You can download a copy of these terms & conditions here.
Terms & Conditions
These terms form part of your agreement with Access UK Ltd (we will refer to Access UK Ltd as "Trail", "we", "our" or "us").
To make this document easier to understand we have used some definitions to avoid repeating lengthy sentences. These definitions are indicated by use of a capital letter and their meanings are included in section 18.
The terms and conditions and schedules included after this page along with the Subscription Agreement (see below) are also part of our agreement with you.
The important commercial terms are set out in Trail, in your Billing Panel (the "Subscription Agreement").
For simplicity we will refer to both the Subscription Agreement and the terms and conditions as the "Agreement".
Summary of key points
Annual CPI Adjustment | Annual contracts only: CPI + 2% |
Methods of payment
|
|
Our contact information | Access UK Limited
Office: 2nd Floor, 20 St Thomas St, London SE1 9RS Registered Address: The Old School, School Lane, Stratford St Mary, Colchester, Essex, CO7 6LZ
Company Number: 02343760 VAT Number: GB 108 2213 56 Bank Account Number: 15163216 Sort code: 23-05-80 |
Summary: Liability (Clause 14) |
|
Summary: Termination (Clause 10) |
|
Your Trail account
Any device, unlimited Users: you can access Trail on as many devices as you like. You can give access to your Users provided they have an email address associated with your domain. You are responsible for ensuring any log-ins used by your Users are kept safe and we will not be responsible for any damage or loss suffered because of this. You may not allow User Accounts to be registered by "bots" or other automated methods. You are responsible for all activities that occur under your User Account log-ins and must notify us as soon as reasonably possible if you become aware of any unauthorised use or other security breach.
Keep it clean: At Trail, we look after each other and have a zero-tolerance policy for abuse. Remember you are responsible for your Users' behaviour. We reserve the right to disable any User Account, at any time, if in our opinion you have failed to comply with any of the provisions of this Agreement.
We just supply software: It is your responsibility to ensure your equipment (computers, laptops, netbooks, tablets or other mobile devices) meets all the necessary technical specifications to enable you and your Users to access and use Trail.
It is your choice to use Trail: you and your Users use the Services at your sole risk. The Services are provided on an “as is” basis except where set out otherwise in these terms and conditions and we exclude all warranties to the fullest extent possible under applicable laws.
2. Trial Periods
You can request to receive a Trial Period to use Trail before you decide to sign up. These terms apply to your use of Trail during any Trial Period. The fees obligations in section 9 and 10 will not apply during your Trial Period, unless otherwise agreed..
If, after your Trial End Date, you wish to continue using Trail, you will be required to pay the fees as set out in section 9 and 10 from the Activation Date
3. Our commitment to you
We:
have the rights to enter into this Agreement and to supply the Services to you on the terms set out in this Agreement;
will provide the Services with reasonable care and skill and in accordance with good industry practice;
will not knowingly introduce any Contaminants into Trail and we will use an industry recognised security software program to aim to detect the presence of any Contaminant; and
will comply with all applicable laws for the time being in force.
We cannot ensure and therefore cannot promise that:
the Services will meet your specific requirements;
the Services will be uninterrupted, timely, or error-free; or
the results you get from the use of the Service will be accurate or reliable.
4. Your commitment to us
You will:
only use Trail and anything available from Trail for lawful purposes (complying with all applicable laws), in a responsible manner, and not in a way that might damage our name or reputation.
prevent any unauthorised access to, or use of, the Services, any associated documentation and, in the event of any such unauthorised access or use, notify us as soon as possible.
Except to the extent expressly set out in this Agreement, you agree that you will not:
license, sell, lease, transfer, assign, distribute, display, disclose, exploit, or otherwise make the Services and/or any associated documentation available to any third party except the Users;
'scrape' content or store Trail Content on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of Trail;
hack, adapt, create copies, create derivative works, reverse engineer, decompile, disassemble or modify Trail in whole or in part, except as required to be permitted by law to the extent that such action is legitimately required for the purposes of integrating the operation of Trail;
remove or change any Trail Data or Trail Content or attempt to circumvent security or interfere with the proper working of Trail or the servers on which it is hosted;
create links to Trail from any other website, without our written consent, although you may link from a website that you operate provided the link is not misleading or deceptive and you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of Trail, and that the linked website does not contain any Prohibited Content or content which infringes on the Intellectual Property Rights or rights of any third party;
modify another website or application so as to falsely imply that it is associated with us;
use Trail to upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any Prohibited Content, content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence; or
access all or any part of the Services in order to build a product or service which competes with Trail.
5. Updates
We may need to update these terms: we are constantly developing Trail and may need to amend these terms and conditions from time to time. If we do:
we will notify your Account Owner of any material changes, and you will have 30 days to review and accept any changes;
If you continue to use Trail for 30 days after such changes we will take this as you accepting them;
If you do not accept the changes, you can terminate this Agreement within 30 days after such changes take effect, and in accordance with clause 8 any charges and Fees you have paid in advance for the Subscription Period will be refunded to you.
We improve our features regularly: and may also need from time to time need to temporarily modify or discontinue parts of the Services with or without notice, we will use best efforts to ensure that such changes do not materially alter the functionality of Trail and we will contact you if we think this is going to affect you. If you continue to use Trail for 30 days after such changes we will take this as you accepting them.
6. Content
We:
are responsible for the Trail Content and we own all rights, title and interests in and to the Trail Content;
are responsible for the reliability, accuracy and quality of the Trail Content as well as making sure it complies with any applicable laws and does not include any Prohibited Content (including but not limited to copyright);
are not responsible for the Customer Content;
You agree to choose a Trail Champion who will be in charge of looking after your Users and also the Customer Content on Trail). We have a Trail Customer Success Manager who can help your Trail Champion with any queries. We may from time to time help you manage Customer Content but no formal content management services are provided unless we agree in writing.
reserve the right, in our sole discretion acting reasonably, to delete any Customer Content submitted by you if such Customer Content contains Prohibited Content, Contaminated Materials or puts us in breach of any of our obligations under applicable laws; and
You:
are responsible and liable for any Customer Content uploaded to your Trail from Account from any User Accounts;
own all rights, title and interests in and to the Customer Content;
are responsible for the reliability, accuracy and quality of the Customer Content as well as making sure it complies with any applicable laws and does not include any Prohibited Content (including but not limited to copyright);
are not responsible for the Trail Content; and
7. Copyright, trademarks, etc.
All Intellectual Property Rights in Trail, Trail Data, Trail Content and the Documentation (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or licensed to us by third parties. Except as included in this section 6, nothing in this Agreement gives you any rights in respect of any Intellectual Property Rights owned by us or licensed to us by third parties and you acknowledge that you do not acquire any ownership rights by downloading content from Trail.
Subject to the conduct paragraph below:
We agree to indemnify you against all and any losses, damages, expenses and costs arising from any claim, action or proceeding that your use of Trail and/or any associated documents (only in accordance with the terms of this Agreement) allegedly or actually infringes any Intellectual Property Rights held by that third party (Infringement Claim); and
You agree to indemnify us against all and any losses, damages, expenses and costs arising from any claim, action or proceeding that any Customer Content (only in accordance with the terms of this Agreement infringes allegedly or actually any Intellectual Property Rights held by that third parties.
If an Infringement Claim is alleged, or if we believe Trail or the Trail Data, Trailsuite, Trail Content or the Documentation may infringe any third party’s Intellectual Property Rights, we may, at our sole option: (i) procure such licence, authorisation or consent to enable your continued use of Trail; (ii) modify or replace the infringing element; or (iii) terminate this Agreement and refund an amount equal to the unused portion of any pre-paid fees.
8. Press and marketing
Your logo: we may want to use your name and logo for the purposes of this Agreement and on our website. Please let your Trail Customer Success Manager know if you have any issue with this.
Press releases: We may want to issue press-releases including reference to you and the value your business derives from Trail. We will always get express permission from you before publishing anything of this nature.
You may also want to use our logo or issue press-releases about us. Please let us know before publishing and we will usually be happy to give our permission.
9. Your Subscription Fees
Subscription Fees are payable in advance on a per Live Site basis rather than per User.
You will be charged for the minimum number (if any) of Live Sites shown in your Subscription Agreement.
The Subscription Fees are set out in the Subscription Agreement. Your Subscription Fees are due in line with your Subscription Agreement, per Live Site, from the Activation Date. You will be charged for all Live Sites at the time of invoice.
Sites added after each Billing Date will be charged pro-rata on the next Billing Date.
Sites de-activated or archived after the Billing Date will not be credited pro-rata.
3 yearly, 2 yearly, Annual, 6 monthly and quarterly plans - Any pro-rated charges incurred during the subscription period will be payable monthly.
The first invoice date will be on the Activation Date or the first Site Live Date, whichever is later.
Except where provided for in this Agreement, the Subscription Fees cannot be changed by either party during the Subscription Period except that in annual agreements (or longer), the Subscription Fees shall increase by the CPI Adjustment + 2% per year during each year in which this Agreement is in effect, such increase to be effective as of the anniversary date of this Agreement.
If the number of Sites using Trail drops by more than 10%, we reserve the right to alter your Subscription Fees to reflect the reduction. We will contact you to discuss this if it happens.
Currency: Invoices will be charged in GBP for UK customers, Euro for European customers and USD for all other customers. Where possible, we will charge in local currency The mid-market exchange rate is used and is applied by Stripe
10. Making payments
Invoicing: We will invoice you for the Subscription Fees as soon as reasonably possible and you agree to pay the Subscription Fees to us by the due date on the invoice. You can pay the Subscription Fees by any valid Methods of Payment.
Bank Transfer: If you elect to pay by bank transfer, this will include a 3% fee on all sums due for the manual handling and processing of invoices.
Credit Card and Direct Debit Payment Terms. If you elect to pay by credit card or Direct Debit, then you are responsible for either ensuring that your account has a sufficient positive balance to cover all Fees due. If, for any reason, you have a negative balance on your account or your credit card declines a charge for Fees due, then we reserve the right to suspend the Services to all of your accounts.
Late Payment: If you do not pay any amount due to us properly we may:
suspend your access (and your Users’ access) to Trail without notice;
charge you interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month);
charge you for all reasonable expenses incurred by us in relation to the failure to make payment and/or the recovery of the unpaid amount, including legal fees, debt collection agency fees and court fees.
In the event you have failed to pay we will also have the right to terminate this Agreement in accordance with section 11.
In the event of a government imposed lockdown, the Customer is responsible for managing their Sites and ensuring their subscription is paused. When all sites are deactivated in Trail, all subscription fees will automatically pause. All Live Sites in Trail will be charged for as per the Subscription Agreement. No refunds will be offered if you forget to pause your subscription.
11. Ending our agreement
Length: this Agreement begins on the Effective Date and continues until the end of the Subscription Period. It will then renew and continue after each Subscription Period for a further equivalent period, unless you or we terminate it sooner in accordance with this section, or the other provisions of the Agreement.
Termination: either of us may choose to end this Agreement at the end of a Subscription Period by giving to the other at least 30 days' prior written notice of termination. Except as expressly provided elsewhere in this Agreement, this Agreement may not be terminated during any Subscription Period.
We do reserve the right (without any liability to you) to disable your access to Trail if you breach any of the provisions of this Agreement.
Termination for breach: Either of us may choose to end this Agreement by giving the other written notice if:
the other materially breaches any term of this Agreement and it is not possible to remedy that breach or it is not remedied within 30 days; or
the other suffers an Insolvency Event.
Under any breach of these terms by the Customer, all charges and Fees due with respect to the current Subscription Period will remain due and payable.
12. Service levels
We will use commercially reasonable efforts to make Trail available with a Quarterly Uptime Percentage of at least 99.8% (the “Service Level Commitment”) but we will not provide the Service Level Commitment where the Unavailability or suspension of Trail results from:
any other suspension described in this Agreement;
factors outside of our reasonable control;
any actions or inactions of you, your Users or any third party (other than Trail Platform Providers);
any equipment, software or other technology owned by you, your Users or any third party (other than Trail Platform Providers);
failures of Trail not attributable to Unavailability; or
either planned maintenance carried out during the maintenance window of 01.00 am to 06.30 am UK time or unscheduled, urgent maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least eight (8) Normal Business Hours' notice in advance.
At the end of any month, you may request an uptime report from the Trail Customer Success Manager. We will apply any Subscription Fee Credits against the month’s Subscription Fees immediately following the month it is agreed.
If availability is impacted by factors other than those used in our Quarterly Uptime Percentage calculation, then, we may also (at our discretion) choose to issue a Subscription Fee Credit. The issue of Subscription Fee Credit is subject to section 14.
13. Confidentiality
We will both at all times ensure the security and confidentiality of Confidential Information received in the in connection with this Agreement to at least the same standard as we would each keep our own confidential information and only disclose where required under applicable laws or pursuant to an order of a court of competent jurisdiction or by a regulatory agency, having, where possible under applicable laws, first notified the party whom the Confidential Information belongs to.
14. Personal data
Any personal information you provide via Trail will be collected, used, managed and disclosed in accordance with other provisions set out in the Schedule to this Agreement.
There are a number of important provisions we need to include in this Agreement, required by the Data Protection Legislation. These are set out in the Personal Data Schedule to this Agreement. We will both perform and observe the obligations contained within the Personal Data Schedule.
15. Liability
Nothing in this Agreement limits or excludes either your or our liability for:
death or personal injury caused by its negligence;
fraudulent misrepresentation or for any other fraudulent act or omission;
sums properly due and owing to the other in the normal course of performance of this Agreement; or
any other liability which may not lawfully be excluded or limited.
Subject to the above, neither us nor you will be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any loss of profit; loss of sales, turnover, revenue or business; loss of customers, contracts or opportunity; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of any software or data; loss of use of hardware, software or data; loss or waste of management or other staff time; or indirect, consequential or special loss; arising out of or relating to this Agreement.
Subject to the other provisions in this section, each of your and our total liability arising out of or relating to this Agreement and to anything which it has done or not done in connection with this Agreement shall be limited, in respect of each Subscription Period
16. Need help?
If you have any questions about these terms, any problems concerning Trail, or for details of your individual commercial arrangements, please email accounts@trailapp.com or ask your Customer Success Manager
Technical support is provided via Intercom (an embedded chat tool) unless we agree otherwise with you in writing. If you require additional support (for example site visits), we will discuss this with you, though there may be an additional cost.
17. Other important legal stuff
You may not transfer or assign any or all of your rights or obligations under this Agreement. If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of this Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement or this Agreement as a whole.
In the event of a conflict, any separate contract, including Subscription Period, an accompanying Subscription Agreement signed as an addendum, takes precedence over these T&C’s to the extent of the inconsistency
If any provision of this Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.
Neither us nor you will be liable to each other for any failure or delay in performing our obligations under this Agreement which arises because of any circumstances which we cannot reasonably be expected to control, provided that we notify each other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects, use reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other and use reasonable efforts to resume performance as soon as reasonably practicable.
This Agreement:
except where otherwise provided for, may not be varied except with both our and your written consent;
and any document expressly referred to in this Agreement represents the entire agreement between you and us;
shall be governed by English law and any dispute between you and us regarding this Agreement will only be dealt with by the English lish courts.
It is a condition of this Agreement that, in pre-contract negotiations and in the exercise of its rights or the performance of our obligations under this Agreement, we will both at all times ensure that we comply with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
Nothing in this Agreement shall create a partnership or joint venture between us and you or constitute one of us as an agent of the other.
A person who is not a party to this Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
18. Definitions
Account | your named organisation within Trail; |
Account Owner | your authorised representative who manages the commercial and operational relationship with us, defined and periodically updated with the Trail Customer Success Manager. The Account Owner creates and signs the Subscription Agreement which forms part of this agreement; |
Activation Date | The date the Trail subscription is created; |
Billing Frequency | How often the customer will be billed - ie. monthly, quarterly, annually. This is dictated by the Subscription Agreement; |
Billing Date | The date of invoice issue inline with the Subscription Agreement; |
Confidential Information | means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's, or any of its group members', business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which is available to the public other than because:
|
Contaminants | any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal intended operation of, or provide unauthorised access to or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop dead devices, access codes, security keys, back doors or trap door devices; |
CPI | one of the consumer price indices used as the domestic measure of inflation in the UK. The CPI is published by the Office for National Statistics and measures the rate at which the prices of goods and services bought by households rise and fall; |
Customer | the company identified in the Subscription Agreement; |
Customer Content | any assets, documents or content created by the Users excluding Trail, the Trail Data, Trail Content; |
Data Protection Legislation | all applicable data protection, data privacy, data retention and data security legislation for the time being in force in the United Kingdom or any part of it (including as at the Effective Date the UK General Data Protection Regulation, the Data Protection Act 2018, General Data Protection Regulation (Regulation 2016/679) ("GDPR"), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and national legislation implementing or supplementing it in the United Kingdom) ; |
Documentation | any documents or materials created and provided by us to you which may be included on the Trail application or Trailsuite.com or Trailapp.com domains, relating to the application and its use, including Trail Content; |
Effective Date | The date of this Agreement (which for online activation shall be the day the Account Owner completes the sign-up and accepts this Agreement);
|
Fees | The amount the Customer is required to pay for the Subscription to Trail from the beginning of the Subscription Period which will be billed in accordance with the Subscription Agreement; |
Insolvency Event | in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events:
|
Intellectual Property Rights | patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action); |
Live Date | ‘go live’ date of Trail on a Site; |
Live Site | a Site from its Live Date as defined and set in Trail by the Account Owner; |
Normal Business Hours | 8:30am to 6:00pm GMT Monday to Friday excluding bank holidays; |
Prohibited Content: | any content which is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive; |
Quarterly Uptime Percentage | calculated by subtracting from 100% the percentage of minutes during the quarter in which the Trail was Unavailable. Quarterly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any of the events set out in bullet point 1 of paragraph 11; |
Services | Trail and Documentation; |
Site | a site or premises owned, leased or otherwise used by Customer; |
Software | Trail; |
Subscription Agreement
| The commercial terms detailed in the Trail Billing Panel
|
|
|
Subscription Fees | See Subscription Agreement
|
Subscription Fee Credit: | a credit to you denominated in GBP, calculated as:
|
Subscription Period | the period of time (e.g. Monthly, 6 Monthly, Annually) specified in the Subscription Agreement relating to length of contract and billing. This starts from the Activation Date. |
Trail | a web application for managing retail and hospitality organisations provided by Trail (“the application”); |
Trail Champion | a named employee of the Customer tasked with running the day to day relationship with us and administering Trail, the Trail Champion is responsible for creating and editing Customer Content |
Trail Customer Success Manager | a named employee of Trail tasked with supporting the Account Owner; |
Trail Data | all data, information and material input or uploaded to or transmitted through Trail by us, including the Trail Content; |
Trail Content | any material provided or made available by or on behalf of us to you for the purposes of incorporation into Trail for us or permitted use by you; |
Trail Platform Providers | third party providers used to deliver the Services, these are governed by the Personal Data terms in this agreement and listed here: http://answers.trailapp.com/en/articles/820871-privacy-policy-for-the-app |
Trial End Date | The end date of the customers trial period; |
Trial Period | The period of time from the Trial Sign up Date to the Trial End Date in which customers are able to use Trail free of charge;
|
Trial Sign up Date
| The date the Account Owner signs up to Trail for a trial via trailapp.com; |
Unavailable and Unavailability | when the task management functionality at site level of Trail is not available, due to Tour fault, including owing to failures of Trail Platform Providers; |
User Account: | an Account of the Customer listed and managed within Trail; |
Users | the Account Owner, your employees, administrators and any agents. |
19. Key Dates
|
|
Trial Sign up Date
| The date the Account Owner signs up to Trail for a trial via trailapp.com; |
Trial End Date | The end date of the customers trial period as set in this Agreement; |
Activation Date | The date the Trail subscription is created; |
Live Date | The date a Site becomes active;
|
Schedule
Personal Data
1. Definitions
Approved Jurisdiction | as defined at clause 2.3 of this Schedule and as supplemented by any territory or territories where Sub Processors are based. |
Data Protection Legislation | shall mean the Data Protection Act 2018, the Retained Regulation (EU) 2016/679 (UK GDPR) as incorporated under the European Union (Withdrawal Act) 2018 and as amended by The Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019, and any other laws or regulations applicable in the United Kingdom, and where applicable to Us in the performance of this Agreement to You, the General Data Protection Regulation (Regulation (EU) 2016/679 (EU GDPR)), in each case as amended or repealed. |
“personal data”, “data subject”, “controller”, “processor”, “process” and “supervisory authority” | shall be interpreted in accordance with the GDPR applicable to the Governing Law. |
“Your personal data” | shall mean the personal data in Your customer data that is processed by us pursuant to this Agreement. |
End Date | as defined at clause 2.11 of this Schedule. |
GDPR | means, as appropriate, the UK GDPR or EU GDPR. |
GDPR Portal | as defined at clause 3.1 of this Schedule. |
Personal Data Breach | means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored, or otherwise processed. |
Product Fact Sheet | means the document described as a ‘product fact sheet’ relevant to the Access Product being procured by You in any Statement of Work. The Product Fact Sheet is incorporated into this Agreement by reference. |
Revised Instruction | means a request for information sent by us to you pertaining to whether your instruction post the End Date remains to delete your personal data. |
Sub Processor | shall mean a processor appointed by us, as described at clause 2.7 of this Schedule. |
Timeframe | as defined at clause 2.11 of this Schedule. |
2. Processor Clauses
1. In the event that we process your personal data under or in connection with the Agreement, the parties record their intention that we are the processor, and you are the controller of such personal data. The Product Fact Sheet sets out the subject-matter and duration of the processing of your personal data, the nature and purpose of the processing, the type of personal data and the categories of data subjects. Subject to clause 2.7 of this Schedule, we may amend the product fact sheet from time to time.
2. Each party shall comply with its obligations under applicable Data Protection Legislation, and you warrant and undertake that you shall not instruct us to process your personal data where such processing would be unlawful.
3. Subject to clause 2.4 and 2.7 below, we shall process your personal data only in accordance with your documented instructions and shall not transfer your personal data outside of the European Union or the UK (the “Approved Jurisdiction”) without the documented instruction. For the avoidance of any doubt, any configuration of the service by you (or us, acting on your instruction) shall constitute ‘written instructions’ for the purposes of this Schedule and in relation to any transfer as a result of such configuration, we shall have put in place appropriate safeguards to protect your personal data and ensure that the relevant data subjects have enforceable subject access rights and effective legal remedies as required by the Data Protection Legislation.
4. We may process your personal data other than in accordance with your documented instructions where required to do so by applicable law provided that (unless prohibited by applicable law on important grounds of public interest) we shall notify you of such legal requirement before such processing.
5. We shall ensure that individuals engaged in the processing of your personal data under the Agreement are subject to written obligations of confidentiality.
6. We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk involved in processing your personal data pursuant to the Agreement. We shall assist you by appropriate technical and organisational measures in fulfilling your obligations as controller in relation to the security of processing your personal data. Our general security measures are set out in clause 4 to this Schedule, the Access Product specific security measures are set out in the relevant Product Fact Sheet.
7. We may engage such other processors (“Sub Processors”) as we consider reasonably appropriate for the processing of your personal data in accordance with the terms of the Agreement (including but not limited to in connection with support, maintenance and development, staff augmentation and the use of third-party data centres). Any Sub Processors shall be outlined in the Product Fact Sheet. By you signing this Agreement, you are providing us with general written authorisation to add a Sub Processor and/or replace or remove a Sub Processor where we deem necessary, provided that we shall notify you of the appointment of a new Sub Processor and you may, on reasonable grounds, object to the appointment of a Sub Processor by notifying Us in writing within 14 days of receipt of Our notification (or other such timescale as may be specified on Our notification), giving reasons for your objection. The parties shall work together to reach agreement on the engagement of Sub Processors, and, for the avoidance of doubt, we shall not share your personal data with any Sub Processor you have objected to in accordance with this Agreement. We shall ensure that all Sub Processors are bound by contract with us which include appropriate data processing terms and we shall remain liable for Sub Processors’ acts and omissions in connection with this Agreement.
8. In the event that any data subject exercises its rights under applicable Data Protection Legislation against you, we shall use reasonable commercial efforts to assist you in fulfilling your obligations as controller and provide you with a suitable response without undue delay (and in any event within 5 days) following written request from you provided that we may: (a) extend such time period (provided always that we shall use all reasonable endeavours to provide such assistance within a time period to enable you to comply with your obligations under applicable Data Protection Legislation); and/or (b) charge you on a time and materials basis in the event that we consider, in our reasonable discretion, that such assistance is onerous, complex, frequent or time consuming. We shall promptly notify you in writing in the event that we receive any request, complaint, notice or other communication direct from a third party or data subject which relates directly or indirectly to the processing of your personal data.
9. Upon discovering we have experienced a Personal Data Breach in respect of your personal data we shall notify you without undue delay and shall assist you to the extent reasonably necessary in connection with mitigation of the impact of the Personal Data Breach and any notification to the applicable supervisory authority and data subjects, considering the nature of processing and the information available to us.
10. In the event that you consider that the processing of personal data performed pursuant to the agreement requires a privacy impact assessment or prior consultation with a supervisory authority to be undertaken, following written request from you, we shall use reasonable commercial endeavours to provide relevant information and assistance to you to facilitate such privacy impact assessment or prior consultation. We may charge you for such assistance on a time and materials basis. We shall provide you with a data protection impact assessment upon request, and prior consultations with supervisory authorities, which are required by Article 35 or 36 of the GDPR, in each case solely in relation to the processing of your personal data by us.
11. Following the earlier of termination or expiry of the Agreement (the “End Date”), Your instruction is for us to delete your personal data held by us. Before deleting your personal data, we will seek a Revised Instruction from you on or shortly after the End Date confirming your instruction. You will have 30 days from the date the Revised Instruction was sent by us to respond (the “Timeframe”). You may, at no additional cost and within the Timeframe, choose to have your personal data returned to you in the format specified in the Product Fact Sheet, the Exit Policy, or as otherwise agreed with us. Where applicable law requires us to retain all or some of your personal data, we shall notify you of this lawful requirement.
12. Where requested by you, we shall make available all information reasonably necessary to demonstrate our compliance with the foregoing clauses 2.2 to 2.11 inclusive, and shall allow for and contribute to audits (including inspections) conducted by you or another auditor mandated by you (where such persons are subject to binding obligations of confidentiality) on a frequency of no more than once per annum (save where requested by the relevant supervisory authority) with reasonable prior Notice during Working Hours. You will ensure that your representatives make all reasonable endeavours to minimise any business interruption to us during any such audit. We may charge you for any assistance required to facilitate such audits on a time and materials basis.
13. In the event that we consider that your instructions relating to processing of your personal data under the Agreement infringes Data Protection Legislation we shall inform you immediately and you shall reconsider your instruction considering the Data Protection Legislation and Our reasoning (where such reasoning is provided). We shall not be obliged to process any of your personal data in relation to such instructions until you notify us that your instructions are non-infringing or amend your instructions to make them non-infringing and notify us accordingly. Further, where we request the same, you shall sign a waiver provided by us which will absolve us of any liability associated with us following your processing instruction.
14. Without prejudice to any other provision in this Agreement which may apply, you shall for the Licence Term have in place and maintain any and all appropriate consents from the relevant data subjects and or an appropriate lawful basis for processing the personal data of the data subjects affected by this Agreement.
15. We shall for the Licence Term use reasonable endeavours to assist you in meeting your obligations under Articles 32 to 36 (inclusive).
16. Where you consider it necessary to amend this Schedule 2 as a result of any changes in law relating to the protection or treatment of personal data, you shall notify us of the same. Thereafter the parties shall act reasonably and in good faith in agreeing appropriate amendments to this Schedule 2 to ensure compliance with such law.
17. Nothing in these Terms and Conditions is intended to govern the processing of personal data as it relates to personal data collected by us (or a third party or agent instructed by us) as an independent controller. For information on how we process personal data as an independent controller, please see our privacy policy made available on our website.
18. Some of our Access Products may have an API, allowing the transfer of data (which may include personal data) to and from the Access Product to a third-party product (“Third-Party API”) or a separate Access Product (only where You have a licence to this separate Access Product will the API be turned on). Where an API exists, this will be shown in the Product Fact Sheet, along with the types of personal data permitted for sharing (the “API Data”). Whether a Third-Party API is turned on or off is at your discretion, where it is turned on, you are authorising Us to share the API Data to the third-party and where relevant, receive API Data for input into the Access Product. We are not liable or responsible for the quality or accuracy of API Data shared to us via a Third-Party API. Nor are We liable for what happens to the API Data once sent outbound via a Third-Party API (the “Transferred API Data”). The Transferred API Data will be governed by the contract held between you and the relevant third-party.
3. Details of Processing
For details of how personal data is processed under this Agreement, please register to see our "GDPR Portal" at https://access-support.force.com/Support/s/gdpr-hub. You may also request a copy of the Product Fact Sheet from Your Access Account Manager.
If you are not already registered on the GDPR Portal you will need to do so. If you have any problems registering, please contact supportCommunity@theaccessgroup.com
4. Security Standards
We are currently ISO27001 certified, and we undertake to maintain this certification for the Licence Term. ISO27001 certification demands best in class controls across:
Information security policies
Organisation of information security
Human resource security
Asset management
Access control
Cryptography
Physical and environmental security
Operations security
Communications security
System acquisition, development and maintenance
Supplier relationships
Information security incident management
Information security aspects of business continuity management
Compliance; with internal requirements, such as policies, and with external requirements, such as laws
Nothing in clause 4 to this Schedule (or otherwise) shall prevent Us from replacing the ISO27001 certification with a certification of equivalent or enhanced standing.
all transmission of the Customer Content shall be performed in an encrypted format, with the exception of the production of reports for you.
For the purposes of this Personal Data Schedule the parties set out below a description of the personal data being processed under this agreement and further detail required pursuant to the GDPR: