Engagement and Term

1. These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you and each Authorised User a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).
2. You and each Authorised User must be at least 16 years old to use the Platform.
3. Variations to these Terms: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us, in which case clause 14.1 will apply. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.
4. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity's personnel to these Terms.
5. We may use various APIs to connect with third parties in order to power certain features in the Platform, including to (but not limited to) a third party payment processor, companies house, and CITB. Your use of these features and their respective APIs is subject to the terms and conditions of the third party API provider.

Engagement and Term

1. We provide the following services to you:
   • (a) access to our Platform;
   • (b) access to a third party payment processor to manage payments from your clients; and
   • (c) access our troubleshooting support (Support Services),
     
     
     (collectively, our Services).
2. If you require Support Services, you may request these by getting in touch with us through our Platform.
3. Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
4. In consideration of your payment of the Fees, we will provide the Platform in accordance with these Terms and all applicable laws, whether ourselves or through our personnel. We warrant to you that the Platform will be provided using reasonable care and skill.
5. We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
6. We may provide template documents in the Platform (Templates), which you can use for your limited commercial purposes in line with the license contained in clause 12.2. You acknowledge and agree that any Templates provided are not tailored to your business needs and should not be construed as financial, accounting or legal advice. We recommend that you seek independent legal advice to ensure that any Templates you use are suitable for your business. To the extent permitted by law, we do not assume any responsibility or liability, and you waive and release us from all responsibility and Liability, arising from or connected with your use or reliance on the Templates.
7. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
8. Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

Third Party Products

1. You agree that we may facilitate, on your instructions, the interface, or interoperation of, the Services with any third party software or service with which you instruct us to integrate, interface, interoperate with the Services (for example, Xero) (Third Party Product).
2. To the extent that you choose to use any Third Party Products in conjunction with the Services, you are solely responsible for:
   • (a) complying with the requirements of;
   • (b) complying with the applicable licensing obligations of; and
   • (c) all data submitted to,
     
     
     any such Third Party Product.
3. Where you have a direct relationship with the Third Party Product, you are also responsible for any applicable purchases and fees in respect of such Third Party Product.
4. If you integrate your Account or login with a Third Party Product, this will allow an exchange, transmission, modification or removal of data between us and the Third Party Product, including, Your Data, the scope of which is determined by the applicable actions set by such integration.
5. You acknowledge and agree that you are solely responsible for ensuring the interface of, or interoperation of, the Services with your Third Party Product and the extraction and receipt of any of Your Data is legally and contractually permitted (including with respect to applicable data protection laws).
6. You agree that the benefit of any Third Party Product's interface, or interoperation with, the Services, is subject to your compliance with this clause and that we have no Liability to you (including for any loss or access to data or corruption of data) if any Third Party Product withdraws your access to their services or withdrawn their services from integration with our Services.
7. We have no control over the conduct of any Third Party Product, including how they handle your data or the cancellation of their services.

Accounts

1. You must register on the Platform and create an account (Account) to access and use our Platform.
2. While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).
3. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, and any activity from one of your Authorised Users. You agree to immediately notify us of any unauthorised use of your Account.
4. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

Authorised Users

1. You may invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (Authorised Users). The maximum number of Authorised Users you may invite will depend on your tier of subscription. We agree to provide you with the number of Authorised Users as set out in your Account.
2. The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.
3. You must ensure that each Authorised User complies with these Terms and our End User Licence Agreement. You are responsible and liable for the acts or omissions of your Authorised Users.
4. Each Authorised User must agree to our End User Licence Agreement (available to each Authorised User before their first login) in order to access the Platform.

Authorised Users

1. You represent, warrant and agree that:
   • (a) you will comply with these Terms and all applicable Laws, including any Laws that apply to any projects you are managing or otherwise partaking in;
   • (b) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
   • (c) there are no legal restrictions preventing you from entering into these Terms;
   • (d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
   • (e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

Changes to the Services requested by you

If you wish to suspend or change the Services (for example, by upgrading to a different tier of the Services), you must contact us via email with the details of your request at least 48 hours before the next Payment Date. If you vary the Services and the Fees increase, the increased Fees will apply on the next Payment Date, and you will have access to the additional features on the next Payment Date.

Changes to the Platform

1. Minor changes to the Platform: We may change the Platform:
   • (a) to reflect changes in relevant laws and regulatory requirements; and
   • (b) to implement minor technical adjustments, improvements, and to keep up-to-date with technological advancements. These changes will not substantially affect your use of the Platform.
2. More significant changes to the Platform: We will try to avoid making any significant changes to the Services which are likely to materially disadvantage your use of the Services. However, where we intend to make a change to the Platform which may materially disadvantage your use of the Services, we will notify you in advance of making any changes, and you may then contact us to terminate these Terms and receive a full refund for any unused Services (if applicable) before the changes take effect.

Minimum Term and Fees

1. The Services may begin with a free trial. The free trial period of the Services will last for the period specified on the Platform. We determine free trial eligibility in our sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your Account at any time in the event that we determine that you are not eligible. Free trials are only available for new Account holders. If you do not cancel during the free trial period, we will charge your chosen payment method for the Services you have chosen and its corresponding fees (Fees) on the day your free trial ends (Payment Date).
2. You may choose an annual subscription, whereby unless the Services are suspended or terminated in accordance with these Terms, your access to the Services will roll over on an ongoing annual basis, and you agree to pay the Fees upfront on an ongoing annual basis from the Payment Date. Alternatively, you may choose a monthly subscription, whereby unless the Services are suspended or terminated in accordance with these Terms, your access to the Services will roll over on an ongoing monthly basis, and you agree to pay the Fees in arrears on an ongoing monthly basis from the Payment Date.
3. We may, in our sole discretion, offer a discount where you choose an annual subscription, and the amount of the discount will be set out on the Platform at the time of your signup.
4. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider for example, [insert name of third party processor]. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
5. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
6. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
7. To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.
8. We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days' notice of the change. After 30 days, we will apply the updated Fee to the Services. If the updated Fee is not acceptable to you, you may cancel the Services in accordance with the 'Cancellation' clause.
9. If any payment has not been made in accordance with this clause 9 , we may (at our absolute discretion):
   • (a) after a period of 72 hours, suspend your access to the Services until such time as the payment is made, and after a period of 5 Business Days cease providing the Services, remove your access to your Account, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or
   • (b) charge interest at a rate equal to 4% above the Bank of England's base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with this clause 9.
10. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

Platform Licence

1. While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.
2. You must not:
   • (a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
   • (b) interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;
   • (c) introduce any viruses or other malicious software code into our Platform;
   • (d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
   • (e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
   • (f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
   • (g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
   • (h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

Availability, Disruption and Downtime

1. While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

Intellectual Property and Data

1. You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself (including how it looks and functions), any algorithms or machine learning models used on the Platform, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.
2. We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.
3. You must not, without our prior written consent:
   • (a) copy, in whole or in part, any of Our Intellectual Property;
   • (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
   • (c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
Your Data
4. You own all data, information, personal data, or content you and your Authorised Users upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).
5. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:
   • (a) communicate with you;
   • (b) supply the Platform to you and otherwise perform our obligations under these Terms;
   • (c) diagnose problems with the Platform;
   • (d) enhance and otherwise modify the Platform;
   • (e) perform Analytics;
   • (f) develop other services, provided we de-identify Your Data; and
   • (g) as reasonably required to perform our obligations under these Terms.
6. You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:
   • (a) you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
   • (b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
7. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.
8. We do not endorse or approve, and are not responsible for, any of Your Data.
9. You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.
10. You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
11. This clause will survive the termination or expiry of these Terms.

Limitations on and Exclusions to our Liability

1. Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
2. The restrictions on liability in this clause 13 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.
3. Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:
   • (a) death or personal injury caused by negligence;
   • (b) fraud or fraudulent misrepresentation; and
   • (c) defective products under the Consumer Protection Act 1987.
4. Subject to clauses 13.1 (no limitation in respect of deliberate default) and 13.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:
   • (a) you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause (clause 10) the Intellectual Property clause (clause 12) of these Terms, your reliance on any Templates and/or any Third Party Products, including any unavailability of the Platform due to a failure of the Third Party Products;
   • (b) where you are using the Platform as a business, neither Party will be liable for any Consequential Loss;
   • (c) a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss; and
   • (d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
5. We have given commitments as to the compliance of the Platform with these Terms and applicable Laws in clause 2.4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.
6. This clause will survive the termination or expiry of these Terms.

Termination

1. Cancellation: You may request to cancel the Services at any time by notifying us via the 'cancel my Account' feature in your Account. Where you have chosen a monthly subscription, your cancellation will take effect from the next Payment Date, unless you provide less than 48 hours' notice before your next Payment Date, in which case the cancellation will take effect from the following Payment Date. Where you have chosen an annual subscription , you acknowledge and agree that your cancellation will not take effect until the expiry of the annual period you have paid for upfront.. If you cancel the Services because we have changed the Services inclusions and the change has a substantial and adverse impact on you, or we have changed the Fees, then the termination of the Services will be immediate, and we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis.
2. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:
   • (a) you do not pay the Fees as they fall due;
   • (b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
   • (c) you breach these Terms and that breach cannot be remedied; or
   • (d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).
3. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
4. Upon expiry or termination of the Services:
   • (a) you must export all of Your Data in the Platform within 30 days. After this time, you acknowledge and agree that we may, in our sole discretion, delete Your Data and we will not be liable to you for any data loss; and
   • (b) we may retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement), however you acknowledge and agree that you will not be entitled to access this data after the expiry of the 30 day period set out at clause 14.4(a).
5. Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.
6. Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.
7. This clause will survive the termination or expiry of these Terms.

General

1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
4. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
   • If the Dispute is not resolved at that initial meeting:
   • (a) where you are resident or incorporated in England and Wales, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution; or
   • (b) where you are not resident or incorporated in England and Wales, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.
5. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
6. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications
7. Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Platform may be accessed in the UK and overseas. We make no representation that the Platform complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Platform from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from these Terms.
8. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
9. Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
10. Privacy: All personal data you and your Authorised Users provide to us will be treated in accordance with our privacy policy. You can find our privacy policy at iprosuite.com/terms. To the extent that we act as the Processor of any Personal Data of which you are the Controller (as these terms are defined in the UK GDPR), our Data Processing Addendum (available as an attachment to these Terms) forms part of this Agreement.
11. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
12. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

Definitions

• Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
• Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.
• Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
• UK GDPR means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) as incorporated into United Kingdom law as the Data Protection Act 2018 by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018.

General

1. This Data Processing Addendum (DPA) supplements the terms of the Platform Terms and Conditions that this DPA is attached to (Agreement) and applies to our provision of Services to you under the Agreement.
2. Where you make any deletions or other revisions to this DPA, this DPA will be null and void, unless otherwise agreed by us in writing.

Definitions

• Capitalised terms in this DPA have the meaning given in the Agreement, the Annexures, and as set out below:
• Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Agreement, including the Data Protection Act 2018.
• EU GDPR means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
• Transferred Data means any Personal Data Processed by us or our Personnel on behalf of you in connection with the Agreement.
• Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
• UK GDPR means the EU GDPR as incorporated into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018.
• UK Addendum means the international data transfer addendum to the European Commission's standard contractual clauses for international data transfers approved by the Information Commissioner's Office under section 119A of the Data Protection Act 2018 on 21 March 2022 (version B.1.0), and as updated from time to time.
• The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Sub-Processor" shall have the same meaning as in the UK GDPR.

Roles of the Parties

The Parties acknowledge and agree that in connection with the Agreement, where you provide us with Transferred Data, we are the Processor and you are the Controller. We may also act as a Controller of any Personal Data we require from you in order to create an Account for you on the Platform.

Processing of Personal Data

1. Each Party agrees to comply with Applicable Data Protection Law in the Processing of Transferred Data.
2. You instruct us to process Transferred Data in accordance with this DPA (including in accordance with Annex 2).
3. We agree to not process Transferred Data other than on your documented instructions.

Our Personnel

• We agree to take reasonable steps to ensure the reliability of any of our Personnel who may have access to the Transferred Data, ensuring in each case that:
• (a) access is strictly limited to those individuals who need to know / access the relevant Transferred Data, as strictly necessary for the purposes of the Agreement; and
• (b) the relevant Personnel are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Security

1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we agree to implement appropriate technical and organisational measures in relation to the Transferred Data to ensure a level of security appropriate to that risk in accordance with Applicable Data Protection Law.
2. In assessing the appropriate level of security, we agree to take into account the risks that are presented by Processing, in particular from a Personal Data Breach.

Sub-Processing

1. You authorise our engagement of the Sub-Processors already engaged by us at the date of this DPA, which are set out at Annex 3.
2. Where we wish to engage a new Sub-Processor, we agree to provide written notice to you of the details of the engagement of the Sub-Processor at least 14 days’ prior to engaging the new Sub-Processor (including details of the processing it will perform). You may object in writing to our appointment of a new Sub-Processor within 7 days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If the Parties are not able to achieve resolution, we may, at our election:
   • (a) not appoint the proposed Sub-Processor;
   • (b) not disclose any Transferred Data we process on your behalf to the proposed Sub-Processor; or
   • (c) inform you that we may terminate the Agreement (including this DPA) for convenience, in which case, clause Error! Reference source not found. will apply.
3. You agree that the remedies described above in clauses 7.2(a) - (c) Error! Reference source not found. Error! Reference source not found.-Error! Reference source not found. are the only remedies available to you if you object to the engagement of any proposed Sub-Processor by us.
4. Where we engage a Sub-Processor to process Transferred Data, we agree to enter into a written agreement with the Sub-Processor containing data protection obligations no less protective that those in this DPA with respect to the Transferred Data, and to remain responsible to you for the performance of such Sub-Processor’s data protection obligations under such terms.
5. Where the the transfer of Transferred Data from us to a Sub-Processor is a Restricted Transfer, it will be subject to the UK Addendum (and documents or legislation referred to within it), which shall be deemed to be incorporated into this DPA, and the UK Addendum is considered an appropriate safeguard.

Data Subject Rights

1. Taking into account the nature of the Processing, we agree to assist you by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you, to respond to requests to exercise Data Subject rights under the Applicable Data Protection Law.
2. We agree to:
   • (a) promptly notify you if we receive a request from a Data Subject under any Applicable Data Protection Law in respect of Transferred Data; and
   • (b) ensure that we do not respond to that request except on your documented instructions or as required by Applicable Data Protection Law to which we are subject, in which case we shall, to the extent permitted by Applicable Data Protection Law, inform you of that legal requirement before we (or our Sub-Processor) respond to the request.

Personal Data Breach

1. We agree to notify you without undue delay upon becoming aware of a Personal Data Breach affecting Transferred Data, and provide you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
2. We agree to co-operate with you and take reasonable commercial steps as directed by you to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
3. If you decide to notify a Supervisory Authority, Data Subjects or the public of a Personal Data Breach, you agree to provide us with advance copies of the proposed notices and, subject to Applicable Data Protection Law (including any mandated deadlines under the UK GDPR), allow us an opportunity to provide any clarifications or corrections to those notices.

Data Protection Impact Assessment and Prior Consultation

• We agree to provide reasonable assistance to you with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law (to the extent you do not otherwise have access to the relevant information and such information is in our control).

Deletion or return of Personal Data

• Subject to this clause Error! Reference source not found., and subject to any document retention requirements at law, we agree to promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of Transferred Data (Cessation Date), delete and procure the deletion of all copies of those Transferred Data.

Audit Rights

1. Subject to this clause Error! Reference source not found., where required by law, we shall make available to you on request all information reasonably necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of Transferred Personal Data by us.
2. Where clause Error! Reference source not found. applies, any audit (or inspection):
   • (a) must be conducted during our regular business hours, with reasonable advance notice (which shall not be less than 30 business days);
   • (b) will be subject to our reasonable confidentiality procedures;
   • (c) must be limited in scope to matters specific to you and agreed in advance with us;
   • (d) must not require us to disclose to you any information that could cause us to breach any of our obligations under Applicable Data Protection Law;
   • (e) to the extent we need to expend time to assist you with the audit (or inspection), this will be funded by you, in accordance with pre-agreed rates; and
   • (f) may only be requested by you a maximum of one time per year, except where required by a competent Supervisory Authority or where there has been a Personal Data Breach in relation to Transferred Personal Data, caused by us.
3. Your information and audit rights only arise under clause 12.1 to the extent that the Agreement does not otherwise give you information and audit rights that meet the relevant requirements of Applicable Data Protection Law.

Liability

• Despite anything to the contrary in the Agreement or this DPA, to the maximum extent permitted by law, the Liability of each Party and its affiliates under this DPA is subject to the exclusions and limitations of Liability set out in the Agreement.

Termination

1. • Each Party agrees that a failure or inability to comply with the terms of this DPA and/or the Applicable Data Protection Law constitutes a material breach of the Agreement. In such event, you may, without penalty
   • (a) require us to suspend the processing of Transferred Data until such compliance is restored; or
   • (b) terminate the Agreement effective immediately on written notice to us.
2. In the case of such suspension or termination by you, we shall provide a prompt pro-rata refund of all sums paid in advance under the Agreement which relate to the period of suspension or the period after the date of termination (as applicable).
3. Notwithstanding the expiry or termination of this DPA, this DPA will remain in effect until, and will terminate automatically upon, deletion by us of all Transferred Data covered by this DPA, in accordance with this DPA.