complies with Data Protection Legislation; and
(f) it shall hold all Personal Data in confidence, subject to security measures no less rigorous than those which it uses to safeguard its own confidential information
Data Protection Warranties. (a) Each party warrants to the other that it will process the other’s Personal Data in compliance with all applicable Data Protection Legislation.
(b) Where a party to this Agreement becomes a Data Processor pursuant to it, it warrants that:
(i) having regard to the state of the art of technological development, the nature of the processing in question, and the material risk to the rights of affected Data Subjects, the Data Processor shall take appropriate technical and organisational measures to secure relevant Personal Data against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data;
(ii) it will not transfer any Personal Data outside of the EEA without the prior authorisation of the Data Controller;
(iii) it will assist the Data Controller, insofar as possible, in responding to any requests made by any relevant Data Subject which concern the exercise of that Data Subjects rights under the UK GDPR;
(iv) it shall report to the Data Controller any suspected data breach concerning the Personal Data and shall assist the Data Controller to inform the relevant regulator and affected Data Subjects; and
(v) it shall demonstrate to the Data Controller, to the extent that is reasonable given the nature of the processing in question, that it complies with Data Protection Legislation.
Data Protection Warranties. (a) Each of the Acquired Companies complies, and, since January 1, 2015, has complied, in all material respects with all applicable Laws that govern the collection, use, processing, disclosure and protection of PII (“Data Protection Laws”). Each of the Acquired Companies has in place and operates, and, since January 1, 2015, has had in place and operated, a system of internal controls that are reasonably designed to ensure compliance in all material respects by the Acquired Companies with the applicable Data Protection Laws.
(b) Since January 1, 2015, to the knowledge of the Company, no Acquired Company has suffered any personal data breach that would require under Data Protection Laws such Acquired Company to notify individuals whose information was compromised in such breach, except for personal data breaches that have not resulted or would not reasonably be expected to result in material Liability to the Acquired Companies.
(c) Since January 1, 2015, no Acquired Company has received any written notices or, to the knowledge of the Company, any other communications from any Governmental Entity (i) alleging material non-compliance with any Data Protection Laws or (ii) notifying such Acquired Company of any material regulatory investigation by a Governmental Entity regarding the Acquired Companies’ use of PII or non-compliance with Data Protection Laws.
Data Protection Warranties a. Each Party warrants to the other that it will process the other’s Personal Data in compliance with all applicable Data Protection Legislation.
b. To the extent that either party to this Agreement processes Personal Data on behalf of the other, it warrants that:
i. as Data Processor it will take appropriate technical and organisational measures to secure relevant Personal Data against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data;
ii. it will not transfer any Personal Data outside of the European Economic Area without the prior authorisation of the Data Controller;
iii. it will assist the controller in responding to any requests made by any relevant Data Subject which concern the exercise of that Data Subjects rights under the GDPR;
iv. it shall promptly report to the Data Controller any suspected data breach concerning the Personal Data and shall assist the Data Controller to inform the relevant regulator and affected Data Subjects;
v. it shall demonstrate to the Data Controller that it complies with Data Protection Legislation, including through assistance at compliance audits;
vi. it shall hold all Personal Data in confidence, subject to security measures no less rigorous than those which it uses to safeguard its own confidential information; and
vii. at termination of the Agreement and on request by the other, it shall delete or return to the other all Personal Data (save to the extent it is required to keep it under any laws applicable in England).
Data Protection Warranties. 7.1 The Parties specifically record that all Data provided by the Data Exporter to the Data Importer in terms of this Data Transfer Agreement, or to which the Data Importer may be exposed in terms of the Agreement or this Data Transfer Agreement, shall constitute Confidential Information and as such, the Data Importer shall comply with all the provisions of clause 9 with regard to such Data.
7.2 The Data Importer hereby warrants in favour of the Data Exporter that it shall at all times strictly comply with all applicable legislation and with all the provisions and requirements of the Data Exporter’s Data protection policies and procedures, as may be updated from time to time, and any further requirements of which the Data Exporter may, from time to time, advise the Data Importer in writing, or which may be required by legislation, regulation or any relevant industry body, whether within the Republic of South Africa or elsewhere in the world.
7.3 The Data Importer hereby warrants and undertakes that it shall not, at any time copy, compile, collect, collate, process, mine, store, transfer, alter, delete, interfere with or in any other manner use Data for any purpose other than the Permitted Purpose, save with the express prior written consent of the Data Exporter. All Data and software, including the Data Exporter’s Data, provided by the Data Exporter or accessed (or accessible) by Data Importer and the Data Importer’s Staff members shall be used by such Staff members only in connection with the Permitted Purpose and shall not be commercially exploited by the Data Importer in any manner whatsoever.
7.4 The Data Importer further warrants that it shall ensure that all its systems and operations which it uses to Process the Data, including all systems on which Data is copied, compiled, collected, collated, mined, stored, transmitted, altered or deleted or otherwise used as part of the Permitted Purpose, shall at all times be of a minimum standard required by law and further be of a standard no less than the standards which are in compliance with international best practice for the protection, control and use of Data.
Data Protection Warranties. (a) The Company complies and, since January 1, 2014, has complied, in all material respects, with all Laws binding on the Company that govern the collection, use, processing, disclosure and protection of personally identifiable information (“Data Protection Laws”). The Company has established and maintains a system of internal controls that are reasonably designed to ensure compliance in all material respects by the Company with all applicable Data Protection Laws.
(b) Since January 1, 2014, to the knowledge of Seller, neither the Company nor the Business has suffered any personal data breach as to which Data Protection Laws would require the Company or Seller to notify individuals whose information was compromised in such breach, except for personal data breaches that have not had a material impact on the Business.
(c) Since January 1, 2014, the Company has not received any written notices or, to the knowledge of Seller, any other communications from any Governmental Entity (i) alleging material non-compliance with any Data Protection Laws or (ii) notifying the Company or Seller of any material regulatory investigation by a Governmental Entity regarding non-compliance by the Business with Data Protection Laws.
Data Protection Warranties. You warrant that any instruction given to us regarding your Data or Templates will not breech any Data Protection Law’s relevant to you or your Data.
Data Protection Warranties. (a) Each of the Acquired Companies complies in all material respects with all Laws that govern the collection, use, processing, disclosure and protection of personally identifiable information (“PII”) (“Data Protection Laws”). Each of the Acquired Companies has in place and operates reasonable procedures relating to compliance with those Data Protection Laws.
(b) Each of the Acquired Companies has in place arrangements for the outsourcing to any third party of any processing of PII that comply in all material respects with Data Protection Laws, and each of the Acquired Companies has in place arrangements for the international transfer of any PII that comply in all material respects with Data Protection Laws.
(c) Since January 1, 2013, to the Knowledge of the Company, none of the Acquired Companies has suffered any personal data breach that would require under Data Protection Laws an Acquired Company to notify individuals whose information was compromised in that breach, except for personal data breaches that have not had a material impact on the business of the Acquired Companies.
(d) Since January 1, 2013, none of the Acquired Companies has received any written notices or, to Company’s Knowledge, any other communications from any Governmental Entity: (i) alleging material non-compliance with any Data Protection Laws; or (ii) notifying an Acquired Company of any material regulatory investigation by a Governmental Entity regarding an Acquired Company’s use of PII or non-compliance with Data Protection Laws, and to the Knowledge of the Company, there are no circumstances as of the date hereof likely to give rise to any such notices or communications.
