Terms of Service for Papertrail

These Terms and Conditions ("Conditions") apply between the individual, firm or company named in the Order ("you") and Kit Log Limited trading as Papertrail registered in England and Wales with company number 08553678 ("us/we/our"). Our registered address is at M-Sparc, Menai Science Park, Gaerwen, Anglesey, Wales, LL60 6AG.

These Conditions apply to the purchase of any Services via our Site. If you are a new user of our Services, you will be asked to accept these Conditions by ticking a checkbox during our signup process. If you are an existing user of our Services, we will usually send an invite to you (for example, by email) to accept these Conditions. Once you have accepted these Conditions they will be binding on both you and us.In particular, your attention is drawn to the provisions of clause 11, which contain limitations on our liability.If you do not agree to these Conditions, we will be unable to supply our Services to you and we reserve the right to cancel your signup as a new user or your order for Services if you are an existing user.

In providing the Services, we will comply with our data processing obligations under clause 15. Our Privacy Policy sets out how we will collect, use and store Personal Data (as defined in the Data Protection Legislation) in accordance with the Data Protection Legislation and can be accessed through https://www.papertrail.io/privacy or such other website address as may be notified to you from time to time. Please note that the Privacy Policy may be amended by us from time to time at our sole discretion. You are therefore advised to regularly check the Privacy Policy for changes and to contact us should you have any queries.

1. INTERPRETATION

1. In these Conditions, the following definitions apply:

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"Authorised Users" means your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, as further described in clause 4.2.6;
"Branch Location" means the identifiable location of a branch of your business, as identified in the Order Acceptance (if any);
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Charges" has the meaning set out in clause 8.2;
"Commencement Date" has the meaning set out in clause 2.4;
"Conditions" means these terms and conditions as amended from time to time in accordance with clause 15.8;
"Contract" means the contract between you and us for the supply of Services in accordance with these Conditions;
"Customer Data" means the data inputted by you, or on your behalf, for the purpose of using the Services or facilitating your use of the Services, which may include Personal Data (as defined in the Data Protection Legislation);
"Data Protection Legislation" means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;
"Documentation" means the documentation made available to you by us online via the Site or such other web address notified by us to you from time to time, which sets out a description of the Services and the user instructions for the Services;
"Initial Subscription Period" means the monthly or annual subscription period as set out in the Order Acceptance;
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
"Normal Business Hours" means 9.00 am to 5.00 pm local UK time, on each Business Day;
"Order" means your order for Services placed over the telephone or via the Site;
"Order Acceptance" means our acceptance of your Order, issued to you in writing (including but not limited in electronic form);
"Renewal Period" means the period described in clause 13.1;
"Services" means the subscription services provided by us to you under these Conditions, via the Site or any other website notified to you by us from time to time, in each case as more particularly described in the Documentation;
"Site" means the website from time to time at the domain www.papertrail.io;
"Software" means the online software applications provided by us as part of the Services;
"Subscription Period" means the Initial Subscription Period together with any Renewal Period(s);
"UK Data Protection Legislation" means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation;
"User Subscriptions" the user subscriptions purchased by you pursuant to clause 4 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract;
"Virus" means any thing or device (including any software, code, file or programme) which may:

prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications services, equipment or network or any other such device;
prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or
adversely affect the user experience including worms, Trojan horses, viruses and other similar things or devices.

2. In these Conditions, the following definitions apply:

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a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted;
any phrase introduced by the terms "including", "include", "in particular" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to "writing" or "written" excludes both faxes and emails.

2.ORDER PROCCESS

The Services available on the Site are standard package services, and as such are not suitable for everyone. You acknowledge that you are responsible for ensuring that the Services meet any of your specific requirements, before placing an Order. The display of the Services on the Site is an invitation and not an offer.
You warrant that you are entitled to purchase the Services, and agree that we will be entitled to accept an order from any individual who has apparent authority to place an order on your behalf.
Any Order placed by you constitutes an offer to purchase Services in accordance with these Conditions. An Order is only accepted when we issue an Order Acceptance, at which point and on which date the Contract shall come into existence ("Commencement Date").
The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
Any demonstrations, tutorials, illustrations and descriptive matter contained in our marketing material or on the Site, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
You acknowledge that errors can sometimes occur, and as such we will not be contractually bound to supply Services where there are errors or inaccuracies on the Site, or in any other information including where these errors are also contained in the Order or Order Acceptance.

3. SUPPLY OF SERVICES

We will, during the Subscription Period, supply the Services to you. We agree to use reasonable care and skill in providing the Services to you, but we make no representation or warranty that the Services, the Software, the Third Party Data (as defined in clause 7.2) and/or the Site will be uninterrupted or error free or fit for any particular purpose.
We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
We shall, at our sole discretion:
have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services;
be entitled to temporarily suspend the operation of the Services, the Site and/or the Software for legal or technical reasons, provided that we will endeavour to notify you in advance of such suspension or alteration, but you acknowledge that prior notice may not always be possible; and
be entitled to make changes to the Services or certain parts of the Services where the Services or such part are reliant on third party services which can no longer be obtained by us on reasonable commercial terms (including but not limited to Google API).

4. USER SUBSCRIPTIONS

Subject to the restrictions set out these Conditions, we hereby grant to you a nonexclusive, nontransferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.
In relation to the Authorised Users, you undertake that:
the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number of User Subscriptions which you have purchased from time to time;
all Authorised Users shall be based at the Branch Location;
all Authorised Users will be made aware of, and shall use the Services in accordance with, these Conditions;
you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
each Authorised User shall keep a secure password for use of the Services which shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
you shall maintain a written, up-to-date list of current Authorised Users and provide such list to us immediately on request;
We shall be entitled to audit the Services in order to establish the name and password of each Authorised User from time to time. If any such audit reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights: you shall promptly disable such passwords and we shall not issue any new passwords to any such individual, and if such audit reveals that you have underpaid in respect of the Charges then you shall pay to us an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

5. YOUR OBLIGATIONS

You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services:
that is unlawful, harmful, threatening, violent, defamatory, obscene, infringing, racially or ethnically offensive, sexually explicit;
that facilitates illegal activity, promotes unlawful violence, or is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your access to the Services and to any material that breaches the provisions of this clause.
You shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement, and except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Software;
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
use the Services and/or Documentation to provide services to third parties;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
use any automatic extraction software (such as software tools commonly known as robots and spiders) or any other means to facilitate the downloading or capture of volume quantities of information from us, and shall not transmit or cause to be transmitted any Virus into the Software;
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 4.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
You shall:
ensure that the terms of the Order are complete and accurate;
cooperate with us in all matters relating to the Services;
provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
You undertake and warrant that your use of the Services and the Software, and all Customer Data shall comply with all applicable laws and codes of practice and shall not be defamatory, discriminatory or otherwise objectionable and shall not infringe any copyright, trade mark or rights of any third party.
You undertake and warrant that you hold all necessary consents and licences (including but not limited to any consents required under the Data Protection Legislation) to use and grant us the right to use the Customer Data as envisaged by these Conditions.
If our performance of any of our obligations under the Contract is prevented or delayed by your act or omission or failure by you to perform any relevant obligation ("Customer Default"), then:
we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations;
we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 5.7; and
you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

6. UPLOAD OF CUSTOMER DATA

You shall upload the Customer Data to the Site in a format compatible with any technical specifications, and any other specifications issued by us from time to time.
You either own all right, title and interest in and to all of the Customer Data or have the necessary consents to upload that Customer Data to the site (as referred to in clause 5.6 above). You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
We will follow our archiving procedures for Customer Data as set out in our backup policy, as amended by us at our sole discretion from time to time. A copy of our current backup policy is available on request. You acknowledge that in the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by us in accordance with the archiving procedure described in our then current backup policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties subcontracted by us to perform services related to Customer Data maintenance and backup).
To the extent that the Customer Data contains any Personal Data, we shall collect, use and store that personal data in accordance with clause 15 and our Privacy Policy, as referenced at the start of these Conditions.

7. THIRD PARTY PROVIDERS

You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and obtain services and additional data from, third parties via third-party websites and that you do solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any agreement entered into by you, with any such third party. Any agreement entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.
You acknowledge that we may source data from third parties (such as product manufacturers) which is provided or made available to you in connection with the Services (“Third Party Data”). We make no representation or commitment that the Third Party Data is accurate, complete or up to date. It is your responsibility to ensure that any Third Party Data used or relied on by you is accurate, complete and up to date including, without limitation, when any Third Party Data is used or relied on by you to comply with your legal obligations. We shall have no liability or obligation whatsoever in relation to your use of or reliance on any Third Party Data.

8. CHARGES AND PAYMENT

The subscription fees for each different package of our services are as set out from time to time on the Site, and are given in pounds sterling.
The price for the Services which you Order will be as set out in our Order Acceptance, subject to adjustment in accordance with these Conditions ("Charges"). You shall pay the Charges to us in accordance with this clause 8 in pounds sterling, unless we agree in writing (at our sole discretion) that payment may be made in a different currency.
You shall on the Commencement Date provide us with valid, up-to-date and complete credit card details or approved purchase order information, in a form acceptable to us and any other relevant valid, up-to-date and complete contact and billing details, and:
if you provide credit card details to us, you hereby authorise us to bill such credit card on the Commencement Date for the Charges payable in respect of the Subscription Period, and subject to clause 13, on each anniversary of the Commencement Date for the Charges payable in respect of the relevant Renewal Period;
if you provide approved purchase order information to us, we shall invoice you on the Commencement Date for the Charges payable in respect of the Subscription Period; and subject to clause 13, on each anniversary of the Commencement Date for the Charges payable in respect of the relevant Renewal Period, and you shall pay each invoice within 30 days after the date of such invoice.
If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies
we may, without liability to you, disable your passwords, accounts and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement are noncancellable and nonrefundable and are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
We shall be entitled to increase the Charges, such increase to take effect at the start of each Subscription Period, provided that we have given you at least 90 days' prior written notice, and the Charges shall be deemed to have been amended accordingly.

9. PROPRIETARY RIGHTS

You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Documentation, the Services and the Software. Except as expressly stated herein, the Contract does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Documentation, the Services or the Software.
We confirm that we have all the rights in relation to the Documentation, the Services and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.

10. CONFIDENTIALITY

A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agentsor subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

This clause 11 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you:
arising under or in connection with the Contract;
in respect of any use made by you of the Services and Software or any part of them; and
in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract
Except as expressly and specifically provided in these Conditions:
you assume sole responsibility for results obtained from the use of the Services and the Software by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
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 this Contract; and
the Services and the Software are provided to you on an "as is" basis.
Nothing in this Contract excludes our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
Subject to clause 11.2 and clause 11.3:
we 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 (and whether direct or indirect) 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 this Contract; and
our aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Charges paid for the Services during the 12 months immediately preceding the date on which the claim arose.

12. INDEMNITY

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
your use of the Services, the Software, the Third Party Data (as defined in clause 7.2) and/or the Documentation;
any claim made against us by a third party for actual or alleged infringement of the Data Protection Legislation, save where such claim wholly relates to our actions or omissions as a Data Processor in respect of the Customer Data;
any claim made against us by a third party arising out of your use of the Services, the Software, the Third Party Data and/or the Documentation; or
your breach or negligent performance, or nonperformance of the Contract.

13. TERMINATION

The Contract shall continue for the Initial Subscription Period, and thereafter the Contract shall be automatically renewed for successive periods equal to the Initial Subscription Period ("Renewal Period"), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Period or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period.
Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
you fail to pay any amount due under this Contract on the due date for payment;
you commit a material breach of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days being notified in writing of the breach;
you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 or section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or your solvent reconstruction;
any of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
any event occurs or proceeding is taken with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3 to clause 13.2.9 (inclusive); or
you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business.
Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if we consider that any of your acts or omissions, whether or not a breach of these Conditions, has or might reasonably cause damage to our goodwill, reputation or credibility.
Without limiting its other rights or remedies, we shall have the right to terminate the Contract by giving you 3 months' written notice.
Without limiting our other rights or remedies, we shall have the right to suspend provision of the Services under the Contract or any other contract between us and if you become subject to any of the events listed in clause 13.2.3 to clause 13.2.9 (inclusive) or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.

14. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:
you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
save as required to extract data pursuant to clause 14.1.4, all licences granted under the Contract shall immediately terminate;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
within 10 days of the effective date of termination of the Contract you shall extract all of the Customer Data from your account and shall permanently delete all account details and access passwords for the Services;
we may destroy or otherwise dispose of any of the Customer Data in our possession that we no longer reasonably require, unless we receive, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to you of the then most recent backup of the Customer Data. We shall use reasonable commercial endeavours to deliver the backup to you within 30 days of receipt of such a written request, in a format determined by us (for example JSON or XML), provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination or expiry). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and
clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 15, Applicable Laws means (for so long as and to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor of any Personal Data that we may collect from you under this Contract (where Data Controller, Data Processor and Data have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of clause 15.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Contract.
Without prejudice to the generality of clause 15.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Contract:
process that Personal Data only on your written instructions, unless we are required by Applicable Laws to otherwise process that Personal Data. Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws (unless those Applicable Laws prohibit us from so notifying you);
ensure that we have in place appropriate technical and organisational measures 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 our 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 us);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
we or you have provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
we comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
we comply with your reasonable instructions with respect to the processing of the Personal Data;
assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify you without undue delay on becoming aware of a Personal Data breach;
at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate our compliance with this clause 15.
We shall only instruct a third party processor of your Personal Data with your consent.

16. GENERAL

Force majeure: We shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract, or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including without limitation, strikes, lockouts or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Assignment: We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
Notices:
Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action.
Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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