WEB SERVICES TERMS AND CONDITIONS
1. Introduction
1.1 This is a web services contract between Options Exhibitions and Displays Limited, incorporated in England and Wales (registered number 04063930, having its registered office at 19 North Street, Ashford, Kent, TN24 8LF, UK) (“Supplier”) and the person or organisation with whom the Supplier is contracting to provide services (“Client”).
2. Definitions
2.1 The following terms shall have the following meanings:
Applicable Laws all applicable laws, regulations and codes of conduct, whether or not compulsory
Business Hours 9am to 5pm Monday to Friday excluding bank holidays in England
Client Material all copy, content, graphics, images, software, data and other materials provided or to be provided by the Client to the Supplier in connection with the Services
Code the code to be developed by the Supplier for the Client and which constitutes the Website if applicable
Development Services website design and development services
Exceptional Circumstances where the Supplier has reason to believe that:
1. it is necessary to protect the Supplier or its other customers or the public and/or to minimise the Supplier’s exposure to breach of Applicable Laws or the risk of civil or criminal proceedings and /or to respond to claims of breaches or infringements of third party rights; or
2. the Client has become the target of denial of service, hacking or other malicious activities.
Excluded Matters a) Third Party Material;
b) modifications or customisation to the Code not carried out by the Supplier; and
c) any incorrect, improper or unauthorised use of the Code.
Intellectual Property Rights worldwide copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any applications therefor and all rights in confidential information
Launch make available to the public including on a beta basis
Launch Date the date of Launch of the Website under the Supplier’s hosting
Legal Documents suggested legal documents provided by the Supplier such as terms and conditions or privacy/cookie policies plus related guidance
Recurring Services website hosting, support, maintenance and any related services which are paid for on a regular monthly or other basis (to avoid doubt excluding one-off fixed fees split into instalments)
Services the services to be provided by the Supplier to the Client including Development Services and Recurring Services
Supplier Content any content created by the Supplier for use on the Website such as product descriptions (but excluding any Legal Documents)
Third Party Material third party software, images or other resources comprised within the Code including third party plugins
Warranty Period 30 days after the Client has accepted the Code in accordance with this agreement
Website the Code insofar as it comprises the website to be developed by the Supplier for the Client
in writing all forms of visible reproduction in permanent form (including email unless otherwise stated)
2.2 Words in the singular include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate. Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation.
3. Contract
3.1 The Supplier agrees to supply the Services subject to the terms and conditions of this agreement including any additional terms in the schedule(s) below that apply to the relevant Services. If there is any conflict, the schedule takes priority.
4. Deadlines
4.1 The Supplier agrees to use reasonable endeavours to meet any agreed deadlines but these shall be treated as estimates only and time shall not be of the essence for performance of the Services.
4.2 The Client shall comply with its obligations under this agreement (including supply of Client Material and response to requests for approval) by the dates specified. If the date for performance of a particular obligation is not specified, the Client shall perform that obligation promptly and in any event by such date as is reasonably required by the Supplier for the Supplier to comply with its own obligations in this agreement. If the Client fails to comply with the foregoing, then without prejudice to any other right of the Supplier:
a) the date for performance of any subsequent related obligations of the Supplier shall be postponed by a period equal to the period of Client delay; and
b) the Supplier shall not be liable for any losses arising from the Client’s delay.
5. Client obligations and acknowledgments
5.1 The Client shall:
a) ensure that Client Material is any form reasonably specified by the Supplier;
b) provide the Supplier with such additional information and documents as it may reasonably request for the proper performance of the Services;
c) ensure that any confidential information provided to the Supplier is clearly labelled as such;
d) keep backup copies of all information and documents supplied by it to the Supplier; and
e) generally provide reasonable and prompt co-operation to the Supplier in supplying the Services.
6. Fees
6.1 The Client shall pay the Supplier’s initial agreed fee for Development Services either in advance or, if applicable, by the agreed instalment dates. If any instalment payment is overdue, all future instalments become immediately due and payable.
6.2 The Client shall pay any additional fees due within 7 days of invoice .
6.3 Unless otherwise stated in writing, the following are not included in any fees quoted and are separately chargeable at the Supplier’s applicable rates to the extent that the Supplier agrees to undertake such work:
a) correcting errors in the Client Material as supplied to the Supplier;
b) correction of bugs except insofar as this agreement provides that such errors shall be corrected at the Supplier’s expense;
c) any work outside the scope of the sessions contracted for; and
d) any changes requested by the Client which are outside the scope of those specifically provided for in this agreement.
6.4 The Supplier is entitled not to Launch the Website and/or not to supply or make available any files comprising the Website and/or not to transfer any domain name to the Client unless all fees due to the Supplier have been paid.
6.5 The Client shall pay the Supplier’s fees for Recurring Services monthly in advance unless otherwise agreed in writing.
6.6 The Supplier may change its fees charged for Recurring Services at any time by giving the Client at least 60 days’ notice in writing.
6.7 The Client shall be liable to pay any expenses incurred by the Supplier (including in acquiring Third Party Material) provided they are approved by the Client in writing before being incurred.
6.8 All fees quoted are subject to VAT which shall be payable in addition by the Client at the applicable rate.
6.9 The Client shall pay the Supplier’s fees without any withholding, deduction, counterclaim or setoff.
6.10 The Supplier may charge interest to the Client on overdue sums (both before and after judgment) at the rate that would be applicable for the time being if the amount due was a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Changes
7.1 The Client is allowed no more than one rounds of changes to each page of the Website. Any additional changes are subject to the Supplier’s agreement including payment of the Supplier’s applicable fees and to any applicable deadline or other changes specified by the Supplier.
7.2 Unless otherwise agreed in writing, the Client agrees to respond to any requests for approval within 14 days of request.
7.3 The Supplier is entitled to make any changes to the Services which are necessary to comply with any Applicable Law or which do not materially affect the nature or quality of the Services
8. Acceptance
8.1 The Client shall be deemed to have accepted the Website if and when:
a) in respect of each page of the Website:
• the Client has approved it;
• the Client has not responded to a request for approval within the specified timescale: or
• the Supplier has made the changes requested by the Client; or
b) the Website is Launched.
9. Suspension for non-payment
9.1 The Supplier is entitled to suspend all or any of the Services if any payment due to the Supplier is overdue by seven days or more. The Supplier is entitled to decline to reinstate suspended Services unless it has received all outstanding payments and/or any assurances from the Client which (acting reasonably) the Supplier considers satisfactory. The Supplier is entitled to require payment of its reasonable fees before resuming and/or reconnecting suspended Services.
10. Termination
10.1 Insofar as this agreement relates to hosting and any other Recurring Services, and unless otherwise agreed in writing, this agreement starts on the Launch Date and continues until terminated as follows:
a) The Client is entitled to terminate the contract with effect from the end of the current monthly or other subscription period by giving notice in writing to the Supplier.
b) The Supplier is entitled to terminate the contract at any time by giving at least 30 days’ notice in writing to the Client.
10.2 Upon the expiration or termination of this agreement for any reason:
a) the Client shall pay the Supplier for all Services performed up to the date of termination;
b) subject to payment of all outstanding fees by the Client, the Supplier shall transfer the domain name used for the Website to the Client and shall take reasonable steps to supply or make available to the Client any files comprising the Website;
c) accrued rights and liabilities will be unaffected;
d) all licences shall terminate; and
e) all clauses which are expressed or clearly intended to survive termination shall survive together with any other provision necessary for the interpretation or enforcement of this agreement.
11. Warranties
11.1 The Supplier warrants that it shall supply the Services with reasonable care and skill.
11.2 If the Supplier hosts the Website after Launch, the Supplier warrants that it shall at the Supplier’s expense use reasonable endeavours to correct any bugs in the Code which are notified to it by the Client in writing during the Warranty Period but excluding those bugs which in the Supplier’s reasonable consideration arise from or related to any of the Excluded Matters.
11.3 For the avoidance of doubt, the Supplier does not warrant that the Website is compatible with any particular platforms, browsers or operating systems except to the extent that the Supplier has specifically stated otherwise in writing.
11.4 The Supplier shall not be liable for any breach of warranty to the extent that same arises from or is related to any of the Excluded Matters.
11.5 If the Supplier provides any Supplier Content or Legal Documents, the Supplier makes no warranty that they are accurate or up to date or legally compliant or suitable for the Client’s purposes. It is the Client’s responsibility to carefully check them before use and satisfy itself that they are suitable for the Client’s purposes including by taking legal advice where appropriate. The Client uses or relies on the Supplier Content or Legal Documents at its own risk.
11.6 The Supplier shall not be liable for breach of warranty under this agreement unless the Client has given the Supplier prompt written notice of the breach and a reasonable opportunity thereafter to rectify the breach at the Supplier’s expense.
11.7 The Supplier:
a) excludes all implied terms, conditions, warranties and representations howsoever arising that are not expressly stated in this agreement;
b) makes no warranty that the Code is error free or that its use will be uninterrupted or free from vulnerabilities; and
c) makes no warranty in relation to any Third Party Material.
11.8 The Client warrants that:
a) it owns or has obtained all necessary rights, permissions and licences for the use of the Client Material supplied to Supplier under this agreement;
b) the Client Material does not and shall not infringe any third party Intellectual Property Rights; and
c) it shall comply with all Applicable Laws in connection with the Website.
12. Liability
12.1 Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to the Supplier includes the Supplier’s employees and agents, who have the right to enforce this agreement.
12.2 Subject to the first clause in this section, the Supplier shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
a) loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
b) indirect, consequential or special losses.
12.3 Subject to the first clause in this section, the total liability of the Supplier in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, of any kind for any act or omission or series of connected acts and/or omissions shall in no circumstances exceed the total fees payable to the Supplier in respect of the relevant Services complained of (limited to the 12 months before the first act or omission complained of in the case of recurring Services).
12.4 The Client agrees to indemnify the Supplier against all claims and liabilities related to the Client’s use of the Website or breach of this agreement except insofar as the Supplier is at fault.
13. Intellectual Property Rights
13.1 Subject to payment of the fees for Development Services in full, the Supplier assigns to the Client with full title guarantee the copyright and all other Intellectual Property Rights in the Code and any Supplier Content but excluding any elements of the Code that form part of the generic functionality of the Code and which are not written specifically by the Supplier at the request of the Client including any developer tools or routines and also excluding any unused text, designs, layouts or other material.
13.2 Subject to payment of the fees for Development Services in full, the Supplier grants to the Client a worldwide licence to use the Legal Documents solely in conjunction with the Website. For the avoidance of doubt, the Client is not entitled to sell or distribute the Legal Documents.
13.3 All Intellectual Property Rights in the Client Material shall remain the exclusive property of the Client.
13.4 If the Client’s use or possession of the Code or any part thereof (excluding the Excluded Matters) in accordance with this agreement is held by a court of competent jurisdiction to constitute an infringement of a third party’s Intellectual Property Rights, then the Supplier shall promptly at its expense and at its option:
a) procure for the Client the right to continue using and possessing the Code or the infringing part; or
b) modify or replace the Code (or part thereof) without detracting from the overall performance of the Code, so as to avoid the infringement.
14. Data Protection
14.1 The Client acknowledges and agrees that the Supplier may process the Client’s personal information in accordance with the terms of its privacy policy which is subject to change from time to time.
14.2 Insofar as the Supplier acts as a processor, both parties shall comply with the GDPR Addendum at Schedule 2.
14.3 The Client agrees to ensure that it has all necessary notices and consents in place to enable lawful collection of personal information by the Supplier in connection with the Website for the duration and purposes of this agreement.
15. Accreditation
15.1 Unless otherwise agreed in writing, the Supplier retains the right to be identified as the creator of the Website and the Client undertakes to include and retain accreditation of the Supplier in the footer on each page of the Website together with a link to the Supplier’s website.
15.2 Unless otherwise agreed in writing, the Supplier retains the right to reproduce, publish and display details of and images from the Website and to describe its role in creation thereof on the Supplier’s social media, its own website and in other marketing materials.
16. Confidentiality
16.1 The Supplier shall keep in confidence any information in any form (including oral) of a clearly confidential nature obtained in connection with this agreement and shall not without the consent in writing of the Client use that information other than for the purposes of this agreement or disclose it to any person other than its personnel who need to know the information for the purposes of this agreement.
16.2 This clause shall not apply to:
a) information which becomes public knowledge other than through a breach of this agreement;
b) information lawfully in the possession of the recipient before the disclosure took place;
c) information obtained from a third party who is free to disclose it; and
d) information which a party is requested to disclose and if it did not could be required by law or regulation or competent authority to do so.
17. General
17.1 This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties in relation to such matters including any proposals or presentations (unless otherwise expressly stated in this agreement). Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
17.2 Neither party is liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond that party’s reasonable control including third party telecommunication failures and epidemics/pandemics.
17.3 Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by fax (provided a confirming copy is sent by special delivery within the UK or by international signed for post outside the UK within one UK business day) or, unless stated otherwise, by email subject to the email being acknowledged in like manner.
17.4 No amendment or variation of this agreement shall be effective unless in writing, expressed to be an amendment to this agreement and signed by a duly authorised representative of each of the parties.
17.5 The Client shall not be entitled to assign or transfer any of its rights or obligations under agreement without the prior consent in writing (not email) of the Supplier not to be unreasonably withheld or delayed. The Supplier is entitled to subcontract any of its obligations under this agreement but remains liable to the Client for performance of those obligations.
17.6 The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
17.7 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
17.8 Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.
17.9 The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.
17.10 The Client agrees that, during this agreement and for 24 months thereafter, it will not either for itself or for or in conjunction with anyone else solicit, employ, engage or entice away or attempt to do so any employees or subcontractors used by the Supplier, or by any company connected with the Supplier, in connection with the Service.
17.11 This agreement shall be governed by and construed in all respects in accordance with the laws of England and each party hereby submits to the exclusive jurisdiction of the English courts.
SCHEDULE 1
ADDITIONAL TERMS
1. ADDITIONAL TERMS APPLICABLE TO WEBSITE HOSTING SERVICES
1.1 If the Client uses the Supplier’s basic hosting package , the Supplier is not liable to provide hosting support and the Client is responsible for ensuring that hosted data is server-ready, for uploading hosted data to the server, for checking that it functions satisfactorily and for installing security, plugin or other updates. The Supplier is entitled to charge fees at its standard rates for any hosting support that it does agree to provide.
1.2 The Client undertakes that bandwidth usage will be reasonably consistent throughout each month, without irregular bandwidth usage patterns or excessive use. If the Client believes that the website may be susceptible to such abnormal usage, the Client agrees to contact the Supplier in advance to discuss the suitability of the Client’s hosting environment. If in its discretion the Supplier considers that the usage of the Website is, or is likely to be, excessive (even if within any applicable package limits) the Supplier is entitled to require payment of excess charges at the Supplier’s then current rates and/or to limit usage and/or to suspend and/or terminate this agreement in relation to hosting immediately without notice.
1.3 The Supplier reserves the right to alter the hosting environment to one with broadly like-for-like features, as long as reasonable notice is given and the Supplier takes reasonable steps to minimise disruption.
1.4 The Client obtains no rights over any IP addresses allocated to the Supplier’s servers or otherwise arising in connection with the Supplier’s hosting services. The Supplier retain ownership and control of such IP addresses.
1.5 The Client acknowledges that hosted data may be irretrievably damaged or lost if there is a fault or on suspension or termination of this agreement. Unless the Client uses a backup Service offered by the Supplier, it is the Client’s responsibility to make frequent backups of all hosted data that the Client wishes to save. The Supplier is not liable for any loss or damage to hosted data that could have been prevented if the Client had made its own backups. The Supplier may make backups in its discretion but does not guarantee to do so.
1.6 The Client undertakes not to store or upload or permit the storing or uploading of any data which:
a) is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive, violent or deceptive;
b) infringes any intellectual property or other rights of others;
c) involves spamming, phishing or scamming or similar;
d) contains any malware, viruses, or other potentially destructive computer programs or security threats;
e) Religious Content: Artwork that directly references or promotes specific religious beliefs, practices, or symbols.
f) Political Content: Artwork that advocates for, endorses, or opposes any political party, candidate, or ideology, or that includes political symbols, slogans, or messaging. or
g) which the Supplier otherwise reasonably considers to be inappropriate.
1.7 The Client agrees to comply with the “Accepted Use Policy” of the Supplier’s upstream provider located at https://www.namecheap.com/legal/hosting/tos/ or any alternative that the Supplier notifies to the Client including by posting on the details on the Supplier’s website.
1.8 The Supplier (including its upstream providers) is entitled without notice and without liability to suspend the Services for repair, maintenance, improvement or other technical reason. For any planned maintenance, the Supplier will endeavour to provide reasonable notice.
1.9 The Supplier may without refund suspend or terminate this agreement in relation to hosting or remove, delete or disclose hosted data immediately with or without notice in writing:
a) in the event of Exceptional Circumstances;
b) if the Client breaches this agreement; or
c) if the Supplier is required to do so by Applicable Laws or competent authorities or its upstream providers.
In such case the Client remains liable to any fees which would have otherwise been payable until the earliest point thereafter when the Client could have terminated this agreement.
2. ADDITIONAL TERMS APPLICABLE TO SECURITY CERTIFICATES (SSL)
2.1 Provided that the Client has provided the Supplier with the necessary information, the Supplier will apply on the Client’s behalf to the provider of the security certificate which the Client has requested. The Supplier gives no guarantee of success.
2.2 If a certificate is issued, the Supplier will liaise with the provider to arrange for it to install the certificate on the relevant server so that it can be used in conjunction with the Website.
2.3 Unless otherwise stated, digital certificates do not automatically roll-over and are subject to the renewal/re-application procedures of the relevant provider.
2.4 The Supplier has no other obligations or responsibilities in relation to digital certificates except insofar as expressly stated in this agreement.
2.5 The Client agrees to comply with any applicable terms and conditions of the relevant certificate provider.
2.6 The Client acknowledges that digital certificates are specific to organisation, operating system, domain name (subdomains/host records are treated as separate domains) and IP address and are not transferable. The Client agrees that it will not attempt to transfer or resell digital certificates.
2.7 The Client agrees to promptly inform the Supplier of any changes to the information on the digital certificate or application including but not limited to organisation name or domain name.
2.8 The Supplier is not liable for the actions or omissions of certificate providers.
3. ADDITIONAL TERMS APPLICABLE TO DOMAIN NAMES
3.1 This section applies where the Supplier registers a domain name on behalf of the Client or the Client transfers a domain name to the Supplier in connection with hosting Services. In each case, the Supplier shall be entitled to register the domain name in its own name but will hold the domain name on behalf of the Client.
3.2 Where the Client asks the Supplier to a register a domain name, the Supplier does not guarantee that domain name is available. If requested, the Client must pay the Supplier the applicable registration/renewal fees for the domain name. Domain names cannot be changed or refunded once ordered by the Client.
3.3 The Client agrees to be bound by and comply with all applicable terms and conditions relating to the registration and/or use of the domain names published by the relevant registry, registrar or other relevant authority (including any applicable domain dispute resolution policies). The Supplier is not liable for the acts or omissions of such authorities.
3.4 The Client acknowledges that domain names are subject to deletion after the expiry date. The Client is ultimately responsible for diarising the expiry date, requesting renewal and paying any applicable renewal charges in good time before the expiration date. The Supplier is not obliged to renew domain names if the Client has not requested and paid for renewal before the expiry date. The Client acknowledges that domain names will not necessarily be available for redemption after the expiry date.
3.5 If hosting Services are terminated, the Supplier shall have no further obligations relating to the domain name.
4. ADDITIONAL TERMS APPLICABLE TO SUPPORT/MAINTENANCE
4.1 If applicable, the Supplier’s support service is available only via the contact methods and during Business Hours. Any support is only intended to address configuration and proper use of, or any errors or interruptions arising from, the hosting Service. The Supplier does not commit to any particular response times or outcomes. Any response times given are estimates only and are calculated in Business Hours.
4.2 the Supplier shall not be obliged to supply support:
a) in relation to any Excluded Matters;
b) in relation to faults arising from external or malicious causes such as power surges, acts of God, pests, theft or vandalism and viruses or denial of service attacks; or
c) if any fees are due by the Client to the Supplier in respect of any Services.
4.3 The Supplier may in its discretion provide additional support beyond that expressly provided for but it reserves the right to charge for such additional support at its then current standard rates.
4.4 Unless otherwise agreed in writing, the Supplier’s maintenance service includes making up to ten minor changes to the Website per month . Any additional changes are chargeable at the Supplier’s standard rates.
SCHEDULE 2
GDPR
Definitions
1. In this agreement:
a) “controller”, “processor”, “data subject”, “personal data” and “processing” have the same meanings as set out in Data Protection Laws;
b) “Data” means any personal data of Visitors processed in connection with the Services;
c) “Data Protection Laws” means all applicable data protection and privacy laws, regulations and guidance including guidance or codes of practice issued by the Information Commissioner’s Office (“ICO”) from time to time; and
d) “Visitors” means users of the Website hosted by the Supplier.
Data processing
2. Both parties agree to comply with all applicable requirements of Data Protection Laws.
3. The following are the details of the processing to be carried out by the Supplier in relation to Data:
a) Subject matter: Data of Visitors provided or made available to the Supplier in connection with hosting.
b) Duration of the processing: The period of the relevant Services.
c) Nature and purpose of the processing: To enable the Supplier to supply the Services to the Client.
d) Type of personal data: Identity, contact, transaction, usage, profile and other Data of Visitors collected via the hosted Website.
e) Categories of data subject: Visitors.
f) Obligations and rights of the controller: See below.
4. The Supplier agrees to the following in relation to such Data:
a) to process the Data in accordance with Data Protection Laws (and nothing in this agreement relieves the obligations of the Supplier of its own direct responsibilities and liabilities under Data Protection Laws);
b) to process the Data only so far as is necessary for the purpose of performing the Services;
c) process the Data (including when making international transfers) only in accordance with the Client’s documented instructions (including as set out in this agreement) unless the law requires otherwise in which case the Supplier shall inform the Client before processing (unless the law prohibits the Supplier from so doing);
d) if transferring Data outside the UK or EEA (which you authorise us to do), to comply with any legal basis for transfer including use of applicable standard contractual clauses created by the ICO;
e) not disclose Data to anyone other than ot its employees or agents except insofar as permitted in this agreement and shall ensure that those persons are subject to an obligation of confidentiality in relation to the Data;
f) maintain technical and organisational security measures (including where applicable in relation to encryption, pseudonymisation, resilience of processing systems, backing up personal data in order to be able to reinstate the system and testing) sufficient to comply with the obligations imposed on the Client under Data Protection Laws;
g) not subcontract any processing of Data without the Client’s prior written consent and;
● the Client is deemed to consent to sub-processing by Namecheap, the Supplier’s current upstream host and any other sub-processors listed on the Supplier’s website as of the date of this agreement; and
● the Supplier shall give the Client at least 14 days’ notice in writing of the proposed appointment of any new sub-processor in which case the following shall apply:
i) if the Client does not object within such period, the Client will be deemed to have consented to the appointment of the new sub-processor; and
ii) if the Client does object within such period, the Client is entitled within 14 days of such objection to terminate this agreement to the extent that it relates to services which require the use of the proposed sub-processor;
h) in respect of any sub-processors:
● impose on the sub-processor the same obligations in relation to Data that are imposed on the processor under this agreement; and
● the Supplier remains fully liable to the Client for the performance of the sub-processor’s obligations;
i) take reasonable steps to assist the Client in complying with the Client’s own obligations under Data Protection Laws including:
● responding to subject access requests;
● keeping Data secure;
● notifying data subjects about personal data breaches;
● carrying out any data protection impact assessment (”DPIA”); and
● consulting with the relevant supervisory authority where applicable following a DPIA;
j) on termination of this agreement, at the Client’s option either delete or return all Data to the Client, unless the Supplier is legally required to retain the Data;
k) make available to the Client all information necessary:
● to demonstrate compliance with its obligations relating to Data both in this agreement and under Data Protection Laws; and
● to submit and contribute to audits carried out by the Client or an auditor appointed by the Client; and
l) immediately inform the Client if in its opinion a Client instruction does not comply with Data Protection Laws.
Replacement of this schedule
1) Either party may, at any time on not less than 30 days’ notice, revise this Schedule 2 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the ICO Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).