That was the useful bit, read on for the legal jargon.
During the term of these Terms the App User may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The App User shall procure that each Recipient is made aware of and complies with all the App User’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause 10 shall not apply to any Confidential Information which is:
at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the App User or any Recipient; furnished to the App User or any Recipient without restriction by a third party having a bona fide right to do so; or required to be disclosed by the App User by law or regulatory requirements, provided that the App User shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
The App User shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Provider.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The Provider will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include the providing of all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the App User to the Provider and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
The parties acknowledge that if the Provider processes any personal data on the App Users behalf when performing its obligations under this agreement, the App User is the controller and the Provider is the processor for the purposes of Data Protection Law.
In relation to the processing of personal data under these terms and conditions, the provider shall:
process personal data on the App Users behalf only on and in accordance with the App Users documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
implement and maintain appropriate technical and organisational measures in relation to the processing of personal data;
you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
retain personal data in accordance with the retention periods set out in our Privacy Notice;
make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year;
and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;
take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
The Client hereby gives frog consent to engage sub-processors for processing of personal data on your behalf. We shall inform the App User before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to WHATWHYWHEN Ltd. Notices to WHATWHYWHEN Ltd shall be sent to the email address or address set out at https://xxxxxxxxxxxx/contact.
WHATWHYWHEN Ltd shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) any indirect or consequential loss; (h) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the video; or (i) loss or damage to the App Users artwork/photos, whether as a result of negligence or otherwise.
The entire liability of WHATWHYWHEN Ltd to the App User in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
The following terms and conditions apply to the usage of the Yass! App, provided by WHATWHYWHEN Ltd, trading as ‘Yass!’. Acceptance of purchase and/or use of the app shall be considered acceptance of the Terms.
All displayed prices are inclusive of VAT.
That was the useful bit, read on for the legal jargon.
During the term of these Terms the App User may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The App User shall procure that each Recipient is made aware of and complies with all the App User’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause 10 shall not apply to any Confidential Information which is:
at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the App User or any Recipient; furnished to the App User or any Recipient without restriction by a third party having a bona fide right to do so; or required to be disclosed by the App User by law or regulatory requirements, provided that the App User shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
The App User shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Provider.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The Provider will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include the providing of all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the App User to the Provider and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
The parties acknowledge that if the Provider processes any personal data on the App Users behalf when performing its obligations under this agreement, the App User is the controller and the Provider is the processor for the purposes of Data Protection Law.
In relation to the processing of personal data under these terms and conditions, the provider shall:
process personal data on the App Users behalf only on and in accordance with the App Users documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
implement and maintain appropriate technical and organisational measures in relation to the processing of personal data;
you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
retain personal data in accordance with the retention periods set out in our Privacy Notice;
make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year;
and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;
take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
The Client hereby gives frog consent to engage sub-processors for processing of personal data on your behalf. We shall inform the App User before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to WHATWHYWHEN Ltd. Notices to WHATWHYWHEN Ltd shall be sent to the email address or address set out at https://xxxxxxxxxxxx/contact.
WHATWHYWHEN Ltd shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) any indirect or consequential loss; (h) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the video; or (i) loss or damage to the App Users artwork/photos, whether as a result of negligence or otherwise.
The entire liability of WHATWHYWHEN Ltd to the App User in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
