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.
