Common use of Background and Scope Clause in Contracts

Background and Scope. This Part 2 of this Agreement sets out the general terms and conditions relating to inter-Party Data Processing Activities which the Parties agree to meet. Part 1 of the Agreement sets out the specific details of what each Party has agreed to in respect of any intended inter-Party Processing of Personal Data. The Parties agree that no Party will access or otherwise Process Personal Data that solely relates to any other Party’s individual Processing purpose, which is outside of the scope of the Processing set out in Part 1 of the Agreement. To the extent that any other agreement between the Parties in relation to these Data Processing activities contains any provisions which govern the Processing of Personal Data by the Parties, the Parties agree and acknowledge that the provisions of this Agreement shall prevail in the event of any conflict or inconsistency. Data Protection Legislation requires that “[w]here two or more controllers jointly determine the purposes and the means of Processing they shall be joint controllers.” It also requires that Joint Controllers determine their respective responsibilities for compliance “…in a transparent manner…by means of an arrangement between them…” This Agreement meets the requirement of having an arrangement. All Parties shall meet the additional transparency requirements under clause 13. IT IS AGREED as follows: The following definitions shall apply in this Agreement: Commencement Date means between any two Parties or more the date from which the last of those Parties have signed this Agreement in respect of any Data Processing Activities (or such other date as those Parties may agree);