Customer Data 6.1 The Customer shall own all right, 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.
6.2 Where the Customer stores the Customer Data on its own systems, the Customer shall follow its 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 (details of which are available on request from Protean) or such other website address as may be notified to the Customer from time to time, as such procedures may be amended by Protean in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for 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 Protean in accordance with the back-up procedure described above. 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 Protean to perform services related to Customer Data maintenance and back-up).
6.4 Protean shall, in supplying the 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 Protean in its sole discretion.
6.5 If 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 Protean shall be a data processor and in any such case:
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 Xxxxxxx’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 Protean so that Protean may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
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;
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
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.
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 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 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 of confidentiality under clause 11.
Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer.
User Data We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Client Data The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request.
