Customer Data. 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up). 5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. 5.4. If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case: 5.4.1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf; 5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; 5.4.3. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and 5.4.4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 5.1. 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier 4.2 Siemens shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy Data Management Principles for Stratos document available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legalor such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Siemens in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Siemens to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Siemens in accordance with the archiving procedure described in its Back- Up Policy. The Supplier shall not be responsible Data Management Principles for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up)Stratos document.
5.3. The Supplier 4.3 Siemens shall, in providing the Services, comply with its Privacy and Security Policy Principles for Stratos document relating to the privacy and security of the Customer Data available as a pdf at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Footer/Legal or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Siemens in its sole discretion.
5.4. 4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 Siemens shall own the Siemens Data. During the Subscription Term, the Customer shall have access to the Siemens Data. At the end of the Subscription Term the Customer shall return to Siemens all the Siemens Data.
Appears in 2 contracts
Sources: Stratos System Agreement, Stratos Subscription Agreement
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The customer being a contractor of DSA Airport, the customer shall not own the rights, title and interest in and to the Data which belongs to DSA Airport.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legalitylegality , reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Back- Up the relevant Service Level Agreement or the Supplier’s Hosting Policy available at such website address (as may be notified applicable). The Supplier may, without obligation to the Customer from time to timeCustomer, make such additional backup or archiving arrangements as such document may be amended by the Supplier in its sole discretion from time to time. it sees fit.
5.3 In the event of any loss or damage to Customer DataData during the Licence Term, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policythe relevant Service Level Agreement or the Supplier’s Hosting Policy (as applicable).
5.4 The Supplier shall not be required to maintain, back-up, protect or retrieve any Customer Data after the expiry of the Licence Term.
5.5 If the Customer utilises the customer service icon provided within the Software, the Customer acknowledges that any Customer Data uploaded via such service will be subject to the relevant third-party supplier’s security policy. The Supplier currently utilises the Fresh Desk application. For a copy of the Fresh Desk Security Policy see ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/security. The Supplier accepts no liability for any Customer Data transferred through the customer service icon provided within the Software.
5.6 The Supplier shall not be responsible for any loss, loss suffered by the Customer as a result of or arising from the destruction, alteration alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except those third parties sub- contracted by and to the extent that the Supplier is entitled to perform services related recover and has so recovered an amount (net of the costs of recovery) equal to Customer Data maintenance and back-up)such loss from the relevant third party.
5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.7 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreementthese Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer undertakes to comply with all the requirements of the Data Protection ▇▇▇ ▇▇▇▇ in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these Terms and Conditions of Use on the Customer's behalf;
5.4.2. (c) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, processing and transfer as required by all applicable data protection legislation;
5.4.3. (e) the Supplier shall process the personal data only in accordance with the terms these Terms and Conditions of this agreement Use and any lawful instructions reasonably given by the Customer from time to time; and;
5.4.4. (f) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage; and
(g) the Customer shall make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.8 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with the Supplier 's processing of personal data on the Customer's behalf when performing its obligations under these Terms and Conditions of Use, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Appears in 2 contracts
Sources: Software License Agreement, Software License Agreement
Customer Data. 5.1. 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the such archiving procedure described in its Back- Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 4.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Data Protection Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 4.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at such website address as may be notified to the Customer from time to time, ▇▇▇▇://▇▇▇▇▇▇▇.▇▇/GDPR/security-and-data- protection/servers-security#a174 as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇/staffwise_privacy.pdf or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. The client will be notified 30 days before any amends.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored temporarily outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 2 contracts
Sources: Services Agreements, Software Subscription Agreement
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at ▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timetime the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 The Supplier and the Customer shall comply with their respective obligations as set out in Schedule 4 of this Agreement
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. 5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicyESC Cloud Database. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-upthe upkeep of the ESC Cloud Database).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy privacy policy relating to the privacy and security of the Customer Data available at on the ESC Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 By agreeing to these Terms and Conditions the Customer agrees to the Suppliers Privacy Policy.
5.5 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. 5.5.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
5.5.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. 5.5.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. 5.5.4 the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. 5.5.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: User Account Agreement
Customer Data. 5.1. 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 4.2 The Supplier shall follow its standard archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the its standard archiving procedure described in its Back- Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.34.3 The Customer acknowledges that the Supplier does not, as part of its operations in providing the Services, collect personal data for its own purposes. The All data collected as a result of the use of the Services is stored anonymously by the Supplier. However, the Supplier shall, in providing the Services, comply with its Privacy legal and Security Policy statutory obligations relating to the privacy and security of any personal data provided by the Customer Data available at such website address as Customer’s service users. Anonymised data may be notified to the Customer from time to time, as such document may be amended from time to time used by the Supplier in to improve its sole discretionservices or for general dissemination of anonymised analysis to the relevant industry and to Customers.
5.4. 4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreementobligations, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Supplier's other obligations;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement these terms on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with these terms, the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Terms and Conditions
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.25.2 A [ ] data backup strategy will be implemented to ensure availability of data. Data backups shall only be kept for up to [ ] days. Any data loss can be recovered by restoration of backups within the [ -day] retention period. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address far as may be notified to possible perform the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timerestoration within [ ] hours upon request. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicySupplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion5.3 [Not used.]
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. 5.4.1 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
5.4.2. 5.4.2 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. 5.4.3 the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. 5.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Software as a Service (Saas) Subscription Agreement
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at ▇▇▇▇-▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timetime the current version of which is set out at Schedule 3 of this Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (c) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: General Terms & Conditions
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at such website address as may be notified to the Customer from time to time, ▇▇▇▇://▇▇▇▇▇▇▇.▇▇/GDPR/security-and-data- protection/servers-security#a174 as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇/staffwise_privacy.pdf or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. The client will be notified 30 days before any amends.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. , the Customer Supplier’s processing activities shall ensure that the Customer is entitled be subject to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier shall process the personal data only in accordance with the terms of the separate data processing agreement to be entered into between the parties on or around the Effective Date of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damageagreement.:
Appears in 1 contract
Customer Data. 5.1. 4.1 The Customer CUSTOMER shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The CUSTOMER hereby grants to the SUPPLIER an irrevocable worldwide, royalty free licence to use Customer Data for the provision of the Services and otherwise in accordance with the terms of this agreement.
5.2. 4.2 The Supplier SUPPLIER shall follow its archiving procedures for Customer Data as set out in its Back- Up Information Governance and Data Protection Policy available at such website address and Privacy Policy, each as may be notified to the Customer amended from time to time. The SUPPLIER’S policy and related procedures are fully compliant with the UK’s Data Protection legislation, and if the SUPPLIER becomes aware of any non-compliance, it agrees to inform the CUSTOMER as such document may be amended by the Supplier in its sole discretion from time to timesoon as reasonably practicable. In the event of any loss or damage to Customer Data, the CustomerCUSTOMER's sole and exclusive remedy shall be for the Supplier SUPPLIER to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier SUPPLIER in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier SUPPLIER shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier SUPPLIER to perform services related to Customer Data CUSTOMER maintenance and back-up).
5.3. 4.3 The Supplier SUPPLIER shall, in providing the Services, comply with its Privacy Information Governance and Security Data Protection Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇ or such other website address as may be notified to the Customer CUSTOMER from time to time, as such document may be amended from time to time by the Supplier SUPPLIER in its sole discretion.
5.4. 4.4 If the Supplier SUPPLIER processes any personal data (as defined in the GDPR 2018) on the Customer's CUSTOMER’s behalf when performing its obligations under this agreement, agreement then the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. the Customer SUPPLIER shall ensure that compliance with the Customer is entitled to transfer requirements of the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. , the Supplier shall process General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the personal data only in accordance with the terms of this agreement Data Protection Act 2018 (“DPA 2018”) (and any lawful instructions reasonably given by the Customer statutory modification or re-enactment thereof from time to time; andtime in force) in respect of any personal data supplied to the SUPPLIER by the CUSTOMER:
5.4.4. each party shall take appropriate technical and organisational measures against unauthorised 4.5 The CUSTOMER acknowledges that the SUPPLIER may monitor the CUSTOMER’s or unlawful processing its sub-licencees’ use of the personal Services for its own purposes (including, without limitation, for purposes of monitoring levels of activity and for purposes of maintaining the functional and operational integrity of the Smart Phone App and for purposes of complying with applicable laws and regulations) and the SUPPLIER may use anonymised Customer Data for commercial and/or research purposes and/or to analyse how the Services are used. For example, to assist in making statements such as (without limitation) “average users use the Software [x] times a week” or “we have [x] users in Devon”. The SUPPLIER will not use personally identifiable data or its accidental loss, destruction or damagewithout the express prior written permission of the CUSTOMER.
Appears in 1 contract
Sources: Organisational Licence Agreement
Customer Data. 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 6.1 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- [Back-Up Policy Policy] available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/support/home or such other website address as may be notified to the Customer from time to time], as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- [Back-Up Policy]. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 6.2 The Supplier shall, in providing the Services, comply with its [Privacy and Security Policy Policy] relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/support/home or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 6.3 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementFramework Agreement, the parties Parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. 6.3.1 The Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Framework Agreement;
6.3.2 The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Framework Agreement on the Customer's ’s behalf;
5.4.2. 6.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. 6.3.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Framework Agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. 6.3.5 each party Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Master Services Agreement
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier 5.2 Yotta shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Yotta in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Yotta to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Yotta in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier ▇▇▇▇▇ shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier Yotta to perform services related to Customer Data maintenance and back-up).
5.3. The Supplier 5.3 Yotta shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Yotta in its sole discretion.
5.4. 5.4 If the Supplier Yotta processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Yotta shall be a data processor and in any such case:
5.4.1. 5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored within the EEA or the country where the Customer and the Authorised Users are located inorder to carry out the Services and Yotta's other obligations under this agreement;
5.4.2 the Customer shall ensure that the Customer it complies with its obligations under applicable Data Protection Legislation and that it is entitled to transfer the relevant personal data to the Supplier Yotta so that the Supplier ▇▇▇▇▇ may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. 5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislationData Protection Legislation;
5.4.3. the Supplier 5.4.4 Yotta shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to timeprovisions of applicable Data Protection Legislation; and
5.4.4. 5.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.18.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer DataData and its ability to use the Customer Data in accordance with the Data Protection Legislation.
5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time8.2. In the event of any loss or damage to any Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Sandgate Systems to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicySandgate Systems. The Supplier Sandgate Systems shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up)or a force majeure event as described in clause 18.
5.38.3. The Supplier Sandgate Systems shall, in providing the Services, comply with its Privacy and Security Policy GDPR compliance statement relating to the privacy and security of the Customer Data available at on the Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Sandgate Systems in its sole discretion.
5.48.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. Page26
8.5. If the Supplier Sandgate Systems processes any personal data on the Customer's or any User’s behalf when performing its obligations under this agreementthe Contract, the parties record their intention that the Customer (or the relevant User) shall be the data controller and the Supplier Sandgate Systems shall be a data processor processor. In particular, and in any such case:
5.4.1. without limitation, as between Sandgate Systems and the Customer shall ensure that the Customer is responsible for determining what, if any, personal data will be processed using the Software and for ensuring that it has a legal basis for doing so.
8.6. The Customer shall ensure:
8.6.1. that they are entitled to transfer the relevant personal data to the Supplier Sandgate Systems so that the Supplier Sandgate Systems may lawfully use, process and transfer the personal data in accordance with this agreement these Conditions on the Customer's or the User’s behalf;; and
5.4.28.6.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, of such use, processing, and transfer as required by all applicable data protection legislationthe Data Protection Legislation;
5.4.38.6.3. that it reviews and manages retention policies for personal data processed using the Supplier shall Software and Services.
8.7. Without prejudice to the generality of clause 8.4, Sandgate Systems shall, in relation to any personal data processed in connection with the performance by Sandgate Systems of its obligations under this agreement:
8.7.1. process the that personal data only in accordance with on the terms written instructions of the Customer unless Sandgate Systems is required by the laws of any member of the European Union or by the laws of the European Union applicable to Sandgate Systems to process personal data (Applicable Laws). Where Sandgate Systems is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Sandgate Systems shall promptly notify the Customer of this agreement and any lawful instructions reasonably given before performing the processing required by the Customer Applicable Laws unless those Applicable Laws prohibit Sandgate Systems from time to time; andso notifying the Customer;
5.4.48.7.2. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing not transfer any such personal data outside of the personal data or its accidental loss, destruction or damage.European Economic Area and the United Kingdom unless the following conditions are fulfilled:
Appears in 1 contract
Sources: General Terms and Conditions
Customer Data. 5.1. 6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier 6.2 Iplicit shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier Iplicit in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's ’s sole and exclusive remedy shall be for the Supplier Iplicit to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Iplicit in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier Iplicit shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3. The Supplier 6.3 Iplicit shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Iplicit in its sole discretion.
5.4. 6.4 If the Supplier Iplicit processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Iplicit shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Iplicit’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Iplicit so that the Supplier Iplicit may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier (d) Iplicit shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. For the avoidance of doubt, the Company shall have no right or interest in the Customer Data.
5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. 5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicyCompany. The Supplier Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3. 5.3 The Supplier shall, in providing Company shall use commercially reasonable endeavours to maintain the Services, comply with its Privacy and Security Policy relating to the privacy and security confidentiality of the Customer Customer’s Data available at such website address as may be notified to and shall not disclose or use this without the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretionCustomer’s express consent.
5.4. 5.4 If the Supplier Company processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Company shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Services and the Company’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier Company so that the Supplier Company may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier Company shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.5 Upon termination of the Agreement for whatever reason, the Customer shall be entitled to an export of the Customer Data then held by the Company.
Appears in 1 contract
Sources: Subscription Agreement
Customer Data. 5.1. 4.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out described in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeSchedule 4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy Supplier shall be for the Supplier to use reasonable commercial best endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicySchedule 4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 4.3 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's ’s behalf;
5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (b) the Supplier shall process the personal data only in accordance with the terms of this agreement agreement, the Privacy and Data Protection Legislation and any lawful instructions reasonably given by the Customer from time to time; andtime (the "Authorised Purpose");
5.4.4. (c) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage; and
(d) the Supplier shall indemnify and keep indemnified the Customer against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach by the Supplier of this clause.
Appears in 1 contract
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-back- up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: License Agreement
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeService Definition. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policythe Service Definition. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services specifically related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy at Schedule 5 relating to the privacy and security of the Customer Data available at such website address as may be notified to the Customer from time to timeData, as such document may be amended from time to time by the Supplier in its sole discretionagreement with the accreditor of the RMADS referred to in Schedule 5.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) personal data may only be stored in the UK without prejudice to the ability of the Authorised Users to access such data from anywhere in the world;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Customer Data. 5.1. 9.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The 9.2 In relation to Services which involve the Supplier shall follow its archiving procedures for storing Customer Data as set out and in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data from is secure and backed up and that the latest back-up of such Customer has electronic access to the Customer Data maintained stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3 On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance with to the archiving procedure described extent set out in its Back- Up Policy. the applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 9.5 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to available on the privacy and security of the Customer Data available at smartCLOUD Website or such other website address as may be notified to the Customer from time to time, as time and such document policy may be amended from time to time by the Supplier in its sole discretion.
5.4. 9.6 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. 9.6.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
5.4.2. 9.6.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. 9.6.4 the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. each party 9.6.5 the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 5.1. 4.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 4.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at the website assigned to the Customer by the Supplier, or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 4.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the state where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational organizational measures against unauthorised unAuthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Software License & Service Agreement
Customer Data. 5.1. 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data (or have an appropriate licence to use such rights where the Customer relates to an End User) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier 5.2 Causeway shall follow its archiving procedures for Customer Data as set out in its Back- Back-Up Policy available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier ▇▇▇▇▇▇▇▇ in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier Causeway to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier Causeway in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier Causeway shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier Causeway to perform services related to Customer Data maintenance and back-up).
5.3. The Supplier 5.3 Causeway shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier Causeway in its sole discretion.
5.4. 5.4 If the Supplier Causeway processes any personal data on the Customer's (or an End User’s) behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier Causeway shall be a data processor and in any such case:
5.4.1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Customer Data. 5.1. 3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier 3.2 Orpheus shall follow its archiving procedures for Customer Data and the Analytical Data as set out in its Back- Back-Up Policy available at ▇▇▇▇▇://▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier ▇▇▇▇▇▇▇ in its sole discretion from time to time. In the event of any loss or damage to Customer Data or Analytical Data, the Customer's sole and exclusive remedy shall be for the Supplier Orpheus to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Analytical Data from the latest back-up of such Customer Data or Analytical Data maintained by the Supplier Orpheus in accordance with the archiving procedure described in its Back- Back-Up Policy. The Supplier Orpheus shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier Orpheus to perform services related to Customer Data maintenance and back-back- up).
5.3. The Supplier 3.3 Orpheus shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier ▇▇▇▇▇▇▇ in its sole discretion.
5.4. 3.4 If the Supplier Orpheus processes any personal data Personal Data on the Customer's behalf when performing its obligations under this agreement▇▇▇▇, the parties record their intention that the Customer shall be the data controller and the Supplier Orpheus shall be a data processor processor.
3.5 Orpheus shall comply with all Data Protection Laws (which apply to it in its capacity as a data processor) in connection with the processing of Personal Data in respect of the delivery of the Services and the exercise and performance of its rights and obligations under this Agreement.
3.6 The Customer shall comply with all Data Protection Laws (which apply to it in any such caseits capacity as a data controller) in connection with the processing of Personal Data in respect of the exercise and performance of its rights and obligations under this Agreement, and to enable Orpheus to deliver the Services.
3.7 Instructions and details of processing - Insofar as Orpheus processes Personal Data on behalf of the Customer:
5.4.1. the Customer 3.7.1 unless required to do otherwise by applicable laws, Orpheus shall (and shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier shall each person acting under its authority shall) process the personal data Personal Data only on and in accordance with the terms of Customer’s documented instructions as set out in this agreement clause 3 and any lawful instructions reasonably given by the Customer Schedule 2 (Data Processing Details), and as updated from time to timetime by the written agreement of the parties (Processing Instructions); and
5.4.4. each party 3.7.2 if any applicable laws require it to process Personal Data other than in accordance with the Processing Instructions, Orpheus shall notify the Customer of any such requirement before processing the Personal Data (unless any of the applicable laws prohibit such information on important grounds of public interest).
3.8 Technical and organisational measures - Orpheus shall implement and maintain, at its cost and expense (taking into account those factors which it is entitled to take into account pursuant to the Data Protection Laws) appropriate technical and organisational measures against unauthorised in relation to the processing of Personal Data by ▇▇▇▇▇▇▇:
3.8.1 so as to ensure a level of security in respect of the Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and
3.8.2 without prejudice to clause 3.11, insofar as is possible, to assist the Customer in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Personal Data.
3.9 Using staff and other processors - Orpheus shall not engage another Data Processor for carrying out any processing activities in respect of the Personal Data without the Customer’s prior written consent. The Customer consents to the processing of Personal Data by the personal data Authorised Reseller in accordance with the Data Processing Instructions.
3.10 Orpheus shall ensure that all Orpheus personnel processing Personal Data:
3.10.1 are subject to obligations of confidentiality which apply, generally or specifically, to the Personal Data; and
3.10.2 are reliable and have received appropriate training on compliance with the Data Protection Laws.
3.11 Assistance with Customer’s Compliance with Data Subject Rights - Orpheus shall:
3.11.1 record and then refer all Data Subject Requests it receives to the Customer, without undue delay;
3.11.2 provide such assistance to the Customer as the Customer reasonably requests in relation to a Data Subject Request; and
3.11.3 not respond to any Data Subject Request or Complaint without the Customer’s prior written approval.
3.12 Without prejudice to clause 3.11 Orpheus shall, at its accidental losscost and expense, destruction or damageprovide such assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and
3.12.1 security of processing;
3.12.2 Data Protection Impact Assessments (as such term is defined in the Data Protection Laws);
3.12.3 prior consultation with a Supervisory Authority regarding high risk processing.
Appears in 1 contract
Sources: End User License Agreement (Eula)
Customer Data.
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy (available at such website address as may be notified to the Customer from time to time), as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policyabove. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-back- up).
5.3. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy privacy policy relating to the privacy and security of the Customer Data available at [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. If the Supplier processes Processes any personal data Personal Data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller Data Controller and the Supplier shall be a data processor Data Processor and in any such case:case:
5.4.1. the Supplier shall not transfer any Personal Data outside of the United Kingdom without the prior written consent of the Customer;
5.4.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data Personal Data to the Supplier so that the Supplier may lawfully use, process Process and transfer the personal data Personal Data in accordance with this agreement on the Customer's behalf;
5.4.25.4.3. the Customer shall ensure that the relevant third parties have been informed of, and where appropriate have given their consent to, such use, processingProcessing, and transfer as required by all applicable data protection legislationData Protection Legislation;
5.4.35.4.4. the Supplier shall process Process the personal data Personal Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and;
5.4.45.4.5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing Processing of the personal data Personal Data or its accidental loss, destruction or damage;
5.4.6. the Supplier shall ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
5.4.7. the Supplier shall ensure at all times it has in place appropriate technical and organisational measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction or damage to the Personal Data and to enable the Customer to comply with its obligations under Article 32 of the GDPR;
5.4.8. the Supplier shall not engage another sub Data Processor to undertake any Processing of any Personal Data without the prior written authorisation of the Customer. Where such authorisation is granted by the Customer, the Supplier shall ensure that it enters into a contract with that sub Data Processor on the same or equivalent terms as are set out in this clause 5.4;
5.4.9. the Supplier shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to Subject Access Requests, as well as providing all assistance and cooperation as the Customer may require to investigate or deal with any such Subject Access Requests;
5.4.10. insofar as this is possible given the nature of Processing and the information available to the Supplier, the Supplier shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR;
5.4.11. the Supplier shall notify the Customer of any Personal Data Breach within 24 hours of its occurrence, along with all supporting facts and information sufficient to allow the Customer to make any required report(s) to any relevant Data Subjects, the Information Commissioner or other regulatory or governmental body or bodies to which it is subject;
5.4.12. at the choice of the Customer, the Supplier shall delete or return all the Personal Data to the Customer after the end of the provision of Services, and delete existing copies, unless the Supplier has a statutory duty to retain that Personal Data; and
5.4.13. the Supplier shall make available to the Customer, following a request for such, all information necessary to demonstrate compliance with the obligations laid down in the Data Protection Legislation and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
5.5. The provisions of this clause 5 shall apply during the continuance of the agreement and indefinitely after its termination.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer Data. 5.19.1. The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.29.2. The In relation to Services which involve the Supplier shall follow its archiving procedures for storing Customer Data as set out and in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore ensure that the lost or damaged Customer Data from is secure and backed up and that the latest back-up of such Customer has electronic access to the Customer Data maintained stored by the Supplier to retrieve or manipulate at any time. If the Customer has no access to the Customer Data electronically, the Supplier shall, upon the Customer’s request grant such access necessary to retrieve/manipulate Customer Data within 7 working days from the request. In the event that the Customer requires Customer Data on physical media, the Customer can raise a request and the Supplier will apply reasonable endeavours to assist the Customer with the physical retrieval of Customer Data.
9.3. On the billing anniversary following the termination date of a Service which involves the storing or hosting of Customer Data by the Supplier, all Customer Data held within the Service shall cease to be available to the Customer to access. Any Customer Data will be retained in accordance with to the archiving procedure described extent set out in its Back- Up Policythe applicable Service Option and can be retrieved by the Supplier (and then provided to the Customer in the format reasonably required) through the submission of a request to the Supplier by email.
9.4. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.39.5. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to available on the privacy and security of the Customer Data available at InsightCloud Website or such other website address as may be notified to the Customer from time to time, as time and such document policy may be amended from time to time by the Supplier in its sole discretion.
5.49.6. If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.19.6.1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this Agreement;
9.6.2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement Agreement on the Customer's behalf;
5.4.29.6.3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.39.6.4. the Supplier shall process the personal data only in accordance with the terms of this agreement Agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.49.6.5. each party the Supplier shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Software Services Agreement
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇▇▇://▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier Customer will not have any access to any Customer Data during a suspension or following termination of this agreement.
5.3 CHL shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document procedure may be amended by the Supplier CHL in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier CHL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up PolicyCHL. The Supplier CHL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back-up)party.
5.3. The Supplier 5.4 CHL shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier CHL in its sole discretion.
5.4. 5.5 If the Supplier CHL processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier CHL shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and CHL’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier CHL so that the Supplier CHL may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. the Supplier (d) CHL shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract
Sources: Cloud Terms of Service
Customer Data. 5.1. 5.1 The Customer shall own all rightrights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. 5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at such website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to timeData. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back- Up Policyprocedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub- sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. 5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at the website assigned to the Customer by the Supplier, or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4. 5.4 If the Supplier processes any personal data on the Customer's ’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1. (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the state where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
5.4.2. (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.3. (d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
5.4.4. (e) each party shall take appropriate technical and organisational organizational measures against unauthorised unAuthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
Appears in 1 contract