Common use of PROCESSING RELEVANT DATA Clause in Contracts

PROCESSING RELEVANT DATA. 2.1. The parties acknowledge that, for the purposes of the Agreement, you are the controller and we are the processor of the Relevant Data. Details of the processing of Relevant Data we shall carry out for you are set out in Schedule 1 (Specification of processing), which you agree that you have checked and confirmed as correct or have changed as necessary to reflect the processing of Relevant Data under the Agreement. If you have changed Schedule 1 (Specification of processing), it is your responsibility to provide it to us and to agree the changes with us before you enter into the Agreement. The parties may update Schedule 1 (Specification of processing) during the term of the Agreement, in accordance with the Agreement or by mutual written agreement, to reflect changes in processing or for other reasons. Each updated version shall form part of the Addendum. 2.2. You warrant and represent that: 2.2.1. you will comply, and will ensure that your instructions for the processing of Relevant Data will comply, with Data Protection Laws; 2.2.2. you are authorised by the relevant data subjects, or are otherwise permitted pursuant to Data Protection Laws, to disclose the Relevant Data to us; 2.2.3. you will, where necessary, and in accordance with Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to data subjects in order for: (i) you to disclose the Relevant Data to us; and (ii) us to process the Relevant Data for the purposes set out in the Agreement and this Addendum and in accordance with Data Protection Laws; and 2.2.4. your instructions to us and/or to any Sub-processor(s) relating to processing of Relevant Data will not put us or any Sub-processor(s) in breach of Data Protection Laws. 2.3. You acknowledge and agree that we may be required or permitted by European Law to disclose certain personal data or other information relating to you, the Services and/or the Agreement to third parties. We may also be required by European Law to process the Relevant Data other than on your documented instructions under paragraph 3.1.1. If that happens, we will inform you of that legal requirement before the processing, unless that legal requirement or law prohibits us from doing so on important grounds of public interest. Where we are prohibited from informing you of the legal requirement, and/or where we are subject to an ongoing legal requirement to process, you give us general authorisation and consent to carry out that processing without your specific authorisation or consent. Just to be clear, that authorisation/consent is from you as a business Customer: it is not consent from you as an individual under the GDPR. 2.4. Where we assist you with your compliance with data protection requirements or where we otherwise assist you under or pursuant to this Addendum, we reserve the right to charge you on the basis of our standard applicable pricing. In addition you will be responsible for the cost of engaging any third-party auditor you wish to commission to conduct an audit. You will reimburse us for all additional costs and liabilities incurred by us resulting from any failure or delay(s) by you to comply with your obligations under this Addendum. Nothing in this paragraph 2.4 shall affect our rights to charge you under the Agreement.

PROCESSING RELEVANT DATA. 2.1. The parties acknowledge that, for the purposes of the Agreement, you are the controller and we are the processor of the Relevant Data. Details of the processing of Relevant Data we shall carry out for you are set out in Schedule 1 (Specification of processing), which you agree that you have checked and confirmed as correct or have changed as necessary to reflect the processing of Relevant Data under the Agreement. If you have changed Schedule 1 (Specification of processing), it is your responsibility to provide it to us and to agree the changes with us before you enter into the Agreementcorrect. The parties may update Schedule 1 (Specification of processing) during the term of the Agreement, in accordance with the Agreement or by mutual written agreement, to reflect changes in processing or for other reasons. Each updated version shall form part of the Addendum. 2.2. You warrant and represent that: 2.2.1. you will comply, and will ensure that your instructions for the processing of Relevant Data will comply, with Data Protection Laws; 2.2.2. you are authorised by the relevant data subjects, or are otherwise permitted pursuant to Data Protection Laws, to disclose the Relevant Data to us; 2.2.3. you will, where necessary, and in accordance with Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to data subjects in order for: (i) you to disclose the Relevant Data to us; and; (ii) us to process the Relevant Data for the purposes set out in the Agreement and this Addendum and in accordance with Data Protection Laws; and 2.2.4. your instructions to us and/or to any Sub-processor(sProcessor(s) relating to processing of Relevant Data will not put us or any Sub-processor(s) in breach of Data Protection Laws. 2.3. You acknowledge and agree that we may be required or permitted by European Law to disclose certain personal data or other information relating to you, the Services and/or the Agreement to third parties. We may also be required by European Law to process the Relevant Data other than on your documented instructions under paragraph 3.1.13. 1.1. If that happens, we will inform you of that legal requirement before the processing, unless that legal requirement or law prohibits us from doing so on important grounds of public interest. Where we are prohibited from informing you of the legal requirement, and/or where we are subject to an ongoing legal requirement to process, you give us general authorisation and consent to carry out that processing without your specific authorisation or consent. Just to be clear, that authorisation/consent is from you as a business Customer: it is not consent from you as an individual under the GDPR. 2.4. Where we assist you with your compliance with data protection requirements or where we otherwise assist you under or pursuant to this Addendum, we reserve the right to charge you on the basis of our standard applicable pricing. In addition you will be responsible for the cost of engaging any third-party auditor you wish to commission to conduct an audit. You will reimburse us for all additional costs and liabilities incurred by us resulting from any failure or delay(s) by you to comply with your obligations under this Addendum. Nothing in this paragraph 2.4 shall affect our rights to charge you under the Agreement.