(1)   AGREEMENT

(1) Your Agreement with us, which provides a framework for the provision of Services by us to you, is made up of the Terms, including (as applicable) in the following order of priority: (i) Details (Order Forms or Statements of Work, and/or a Cover Sheet); (ii) Modules; (iii) these Terms (Terms of Business); and (iv) Data Protection Terms.

(2) If you instruct us to provide Services, you agree to the Terms, even without signing. The Terms apply to the Services we provide and your interactions with us going forward.

(3) In the Agreement: agreed means agreed in writing by the parties; writing/written includes email; consent means prior written consent; terms not defined elsewhere have the meanings in these Terms.

(2)    SERVICES

(1) Services. (a) We provide various services and Deliverables (the outputs of the services) (together, the Services) developed by us and/or our Team in any form, as agreed from time to time. (b) Services are provided to you on a non-exclusive basis. (c) In the Agreement, the term Services means Deliverables except where the context doesn’t permit this, and Team means affiliates, directors, officers, subcontractors, consultants and employees (and those of affiliates).

(2) Agreeing Services. The parties can agree Services in principle from time to time in the Details or, where agreed, via email. If we agree to provide those Services, both parties shall execute the Details or, where applicable, mutually agree the Details via email.

(3) You may request changes to the Services (e.g. specification, scope, execution or timing) or additional Services not in the original scope agreed, in each case chargeable at our prevailing prices and subject to agreed terms setting out the effect (if any) on the Terms, Services, Charges or timetable.

(4) Timetable. We’ll use commercially reasonable endeavours to meet any timetable agreed if you and/or your Team engage us reasonably, provide clear and timely instructions throughout and cooperate with us in all material respects to enable us to provide the Services.

(5) Unless otherwise agreed, you aren’t obliged to request or require the performance of any services, nor shall we be obliged to perform them, we shall decide the methods and ways in which we deliver Services, and we may use the equipment, premises or time zone as we in our sole discretion see fit.

(3) TERM AND TERMINATION

(1) The Agreement becomes legally binding from the Effective Date (when the Details are first executed/agreed, or an earlier date expressly agreed), which may differ from the Services start date.

(2) Agreement term/duration. Unless a specific term or fixed term is agreed, the Agreement is ongoing until terminated as per clause 3.3.

(3) Termination. (a) Notice. (i) Unless otherwise agreed, the Agreement can be ended by either party with no fewer than 30 days’ written notice at any time for any reason (for convenience), only after any minimum term or fixed term agreed. (ii) Nothing in the Agreement restricts our termination or suspension rights under clause 3.3.b, which has priority.

(b) We have the right to end the Agreement or Licences, or suspend the Licences or provision of the Services, immediately by giving written notice to you (and doing so doesn’t affect our legal rights or remedies), if: (i) you materially (seriously) breach the Terms and this cannot be resolved, or if it can be and you don’t do so within 15 days of our request; (ii) you don’t pay us an amount we’re owed for 15 days or more after the payment due date; (iii) you repeatedly breach the Terms; (iv) you stop or threaten to stop all or a substantial part of your business, or become insolvent; (v) you die, become incapable of managing your own affairs, or are petitioned for bankruptcy; (vi) any promise, statement or assurance given by you in the Agreement or our course of dealings is found to be untrue or fraudulent; (vii) you commit a crime; (viii) you undergo a change of control; or (ix) as per the Modules.

(c) When the Agreement ends, for any reason, you agree to do the following promptly: (i) pay our outstanding unpaid Charges for Services provided until the Agreement end date, and any interest and pre-agreed expenses; (ii) stop using the Deliverables for which payment has not been made by you; (iii) stop accessing/using the Services/Deliverables (unless the Licences allow you to, if applicable); (iv) return our property (unless the Licences allow you to keep it, if applicable); and (v) upon our request, return anything containing our confidential information, and erase it from your systems.

(d) Termination or expiry of the Agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

(4)  CHARGES AND PAYMENT

(1) Charges. You agree to pay us the Charges for Services provided, which are the prices quoted to you in writing. Pre-agreed and evidenced expenses incurred by us are charged to you at cost.

(2) Charges and scope of Services. New Charges apply to scope changes and additional Services agreed.

(3) Due dates. Charges are due on the date(s) agreed. If dates aren’t specified, Charges become due in full in advance before we provide any Services, and in the case of recurring Services such as plans, Charges are due in advance on the first day of each period/billing cycle of your plan. We’ll submit invoices to you in line with the due dates, payable on receipt.

(4) Advance payments. We may require you to pay Charges or any other sums in advance to secure our time before the Services start, for example retainers or deposits.

(5) Time allocations. Any time allocated to you (e.g. retainers or pre-agreed timeslots) that remain unused at the end of a given period don’t carry over or accumulate, and constitute chargeable Services provided.

(6) How to pay. Electronic bank transfer, unless we notify you any time that we require direct debit, in which case you authorise us/our third party payment processors to charge your Payment Method (an up-to-date, valid, accepted, authorised method of payment) for the Charges on or after the due dates.

(7) Billing. If required by us at any time, you agree to promptly provide up-to-date, accurate and complete billing information and one or more Payment Methods, or set up direct debit.

(8) Taxes. Charges quoted exclude VAT, which you agree to pay to us at the prevailing rate (if applicable).

(9) Interest is charged to you on overdue sums from the due date until payment, whether before or after judgment, which will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(5)  YOUR RESPONSIBILITIES

(1) To enable us to provide the Services, you agree:

(a) to co-operate with us, including by appointing a single point of contact or project manager; (b) (if applicable) to provide us and our Team, in a timely manner and at no charge, access to your information, data, documentation, websites, products, software, systems, premises, and other facilities or things as necessary for us to perform our obligations; (c) to provide, in a timely manner, accurate and complete information and instructions that we request from time to time, including Client Materials, which include all content, data, documents, equipment, information, items, materials, specifications and tools in any form supplied by you to us; (d) to obtain and maintain all necessary/required licences, permissions and consents; (e) to inform us of all health and safety or security requirements that apply, and if you wish to make changes to those requirements which will materially affect provision of the Services, you’ll need our consent; and (f) that you are duly authorised to execute the Terms on behalf of the Client.

(2) Managing delays

(a)   If our ability to perform the Services is prevented or delayed by you or your Team defaulting on any obligation listed in clause 5.1: (i) we will be entitled to suspend our performance of the Services until you’re able to resolve things, and to rely on such to relieve us from the performance of the Services; (ii) we shall not be liable for any costs, Charges or losses sustained or incurred by you that arise directly or indirectly from such prevention, delay or suspension, and we shall be entitled to payment of applicable Charges and any pre-agreed third party costs and expenses regardless; (iii) it will be your responsibility to reimburse us on written demand any additional reasonable costs, expenses, Charges or losses we sustain or incur that arise directly or indirectly from such prevention or delay.

(6) INTELLECTUAL PROPERTY

(1) Ownership of the IPRs. (a) You and your licensors shall retain ownership of all Intellectual Property Rights (IPRs) in the Client Materials. (b) Except where otherwise expressly provided in the Agreement, we and our licensors shall retain ownership of all IPRs in the Deliverables, excluding Client Materials incorporated in them (Business IPRs). (c) IPRs include patents, copyright, trade marks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered globally.

(2) The Licences. We may grant you licences (collectively, the Licences) to use the Deliverables, as per this clause 6 and the Modules. You may not sub-licence, assign or otherwise transfer or deal in any or all of the rights granted to you under the Licences without our consent.

(3) Licence. Subject to your payment of our Charges in full and continued adherence to the terms and conditions of the Terms (including the Licences), and subject to clause 6.4, we grant you, or shall procure the direct grant to you of, a perpetual, worldwide, non-exclusive, non-transferable licence to use the Business IPRs for the purpose of receiving and using the Deliverables in your business.

(4) (a) Restrictions. Except as otherwise agreed, you may not use, copy, modify, download, archive, reproduce, distribute, display, perform, publish, licence, create derivative works from or offer for sale, the Deliverables or Recordings, or do anything else with them that isn’t expressly permitted in the Agreement.

(b) Pre-existing Work: the following elements incorporated into the Deliverables remain our property: the works, concepts, strategies, ideas, items and materials or anything else developed or procured to be developed by us or our Team at any time for use in relation to our business or any or all of our customers or clients generally, and not specifically for the provision of the Services to you. We hereby grant you (and if those elements shall include any third-party materials, shall provide commercially reasonable assistance to procure the grant from these third parties) the following Licence to use those elements as part of the Deliverables, if you pay our Charges in full: a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable licence to use the Business IPRs in your business.

(c) We will be free to use all concepts, techniques, research and know-how employed or developed by us in the provision of the Services (excluding the Client Materials), and we will be free to perform similar services for our other customers or clients using general knowledge, skills and experience, and all pre-existing methodologies and techniques developed by us at any time. You acknowledge that we may use products, materials, or methodologies proprietary to us or a third party in our creation and delivery of the Deliverable/Services and, during the course of doing so, may create proprietary products, materials or methodologies that aren’t part of the Deliverables, and you agree that you will not have or obtain any rights in them.

(d)  Third party T&Cs and licences may apply to elements of the Services/Deliverables, which may differ from those of our Licences, and you may need to accept them to access or use those elements.

(e)  If we provide or allow Recordings, their use by you is subject to distinct licence terms in the Modules.

(5) The licence you grant us. You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Client Materials for the term of the Agreement for the purpose of providing the Services to you in accordance with the Agreement.

(6) Intellectual property warranty. You confirm that our and our Team’s use of the Client Materials shall not infringe the rights, including any IPRs, of any third party.

(7) This clause 6 still applies after the Agreement ends.

(7)  LIMITATION OF LIABILITY

(1) Limitation of liability (a) References to liability in this clause 7 includes every kind of liability arising under or in connection with the Agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.

(b)  We do not exclude or limit in any way our liability to you where it would be unlawful to do so, which includes these exceptions: for example, liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services act 1982 (title and quiet possession).

(c)  To the fullest extent permitted by law, and subject to the exceptions above, the following types of loss arising out of or in connection with the Agreement are wholly excluded by us: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to goodwill; (vi) indirect or consequential loss; and (vii) for the avoidance of doubt, including loss arising as a result of our complying with our legal and regulatory duties.

(2) Cap on liability. Subject to the exceptions above, our total aggregate liability to you arising under or in connection with the Agreement is limited to 100% of the applicable Charges relating to the Services that gave rise to the claim during the 12 months immediately preceding the date the claim arose.

(3) Indemnity. (a) You shall indemnify us and our Team and licensors against all direct liabilities, costs, damages and reasonable direct losses and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with: (i) any claim brought against us or our Team for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, our receipt or use of Client Materials; and (ii) your or your Team’s breach of clause 6 (‘Intellectual Property’) or violation of applicable law. (b) Clause 7.3 still applies after the Agreement ends.

(8) DATA. In connection with the Agreement, you and us will comply with applicable data protection laws.

(9) NON-SOLICITATION. You agree not to, directly or indirectly, solicit or poach, or otherwise entice away, any person from our Team at any time until 12 months after the Agreement ends, without our consent. Nothing prevents you from posting a general hiring advertisement.

(10) EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE). If anything beyond our reasonable control occurs that prevents or delays our duties under the Terms, we're not responsible. If something like this does happen, our responsibilities will be paused for its duration. If the disruption lasts more than 60 days, either party can end the Agreement immediately with written notice.

(11) ASSIGNMENT AND OTHER DEALINGS. (1) The Agreement is personal to you, and you shall not assign, transfer, subcontract, substitute, novate, delegate or deal in any other manner with any or all of your rights and obligations under it, without our consent. (2) We may do any of those things at any time, without notice or your consent. (3) If we use subcontractors to perform the Services instead of us, they shall be suitably qualified/skilled, and we shall remain responsible for all their acts and omissions.

(12) CONFIDENTIALITY. (1) Neither party shall use the other party's confidential information except to perform its obligations under the Agreement. (2) Each party agrees to keep information concerning the business, affairs, customers, clients or suppliers of the other party strictly confidential except: (a) when it’s necessary to disclose it to a party’s Team or advisers on a need-to-know basis and so long as said recipients are procured to also comply with this clause 12; or (b) as may be permitted or required by law, regulation, a court of competent jurisdiction or any governmental, judicial or regulatory authority.

(13) ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

(14) VARIATION. No variation of the Agreement by you or us has any effect unless it is agreed in writing.

(15) WAIVER. If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, which doesn't mean they give up any rights or remedies. Not immediately using a right or remedy doesn't mean it's waived. Using a right or remedy partially or once doesn't stop its future use or effect.

(16) SEVERANCE. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’s not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.

(17)  COMMUNICATION AND NOTICES. Any notices/communication between you and us relating to the Agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or on email transmission.

(18) THIRD PARTY RIGHTS. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement aren’t subject to the consent of any third party.

(19) COUNTERPARTS. The Agreement may be executed in counterparts, together constituting one Agreement, including via email or by ink or digital/electronic signatures.

(20) NO PARTNERSHIP. The Agreement is not intended to (nor shall it be deemed to) establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

(21) SURVIVAL. Every provision of the Agreement that expressly or by implication is intended to, shall come into or continue in force on or after its termination or expiry.

(22) STATUS. Our relationship to you will be that of independent contractor and nothing in the Agreement shall render us (nor our directors, if applicable) an employee, worker, agent or partner of yours, and we won’t hold ourselves out as such and, if applicable, shall procure that our directors don’t.

(23) GOVERNING LAW AND JURISDICTION. The Agreement and any related dispute or claim will be governed by and construed according to the laws of England and Wales. Both parties irrevocably agree that only the courts of England and Wales have the authority to settle any dispute or claim.

MODULES

This schedule of Modules includes supplemental terms and conditions, and is part of the Agreement.

AGREEMENT

Updates to the Terms

We may amend the Terms from time to time and updates are effective immediately upon written notice to you by email. If any update materially adversely affects your rights and obligations, those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Services means you agree to such changes.

SERVICES

Pay to play

We reserve the right not to deliver Services/Deliverables unless the Charges are paid on time in full.

TERM & TERMINATION

Immediate termination or suspension (Abusive behaviour)

We have the right to end the Agreement or Licenses, or suspend provision of the Services, immediately by giving written notice to you if, in our opinion, you act in an inappropriate, bullying, harassing, aggressive or intimidatory way towards us, any of our Team, or any other person using the Services.

Intellectual Property

Third party products & services

All third party products and services that form part of the Services/Deliverables are provided to you subject to their terms, conditions and licences which you may need to accept to use/access, which are excluded from any other licences which may be granted to you under the Agreement.

Promotional Materials

You grant us permission to use your testimonials and name, image and business name/logo anywhere to announce/promote that you are our client, to promote our Business and Services.

Recordings

License. (This provision supplements clause 6.3 in the Terms of Business.) Subject to your payment of our Charges in full and continued adherence to the terms and conditions of the Terms (including the Licenses), and subject to clause 6.4 of the Terms of Business and the restrictions below, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable licence to use Recordings in your business for the term of the Agreement only.

Recordings are audio/visual recordings of any live/virtual presentations/sessions.

Restrictions. (This provision supplements clause 6.4 in the Terms of Business.) Recordings. You need our consent to: (i) use the Recordings for any other purpose than what is expressly set out in this Agreement; (ii) share the

Recordings with any members of the group of companies to which you belong); or (iii) copy, modify or commercialise the Recordings.

Data Protection Terms

These Data Protection Terms are supplemental to the agreement (“the Agreement”) between you (the “Client”) and us (the “Business”).

Agreed Terms

1.  Interpretation 

(1)  Definitions

1  Applicable Data Protection Laws: means:

1a)   To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

1b)   To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Business is subject, which relates to the protection of personal data.

2 Applicable Laws: means:

2a)  To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

2b)  To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Business is subject.

3 Business Personal Data: any personal data which the Business processes in connection with the Agreement, in the capacity of a controller.

4 Client Personal Data: any personal data which the Business processes in connection with the Agreement, in the capacity of a processor on behalf of the Client.

5 EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

6 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

(2) Further interpretation

(a) The Schedule(s) form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.

(b) The definitions and rules of interpretation in the Terms of Business shall apply to these Terms, unless otherwise specified.

2. Data protection

(1) For the purposes of this 2, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

(2) Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

(3) The parties have determined that for the purposes of Applicable Data Protection Laws:

(a) the Business shall process the personal data as set out in 1.1 of Schedule 1 as processor on behalf of the Client; and

(b) the Business shall act as controller of the personal data set out in paragraph 1.2 of Schedule 1.

(4) Should the determination in 2.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this 2 and Schedule 1.

(5)  The Client consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Business in connection with the processing of Business Personal Data, provided these are in compliance with the then-current version of the Business's privacy policy (Privacy Policy) available via the Legal Information or supplied to the Client. In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Terms, the Privacy Policy will take precedence.

(6) Without prejudice to 2.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Business Personal Data and Client Personal Data to the Business and lawful collection of the same by the Business for the duration and purposes of the Agreement.

(7) In relation to the Client Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Business, the duration of the processing and the types of personal data and categories of data subject.

(8) Without prejudice to 2.2, the Business shall, in relation to Client Personal data:

(a) process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) or agreed between the parties in writing from time to time, unless the Business is required by Applicable Laws to otherwise process that Client Personal Data (Purpose). Where the Business is relying on Applicable Laws as the basis for processing Client Personal Data, the Business shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Business from so notifying the Client on important grounds of public interest. The Business shall inform the Client if, in the opinion of the Business, the instructions of the Client infringe Applicable Data Protection Laws;

(b) implement such technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, that are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by the Business to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Business), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Business is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this 2.8(f), Client Personal Data shall be considered deleted where it is put beyond further use by the Business; and

(g) maintain records to demonstrate its compliance with this 2.

(9) The Client provides its prior, general authorisation for the Business to:

(a) appoint processors to process the Client Personal Data, provided that the Business:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Business in this 2;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Business; and

(iii) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Business's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Business for any losses, damages, costs (including legal fees) and expenses suffered by the Business in accommodating the objection.

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Business shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Business, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

(10) Either party may, at any time on not less than 30 days' notice, revise this 2 (Data protection) by replacing it (in whole or part) with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when: replaced by attachment to these Terms; or provided by one party to the other in writing).

(11) The Business's liability for losses arising from breaches of this 2 is as set out in 3.3.

3. Limitation of liability

(1) Neither party may benefit from the limitations and exclusions set out in this clause 3 in respect of any liability arising from its deliberate default.

(2) Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

(3) Subject to 3.1 (no limitations in respect of deliberate default) and 3.2 (liabilities which cannot legally be limited), the Business's total liability to the Client for loss arising from the Business's failure to comply with its data processing obligations under 2 (Data protection) shall not exceed the cap on liability set out in the Agreement.

Schedule 1  Processing, Personal Data and Data Subjects

1. Parties' roles

1.1  Where the Business acts as a processor

Providing the services pursuant to the Agreement.

1.2  Where the Business acts as a controller

Administering and managing the Services and the Agreement in accordance with the Business’ Privacy Policy.

2. Particulars of processing

2.1  Scope

The processing of the data subjects’ personal data in order to provide the services pursuant to the Agreement.

2.2 Nature

Storing  and  using  the  personal  data  to  fulfil  the Agreement.

2.3 Purpose of processing

Performance of the Agreement.

2.4 Duration of the processing

The duration of the processing shall correspond to the duration of the Agreement between the parties, and a reasonable time following termination of the Agreement to allow for any applicable post-termination handover procedures to be completed.

2.5 Types of personal data

Any personal data transferred by the Client to the Business under the Agreement, as agreed between the parties from time to time, including, but not limited to: names, contact details, job titles, IP addresses.

2.6 Categories of data subject

Officers, employees, consultants, subcontractors, suppliers, clients and prospective clients.