These terms and conditions apply to the provision of white label services and should be read in conjunction with the Order.
“Account Information” means information about you that you provide to us in connection with the creation or administration of your HeySummit account. For example, Account Information includes names, email addresses, contact phone number and billing information associated with your account.
“Agreement” means these terms and conditions together with the Order.
“Authorised Users” means those employees, agents and independent contractors of the Operator and its Customers who are authorised by the Operator or its Customers to use the Service Offerings. “Content” means software (including machine images), data, text, audio, video, MP4’s, webinars or images.
“Customer” means any customer of the Operator who accesses or uses the Service Offerings under this Agreement.
“Data Protection Legislation” means all applicable laws in relation to (a) data protection; (b) privacy; (c) interception and monitoring of communications; (d) restrictions on or requirements relating to the Processing of Personal Data of any kind, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, and all other laws addressing identity theft or security breach; "Data Controller", "Data Processor", “Data Protection Commissioner”, "Data Subject" "Personal Data” and “Processing” shall each have the meaning set out in the UK Data Protection Acts.
“Documentation” means the document made available to the Customer by the Supplier online via https://heysummit.com/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
“Effective Date” means the date of the Order, unless agreed otherwise in writing by the Parties.
“End User Terms” means the HeySummit White Label End User Terms contained at Schedule 1.
“Operator” means you, the white label operator of the Service and the customer of the Supplier.
“Operator Data” means the data inputted by the Operator, Authorised Users, or the Supplier on the Operator's behalf for the purpose of using the Services or facilitating the Operatorr's use of the Services including blog posts of the Operator posted on the Operator’s website.
“Platform” means the digital resource provided by the Supplier to the Operator to allow the Operator’s Customers to run and participate in online summits.
“Service” means provision of the HeySummit Platform.
“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Offerings” means the Service, the Content, the Documentation, the Supplier Site, Site Facilities and any other product or service provided by us under this Agreement.
“Site Facilities” means all facilities we make available in connection with the Service or on the Supplier Site to allow access to and use of the Service, including WSDLs; documentation; sample code; software libraries; command line tools; and other related technology.
“Subscription Fees” means the subscription fees payable by the Operator to the Supplier for the User Subscriptions, as made available at https://heysummit.com/pricing/. “Supplier Site” means https://heysummit.com/ and any successor or related site designated by the Supplier.
“Supplier Marks” means any trademarks, service marks, service or trade names, logos, and other designations of the Supplier and its affiliates that we may make available to you in connection with this Agreement.
“Term” means the term of this Agreement as described in clause 3.
“Third Party Social Sites” means the third party social sites used by the Supplier on behalf of the Operator including but not limited to Facebook, LinkedIn, Google+, Medium and Twitter.
“User Submissions” means Content that you or Customers post or otherwise submit to forums or similar community-focused areas of the Supplier Site or the Service.
“User Subscriptions” means the user subscriptions purchased by the Operator pursuant to clause 4.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
1.2 The headings contained in this Agreement are for convenience of reference only and shall not affect its interpretation.
1.3 References to “person” includes an individual, company, corporation, firm or partnership.
1.4 Words indicating the singular shall include the plural and vice versa. Words indicating a gender shall include each gender.
1.5 The words and phrases “including”, “includes” and “in particular” shall be without limitation to the generality of any preceding words and any preceding words shall not be construed as being limited to a particular class where a wider interpretation of those words and phrases is possible.
1.6 All references in this Agreement to Clauses, Schedules, Sections and Appendices are to the clauses, sections, schedules and appendices to this Agreement unless otherwise stated. All references to Paragraphs are to the numbered paragraphs in the respective Schedules and Appendices unless otherwise stated.
1.7 References to any statute or statutory provision shall include (i) any subordinate legislation made under it, and (ii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
2.1 This Agreement represents the entire agreement between the Parties for the provision of the Services.
2.2 No variation to the Agreement shall be binding unless agreed in writing to between the Supplier and the Operator.
2.3 The Supplier’s employees, agents or sub-Suppliers are not authorised to make any representations concerning the Managed Services or any other aspect of this Agreement unless such authority is confirmed by the Supplier in advance in writing. In entering into the Agreement the Operator acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
2.5 The Operator must ensure that the End User Terms are incorporated into every Customer contract or agreement for provision of the HeySummit Service Offerings.
4.1. The Operator shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 4 and the information found at https://heysummit.com/pricing/.
4.2. The Operator shall on the Effective Date or such other date as specified on the Order, provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Operator provides:
4.2.1. its credit card details to the Supplier, the Operator hereby authorises the Supplier to bill such credit card:
126.96.36.199. on the Effective Date and then either monthly. 4.2.2. The Operator shall pay the Subscription Fees to the Supplier in advance of the Services being provided.
4.2.3. The Supplier shall not provide the Services until the Subscription Fees have been paid.
4.3. All amounts and fees stated or referred to in these terms:
4.3.1. shall be payable in pounds sterling;
4.3.2. are, subject to clause 13.3.2, non-cancellable and non-refundable;
4.3.3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
4.4. If, at any time whilst using the Services, the Operator exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Operator, and the Operator shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out at https://heysummit.com/pricing/.
4.5. Subject to clause 3.2 and clause 3.3, the Operator may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out at https://heysummit.com/pricing/ and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms.
4.6. If the Operator wishes to purchase additional User Subscriptions, the Operator shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Operator with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 10 days of its approval of the Operator's request.
4.7 If the Supplier approves the Operator's request to purchase additional User Subscriptions, the Operator shall pay to the Supplier the relevant fees for such additional User Subscriptions as set out at https://heysummit.com/pricing/
4.8. The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 4.7, the support fees payable pursuant to clause 7.6 and/or the excess storage fees payable pursuant to clause 4.4 upon 30 days' prior notice to the Operator and https://heysummit.com/pricing/ shall be deemed to have been amended accordingly. In the event that the Subscription Fees cannot be agreed the Operator is entitled to terminate in accordance with clause 16.
5.1 The Operator will:-
5.1.1. provide the Supplier with:
188.8.131.52. all necessary co-operation in relation to these terms;
184.108.40.206. all necessary access to such information as may be required by the Supplier; and
220.127.116.11. access to Third Party Social Sites. in order to provide the Services, including but not limited to Operator Data, security access information and configuration services;
5.1.2. without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;
5.1.3. carry out all other Operator responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Operator's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User's breach of these terms;
5.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these terms, including without limitation the Services;
5.1.6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
5.1.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Operator's network connections or telecommunications links or caused by the internet.
6.1 We may suspend your or any Customer’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
6.1.1 your or any Customer’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other customer of the Supplier, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; or
6.1.2 you are, or any Customer is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or
6.1.3 you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 If we suspend your right to access or use any portion or all of the Service Offerings:
6.2.1 you remain responsible for all fees and charges you have incurred through the date of suspension;
6.2.2 you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and
6.3 Our right to suspend your or any Customer’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to clause 16.
7.1. The Supplier shall, during the Term, provide the Services and make available the Documentation to the Operator on and subject to the terms of these terms.
7.2. The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.3. The undertaking at clause 7.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents, or by virtue of the content of the Operator Data. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Operator with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Operator's sole and exclusive remedy for any breach of the undertaking set out in clause 7.2. Notwithstanding the foregoing, the Supplier:
7.3.1. does not warrant that the Operator's use of the Services will be uninterrupted or error-free; or that the Service, Documentation and/or the information obtained by the Operator through the Services will meet the Operator's requirements; and
7.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data, including Operator Data over communications networks and facilities, and to Third Party Social Sites including the internet, and the Operator acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities and Third Party Social Sites.
7.4. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
7.4.1. planned maintenance carried out during the maintenance window of 12.00 pm to 6.00 am UK time on Monday to Friday and 8.00 am to 1.00 pm UK time on Saturday and Sunday; and
7.4.2. unscheduled maintenance performed due to emergencies, including but not limited to distributed denial of service attacks, general performance issues and connectivity issues, provided that the Supplier has used reasonable endeavours to give the Operator at least 6 Normal Business Hours' notice in advance.
7.5. The Supplier shall not be held liable for any loss due to maintenance stated in clause 7.4.1 and clause 7.4.2 above. The Operator indemnifies the Supplier against any loss or liability in relation to the maintenance.
7.6. The Supplier will, as part of the Services and at no additional cost to the Operator, provide the Operator with the Supplier's standard Operator support services during Normal Business Hours. The Supplier will aim to reply within 24 hours of receiving the support request, however this is not guaranteed. The Supplier will reasonably endeavour to address the issue, however it cannot be guaranteed that the issue will be resolved. The Operator may purchase enhanced support services separately at the Supplier's then current rates by contacting firstname.lastname@example.org.
7.7. These terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.
7.8. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.
8.1 The Supplier or our affiliates or licensors own and reserve all right, title, and interest in and to the Service Offerings. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term:
8.1.1 access and use the Services solely in accordance with this Agreement; and
8.1.2 copy and use the Content within the Platform and solely in connection with your permitted use of the Services.
8.2 Except as provided in this clause 8, you obtain no rights under this Agreement from us or our licensors to the Service Offerings, including any related intellectual property rights. Some Content may be provided to you under a separate license, including open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that Content.
8.3 Neither you nor any Customer may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any Customer may, or may attempt to:
8.3.1 modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works);
8.3.2 reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings;
8.3.3 access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas; or
8.3.4 resell or sublicense the Service Offerings.
8.4 All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used. You are not allowed to use the Supplier Marks without prior written consent from the Supplier.
9.1 You shall indemnify us from and against all claims, loss, damage, liability, demands, proceedings, costs and expenses (including legal fees) arising out of or in respect of (a) loss of or damage to property, and (b) death or personal injury of any person as a result of any act or omission by you or your subcontractors, agents or employees except to the extent such loss, damage, death or personal injury is caused by our negligence.
9.2 Each party shall indemnify the other party against any claim arising from the non-payment or insufficient payment of taxes, duties and all other claims that are based on law and associated regulations.
9.3 Subject to Clauses 9.4 and 9.5, notwithstanding anything else contained in the Agreement, neither party shall be liable to the other for any indirect and/or consequential losses and/or damages howsoever arising including breach of contract, tort (including negligence), misrepresentation or breach of statutory duty.
9.4 Notwithstanding any provision to the contrary, neither party excludes or limits its liability for death, personal injury, fraud, fraudulent misrepresentation, nor for any other liability which may not be lawfully limited or excluded
9.5 Notwithstanding any provision to the contrary, nothing in this Agreement excludes or limits our liability in respect of indemnity given pursuant to Clause 10 below.
10.1 We agree to indemnify and hold harmless and defend you at our own expense from and against any and all claims of infringement of copyright, patents trademarks, industrial designs, or other intellectual property rights in connection with the Content and the Service Offerings provided that:
10.1.1 you undertake that we shall be given prompt notice of any claim specified in this Clause 10.1 above;
10.1.2 we shall have the right to defend any such claims and make settlements thereof at our own discretion and you shall give such assistance as we may require to settle or oppose any such claim;
10.1.3 you shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any copyright, patent, trademark or other rights as herein provided; and
10.1.4 you shall not make any statement or admission which may be prejudicial to our defence or settlement or any claim.
10.2 In the event that any such infringement occurs or may occur pursuant to Clause 10.1, we may at our sole option and expense:
10.2.1 procure for you the right to continue using the Service Offerings or Content or the infringing part thereof;
10.2.2 modify or amend the Service Offerings or Content or the infringing part thereof so that the same becomes non-infringing; or
10.2.3 replace the Service Offerings or Content or the infringing part thereof by other material of similar capability.
10.3 The foregoing states our entire liability with respect to any infringing part of the Service Offerings or Content or Services.
10.4 We shall have no liability for any such claim of intellectual property infringement:-
10.4.1 based on your modification or combination of the Service Offerings or Content or any part thereof with non-Supplier software and/or non-Supplier data, if such claim would have been avoided had the Service Offerings or Content or any part thereof not been modified, combined or integrated with the non-Supplier software and/or the non-Supplier data; or
10.4.2 to the extent that the claim of infringement arises out of our compliance with your requests, instructions or specifications.
The Service Offerings are provided “as is.” we and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Service Offerings, including any warranty that the Service Offerings will be uninterrupted, error free or free of harmful components, or that any Content will be secure or not otherwise lost or damaged. except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
12.1. Except as expressly and specifically provided in these terms:
12.1.1. the Operator assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Operator, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Operator in connection with the Services, or any actions taken by the Supplier at the Operator's direction;
12.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and
12.1.3. the Services and the Documentation are provided to the Operator on an "as is" basis.
12.2. Nothing in these terms excludes the liability of the Supplier:
12.2.1. for death or personal injury caused by the Supplier's negligence; or
12.2.2. for fraud or fraudulent misrepresentation.
12.3. Subject to clause 12.1 and clause 12.2:
12.3.1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
12.3.2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 10.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.1 We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.
13.2 We may modify this Agreement (including any Policies) at any time by posting a revised version on the Supplier Site or by otherwise notifying you in accordance with clause 19.1. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Supplier Site regularly for modifications to this Agreement.
14.1 Each party shall treat in strictest confidence the contents and execution of this Agreement and all information disclosed by the other party and identified as Confidential together with all other information which ought reasonably to be considered confidential, including but not limited to the charges and any other cost or pricing information (the “Confidential Information”). Both parties agree not to disclose the Confidential Information to any other person or entity except its own employees under conditions of confidentiality and then only to the extent necessary for the performance of this Agreement.
14.2 Each party shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed or used other than for the purposes of this Agreement.
14.3 The obligations of confidentiality set out in this Clause 14 shall not apply to any information or matter which:
14.3.1 is at the Commencement Date in or thereafter enters the public domain other than by breach of this Clause 14;
14.3.2 is in the possession of the receiving party prior to the date of receipt from the disclosing party or, is rightfully acquired by the receiving party from sources other than the disclosing party;
14.3.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
14.3.4 either party is required by statute to disclose;
14.3.5 was independently developed by the disclosing party without access to the Confidential Information.
14.4 All media releases and public announcements by either party relating to this Agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the party prior to release.
14.5 The Supplier may refer to the Agreement or to the fact that the Operator is the Supplier’s customer with the prior consent of the Operator which shall not be unreasonably withheld. information for any purpose other than to perform its obligations under this Agreement.
15.1. The Operator shall own all right, title and interest in and to all of the Operator Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Operator Data.
15.2. The Supplier shall follow its archiving procedures for Operator Data as set out in its Data Retention Policy available at https://heysummit.com/legal/data-retention/or such other website address as may be notified to the Operator from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Operator 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 Operator Data from the latest back-up of such Operator 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 Operator Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Operator Data maintenance and back-up for which it shall remain fully liable under clause 15.9).
15.4. 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 under the Data Protection Legislation.
15.5. The parties acknowledge that:
15.5.1. if the Supplier processes any personal data on the Operator's behalf contained in Operator Data, materials or otherwise, when performing its obligations under these terms, the Operator is the data controller and the Supplier is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
15.5.2. The Supplier shall be the data controller of personal data of the Operator obtained under this Agreement.
15.5.4. the personal data may be transferred or stored outside the EEA or the country where the Operator and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these terms.
15.6. Without prejudice to the generality of clause 15.4, the Operator will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of these terms so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with these terms on the Operator's behalf.
15.7. Without prejudice to the generality of clause 15.4, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these terms:
15.7.1. process that Personal Data only on the written instructions of the Operator 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 Operator of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Operator;
15.7.2. not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
18.104.22.168. the Operator or the Supplier has provided appropriate safeguards in relation to the transfer;
22.214.171.124. the data subject has enforceable rights and effective legal remedies;
126.96.36.199. 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
188.8.131.52. the Supplier complies with reasonable instructions notified to it in advance by the Operator with respect to the processing of the Personal Data;
15.7.3. assist the Operator, at the Operator'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;
15.7.4. notify the Operator without undue delay on becoming aware of a Personal Data breach;
15.7.15. at the written direction of the Operator, delete or return Personal Data and copies thereof to the Operator on termination of the agreement unless required by Applicable Law to store the Personal Data; and
15.7.6. maintain complete and accurate records and information to demonstrate its compliance with this clause 15.
15.8. Each party shall ensure that it has in place appropriate technical and organisational 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 harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage 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).
15.9. The Operator consents to the Supplier appointing Third Party Processors as a third-party processors 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. As between the Operator 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 15.
15.10. Either party may, at any time on not less than 30 days' notice, revise this clause 15 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 these terms).
16.1 A party ('the Initiating Party') may terminate this Agreement with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of one or more of the following events:
16.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
16.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this agreement;
16.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; or
16.1.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
16.2 On termination or expiration of this Agreement for any reason:
16.2.1 we shall immediately be paid in respect of all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt; and
16.2.2 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
19.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by e-mail or comparable means of communication and shall be deemed to have been duly sent on the date of transmission.
19.2 All communications and notices to be made or given pursuant to this Agreement must be in the English language.
Satisfaction with the quality of the Service Offerings provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by emailing email@example.com. We undertake to look into any issue carefully and promptly and to do all we can to explain the position to you and to resolve the issues raised. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. Should matters not be resolved to your satisfaction and any dispute arise in connection with the Agreement the Parties will seek to resolve any dispute between them by escalating the dispute or difference through ascending layers of management and if that is unsuccessful within a period of 30 days parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
The Agreement constitutes the complete and exclusive understanding and agreement between you and us regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter (including any proposal we may have issued to you unless this is expressly incorporated into the Agreement). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) (“Representation”) other than as expressly set out in the Agreement. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract. Nothing in this clause 21 shall limit or exclude any liability for fraud.
You shall not, without our prior written consent, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of your rights or obligations under this Agreement. We may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement. Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person. Any assignation or transfer in violation of this Clause will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have non-exclusive jurisdiction.