SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS
Please read these terms and conditions carefully as they contain important information about your legal rights, remedies and obligations. By registering for our services and using the GPS Money platform either from a mobile device or our websites you agree to comply with and be bound by these terms and conditions
GPS Money is a trading name of Global Private Solutions Limited (also trading as “GPS”), a company incorporated and registered in England and Wales with company number 08134425 whose registered office is at Palladium House, 1 – 4 Argyll Street, London, W1F 7LD and who is authorised and regulated by the FCA under FCA register number 822095 ("GPS", "we", "us" or "our").
In this Agreement “Client”, "you" or "your" means the person purchasing Services (as defined below) from us, as identified on the Client Details and Settings (as defined below).
- About These Terms and Conditions
- These terms and conditions (the "Terms and Conditions") set out your legal rights and responsibilities, our legal rights and responsibilities and certain key information required by law.
- In these Terms and Conditions, the following definitions apply:
“Accounts" means accounts that you hold with Account Providers.
“Account Information” means Client account details, transactions and balances; account features and benefits and regular payment details.
“Account Providers” means the banks and other third-party institutions.
"Agreement" means these Terms and Conditions and, where applicable, the Data Protection Appendix.
“App” or “Application” means the accompanying mobile application available as a download from Google Play and Apple App Store
“Client Authorised Third Parties” means such persons that the Client grants right of access to Client’s Account Information and to edit Client Details and Settings solely for the benefit of the Client in accordance with the terms of this Agreement whose access is granted in accordance with clause 4.3
“Client Details and Settings” means the account information you provide which may be updated via the settings menu on the Platform (where available or by contacting GPS where the online functionality is not available), therefore references to Client Information means the Client Information as amended.
“Fees” means the fees payable by you in accordance with clause 5.
“Plan” means the bundled packages of Services that registered users may purchase from the Site on a subscription basis, the contents of which are described on the Site as amended from time to time in accordance with this Agreement.
“Platform” means the registered users’ platform on the Site or App from which the Client and Third Parties may access the Services.
"Report" means any report or information which is generated through the use of the Services.
"Site" means our websites at: www.gpsmoney.co.uk and www.globalprivatesolutions.com and the GPS Money mobile Applications.
“Sub Users” means such persons as identified by the Client that the Client grants limited right of access to Client’s Account Information solely for the benefit of the Client in accordance with the terms of this Agreement, whose access is granted in accordance with clause 4.3
"Third Parties" means Client Authorised Third Parties or Sub Users or parties that the Client request GPS to send their information to.
- These are the terms and conditions which apply to our supply to you of bundled packages of services (the "Services" and each of them being a "Service") using our expenditure management and analysis software known as Global Private Solutions (the "Software") accessed through the Platform in accordance with your choice of Plan as identified in the Client Details and Settings. If you subscribe to our Services you agree to be legally bound by these Terms and Conditions. You should read these Terms and Conditions carefully before subscribing to our Services and should not subscribe to any of the Services unless you accept these Terms and Conditions. If you use any of the Services or our Software, then your use will be subject to these Terms and Conditions.
- We may amend these Terms and Condition at any time o enable us to comply with changes to applicable legislation, regulatory requirements or industry standards in relation to the Services or to enable us to modify the way in which we provide the Services to you (provided that this does not materially adversely impact the Services delivered to you). We will inform you of a change either (i) through the Services, when you next login to your User Account (defined below), or (ii) by e-mail; or (iii) issuing an updated set of Terms and Conditions to you. If you do not agree to any change we make you must inform us immediately and we may have to terminate your access to the Services. Your continued use of the Services is your deemed acceptance of any changes we make.
- If you don't understand any of these Terms and Conditions and want to ask us about them or if you would like to contact us about any other aspect of our Services, please contact us by:
- email: firstname.lastname@example.org (emails will be responded to Monday to Friday between: 9.30am to 5.30pm); and
- telephone: +44 207 078 7296 (Monday to Friday: 9.30am to 5.30pm).
- INFORMATION ABOUT THE SITE, THE SOFTWARE AND THE SERVICES
- Information Provided on Our Site
- We try to make sure that all information on the Site, including descriptions of the Software and the Services and Fees (defined below), is accurate and correct at all times. However, mistakes do happen. We will try to resolve all errors in information on the Site as soon as reasonably possible and if we think that such an error has affected you we will try to let you know.
- If we discover an error in the Fees for the Services we will inform you as soon as reasonably possible. You will then be given the option of re-confirming your Agreement (defined below) at the correct price or cancelling your Agreement.
- If you decide to cancel your Agreement after we have informed you of a pricing error and you have already paid for the Services, we will give you a full refund as soon as reasonably possible (and in any event within thirty (30) days of cancellation).
- Availability and Discontinuance of the Services
- We shall use commercially reasonable endeavours to make the Services available, except for routine and emergency maintenance. However, access to the Services is not guaranteed. From time to time we may withdraw or amend any of the content and services provided via the Services without notice, provided that if we intend to stop providing the Services or making available the Platform during your Subscription Period (defined below), without prejudice to our other rights under your Agreement (defined below), we will give you at least thirty (30) days prior written notice. No refund will be paid to you unless We fail to provide the required notice of such unavailability of the Services. We will not be liable if the Services or any content is unavailable at any time for any reason. From time to time, we may restrict access to some parts of the Services, or the entire Services, including to users who have registered with us.
- You are responsible for making all arrangements necessary for you to have access to the Services (for example ensuring you have an available internet connection).
- You acknowledge that the Services are dependent upon other people (such as technical service provider and other service providers). We will try to ensure that the Services are available to you at all times, though we can't promise that the Services will always be available, accurate or work perfectly (for example, in the case of maintenance, fraud, or a fault in the systems used to provide the Services). These events are outside of our control.
- Your obligations
- Acceptable use of the Services
- When you have entered into an Agreement with us, you will have the right to access and use such Services and any Software that forms part of such Services in accordance with these Terms and Conditions.
- You may use our Services only for lawful purposes. You may not use our Services:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
- to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
- You will not, nor allow third parties on your behalf, to (i) make and distribute copies of the Services or our Software; (ii) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Services or our Software; (iii) create derivative works of the Services; (iv) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Services or our Software; (v) make alterations to, or modifications of, the Services or our Software, or permit the Services or our Software to be combined with, or become incorporated in, any other programs.
- If you breach any of your obligations under Clauses 1.2 or 3.1.3, then we shall be entitled to suspend the supply of the Services and your access to the Platform with immediate effect. We shall notify you of such suspension and (unless prevented by law or the order of a court) shall provide you with the reasons for such suspension.
- Your User Log-in
- If you become a registered user of the Services and create an account with us ("User Account"), you will require a valid email address, mobile number and will be asked to enter a username, password and any other piece of information we deem necessary as part of our security procedures ("Login Details").
- You must provide us with any other details we collect from you at registration, so that we can administer the Services and your User Account. We may request valid identification documentation for you and any Client Authorised Third Parties or Sub Users which you agree to provide to us as a condition of using the Services, if so requested.
- It is your responsibility to ensure that your Login Details and all other details in relation to your account remain confidential at all times and you should not share your Login Details with anyone else. You agree to let us know as soon as possible if you know or reasonably suspect that the security of your User Account is at risk.
- You will notify us via the Platform if your relationship with your Third Party terminates (which notification shall include withdrawing your consent for the relevant Third Party to access your Account Information) and provide us with the details of any replacement(s) engaged by you.
If you are under the age of 18 you may not subscribe to our Services. You will need an active email address and mobile number at which you can be easily contacted.
You agree to defend, indemnify and hold harmless GPS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your breach of this Agreement.
- YOUR ACCOUNT INFORMATION AND OTHER CONTENT
- Accessing Your Accounts
- You can access your User Account by logging into the Platform.
- By using our Services you are authorising us to connect to your Accounts to retrieve your Account Information, including by accessing the interfaces (including application programming interfaces, customer portals and websites) of your Account Providers, on your behalf, to retrieve Account Information for the purposes of providing the Services. In this respect, you grant us the right to act in your name to access the Account Provider sites, and retrieve and use the Account Information (as fully as you could do in person yourself) for the purposes of providing the Services. Any consent you provide us to share information generated from the Account Information via the Services with your Third Parties is set out in clause 4.4.
- When we access and retrieve Account Information from Account Provider sites we use a third party and in doing so we act on your behalf (in legal words, we act as your "agent"), and not on behalf of any Account Provider.
- To access the Account Information, we use automatic tools on a regular basis.
- You may authorise GPS to connect with further Accounts and/or Account Providers or withdraw your permission for GPS to connect with a particular Account or Account Provider via the Platform.
- Unless you otherwise withdraw authorisation or do not reconfirm such authorisation when required, GPS will be entitled to access Account Information during the Subscription Period. GPS will access the Account Information on a recurring basis to ensure that the information and reports generated via the Services are as accurate and up-to-date as possible. You may be requested to reconfirm its authorisation for GPS to access to Account Information and failure to do so may affect GPS' ability to provide the Services.
- You may not be able to access all of your Accounts through the Platform – details of those Accounts that can be accessed are displayed via the Platform. If we do not support a particular Account or financial institution, you can contact us to ask if it can be added.
- You agree that your Account Providers are entitled to rely on the authorisation in Clause 4.1.2.
- If you no longer want us to access one or more Accounts you may change the access information via the Platform or contact us using the contact details in Clause 1.5.
- Responsibility for Your Accounts
- Your Account Providers are responsible for the Accounts they provide. This applies even when any instructions or information regarding those Accounts are viewed or transmitted via the Platform.
- Account Providers may or may not allow you to use services similar to the Services to access the Account Information they hold on their sites. They also may or may not place restrictions (under the terms that you have agreed with them) on your use of those sites or Account Information. It is your responsibility to check if your Account Provider stops you from using the Services (for example, by prohibiting you from downloading your Account Information using tools like the Services). We have no control over your right or ability to view your Account Information or transact on your Accounts.
- On an ongoing basis, including each time you use the Services, you confirm to us that:
- you are legally authorised for each Account in respect of which you use the Services (whether or not you are the Account holder) and any joint Account holder has consented to your use of the Services. You may not use the Services in respect of any Account you are not authorised to use; and
- you have the right to use the Services in respect of each relevant Account Provider's sites and Account Information.
- We do not check the Account Information for accuracy, legality or otherwise. We are not responsible for the Account Information or products and services offered by others.
- You acknowledge there may be issues with accessing Account Information, and with Account Information being accurate or up to date. You may be able to request a refresh through the Services if it appears to be out of date.
- Third Party Access to Account Information
- You confirm your consent for GPS to grant such Third Parties as you specify in the Platform access to the Account Information that the applicable Third Party is granted access to, on the terms of this Agreement
- If you require further Third Parties to access the Account Information, you may update the Client Details and Settings with the name of the relevant Third Party, the type of information that may be accessed and the Accounts to which access shall be granted.
- You may withdraw your consent for any Third Party to access the Account Information at any time either via the Platform or by notifying GPS in writing. Following receipt of such request, GPS shall promptly disable the Third Party's access and the Client Details and Settings shall be deemed to have been amended to remove the relevant Third Party.
- You agree: (i) to ensure that the nominated Third Party maintains the confidentiality and security of the Account Information and any other information accessed by that Third Party via the User Account or otherwise made available to that Third Party by you, or by GPS (together, the "Information"); (ii) to be responsible for any misuse or unauthorised disclosure of such Information by the nominated Third Party; and (iii) that GPS shall not be responsible for or liable to the Third Party for any matters arising out of or in connection with the Information or to you, the Client, for any use that the Third Party makes of such Information.
- The charges payable by you are the relevant Fees set out on the Site for the applicable Plan (the "Fees"). All Fees are payable in advance on a monthly basis.
- The Fees for the Services:
- are in pounds sterling £ (GBP); and
- include VAT at the applicable rate.
- The Fees will be billed automatically to your chosen payment method at the start of the monthly period, as specified in the Client Details and Settings, and will auto-renew on a Monthly (defined below) basis until such time as your subscription to the Services is terminated.
- You can pay for the Services using our online payment system, by any of the credit cards, debit cards or other payment cards accepted by us, as identified on our online payment system.
- All payments by credit card or debit card need to be authorised by the relevant card issuer and we may also need to use extra security steps if required by the card issuer.
- We will do all that we reasonably can to ensure that all of the information you give us when paying for our Services is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
- By making payment by a payment card you are confirming that you are 18 years of age and have authority from the cardholder to use such payment card.
- Any currency conversions within the Platform are based on FX rates that are as accurate as reasonably possible but GPS has no responsibility for variations in FX rates.
- You acknowledge that GPS may change the Fees at any time but will notify Clients of any such change. GPS reserves the right to vary the Fees at its discretion on a case by case basis where circumstances make such variation necessary or equitable.
- PERIOD OF AGREEMENT AND CANCELLATION RIGHTS
- Duration of Agreement
- We will supply the Services to you for period of one month from the date on which we notify you of our acceptance of your subscription via the Platform and grant you full access to use the Services using your User Account (the "Subscription Commencement Date"), and those Services shall automatically continue on a monthly basis from the Subscription Commencement Date (and each such period shall be a "Month" and "Monthly" shall be construed accordingly) until such time as you choose to terminate our Services or if the Services are otherwise terminated in accordance with the terms of the Agreement (the "Subscription Period"). At the end of the Subscription Period your access to the relevant Services will be discontinued immediately and your right to benefit from those Services and use of the Platform will end.
- Cooling-Off Period
- You have the right to cancel the Services within 14 days without giving any reason. This cancellation period will expire after 14 days from the Subscription Commencement Date.
- To exercise the right to cancel, you must inform us of your decision to cancel your Agreement by calling us on +44 207 078 7296.
- To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
- If you cancel the Services under this Clause 6.2, we will reimburse to you all payments received from you except where we are allowed to keep such payments such as where we have started to provide the Services within the 14–day cancellation period and you have accessed the Services within the 14–day cancellation period.
- We will make the reimbursement without undue delay, and not later than 14 days after the days on which we are informed about your decision to cancel the Services.
- We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
- Your Right to Cancel
- You may cancel your Agreement with us at any time by providing us with notice to that effect using the contact details at Clause 1.5, and such cancellation shall take effect from the end of the relevant Month in which such notice is received.
- Our Rights of Cancellation and Suspension
- We may cancel our Agreement with you for the supply of Services with immediate effect before the end of the Subscription Period by giving you written notice at any time:
- if you are in material breach of any of your obligations under that Agreement (including your obligation to pay the Fees) and you fail to remedy that breach (if capable of remedy) within 30 days after receiving written notice of the breach from us; or
- if you are in breach of any of your obligations under that Agreement on more than three occasions during any six month period (even if you have remedied those breaches on previous occasions), or
- if, at our own discretion we wish to cancel the Agreement.
- Your access to the Services is subject to your payment of the relevant Fees. In the event that we are unable to debit payment from you, we may suspend your access to the Services until payment is made.
- Consequences of Cancellation
- If we cancel our Agreement with you for the supply of Services under Clause 6.4.1 of these Terms and Conditions then you will not be entitled to any refund of payments made by you in respect of such Services. You shall also pay us on demand following such cancellation all sums that are due by you to us as at the relevant date of cancellation.
- On the cancellation of our Agreement with you for the supply of the Services your access to the relevant Services and/or the Software will be discontinued immediately and your right to benefit from that Services and use such Software will end immediately from the date of cancellation.
- ISSUES WITH TH SERVICES
- When we supply the Services:
- we will perform the Services with reasonable skill and care and in accordance with all applicable laws and regulations;
- we will use all reasonable efforts to ensure but we do not guarantee that the Services and our Software are free from defects, viruses and other malicious content;
- we do not promise that the Services and our Software are compatible with any third party software or equipment except where we have said that they are in the guide to their use or on our Site; and
- you acknowledge that there may be minor errors or bugs in the Services.
- To avoid faults happening, you must use the Services only on the recommended third party software and equipment set out in the guide to its use or on our Site.
- For your own benefit, you should make sure that you have appropriate software and systems in place to check for viruses and other malicious content.
- If you have any issues with the Services, please contact us at email@example.com and we will do our best to help you. If we are unable to resolve the issue together, we will attempt to resolve the issue by alternative dispute resolution. Alternative dispute resolution is a where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may submit a complaint to the Financial Ombudsman Service via their website at https://www.financial-ombudsman.org.uk/.
- Nothing in these Terms and Conditions or your Agreement affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
- PROPRIETARY RIGHTS AND LICENCE
- All trade marks, copyright, database rights and other intellectual property rights of any nature in: (i) the Services (including their appearance, how they function and branding); (ii) the materials we use to provide you with the Services, together with the software and any underlying software code; and (iii) any documents, materials or reports produced by us in the course of providing the Services and/or generated by the Services (together, the "Services Materials"), are owned by us or our licensors. We may also use open source software code in the Services.
- We grant you a revocable right to use the Services Materials for your personal (non-commercial) use in accordance with these Terms and Conditions and the terms of your Agreement.
- Notwithstanding the terms of Clause 8.2, you are permitted to share the Reports or extracts of the Reports with third parties (including Third Parties) engaged by you to enable those third parties to provide you with certain services or professional advice, provided that: (i) you shall ensure that those third parties maintain the confidentiality and security of the Reports; (ii) you will be responsible for any misuse or unauthorised disclosure of such Reports by those third parties; and (iii) we shall not be responsible for or liable to those third parties for any matters arising out of or in connection with the Reports that you choose to share with them or to you for any use that such third parties make of the Reports.
- DATA PROTECTION
- We are committed to complying with all applicable data protection legislation (including the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any United Kingdom legislation that incorporates or replaces the GDPR) in relation to your personal information.
- Where you are an individual, the following terms in respect of data protection apply to you:
- If you are a corporate entity the terms of the Data Protection Appendix shall apply to you.
- LIMIT ON OUR RESPONSIBILITY TO YOU
- The Services have not been developed to meet your individual circumstances. It is your responsibility to ensure that the Services meet your needs.
- We only supply the Services for domestic/personal/business use. You may not use the Services for commercial or resale purposes, and we have no liability to you for any loss of profit, loss of revenue, loss of business, business interruption, or loss of business opportunity. We also have no liability to you for any damage or alteration to your equipment or software as a result of the use of the Services.
- The Services which we provide are for the purposes of information only and do not include the provision of any advice. We do not provide or offer any financial, investment, legal or tax advice in connection with the Services we provide, and nothing in our Site or in our communications with you should be regarded as any recommendation or advice provided by us. Similarly, a Report does not constitute the provision of financial, investment, legal or tax advice and any decisions you make in relation to your investments after the receipt of such a report are therefore solely your responsibility. You should not rely on information, content or materials on the Services or in any Report as the sole basis for making a financial decision. You should use your own judgment, original bank statements or other third party statements and seek professional advice if appropriate. Accordingly, you agree that we are not responsible or liable to you for:
- any action (or inaction) resulting from use of or reliance on any information, content and materials displayed on the Services or in any Report (or any loss or damage you suffer as a result);
- third party sites or services linked to or accessed from the Services (or your use of, or reliance on, those third party sites or services); or
- any dealings you have with service providers (including Third Parties, your Account Providers, technical service providers and any other service providers) through the Services.
- In the course of providing the Services and/or any Reports, we may supply you with information, data or other material from third party sources ("Third Party Material"). We are not responsible or liable for the accuracy or completeness of any Third Party Material and it is your responsibility to verify such information. The terms of Clause 10.3 shall apply equally in relation to such Third Party Material.
- The Services consist of the functionality of our Software and the content in the Services made available via our Site. If a third party is using the Services to perform functions or provide you with advice (for example, a Third Party is providing you with financial advice), then that advice is a separate service provided by the Third Party and is not a part of the Services. We have no responsibility for and are not liable for any advice or service provided by a Third Party or any other third party.
- Except for any legal responsibility that we have under Clause 10.7, we are not legally responsible for:
- losses that:
- were not foreseeable to you and us when the Agreement was formed; or
- that were not caused by any breach on our part;
- business losses; and
- losses to non-consumers.
- Nothing shall exclude or limit our liability for death or personal injury caused by our negligence, for our fraud or fraudulent misrepresentation, or if we deliberately breach these Terms and Conditions in a major way that is designed to harm you, or for any other liability which cannot be excluded or limited under applicable law.
- To the maximum extent permitted by law, we disclaim all implied warranties with regard to the Services. We do not warrant that the information, content or materials displayed on the Services are accurate, sufficient or error-free, nor that the information displayed on the Services is, when accessed by you, up-to-date or complete.
- Subject to clause 10.6 and 10.7 our maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) breach of statutory duty or otherwise, shall in no circumstances exceed one hundred thousand pounds (£100,000).
- GENERAL TERMS
- If you are unhappy with the Services, our service to you, or any other matter, please notify us at firstname.lastname@example.org and include the following information: your name, telephone number and a description of your complaint if possible. We will attempt to resolve the matter quickly and efficiently using our internal complaint handling procedure.
- We may transfer our rights and obligations under your Agreement to another organisation, but this will not reduce your rights against us or our obligations. You may not transfer your rights or obligations to another person.
- If we fail to insist that you perform any of your obligations, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. Any waiver of our rights would need to be given by us in writing.
- Each of the conditions of these Terms and Conditions and of your Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- These Terms and Conditions are not intended to confer a benefit on, or be enforceable by, any person who is not a party to any Agreement formed under these Terms and Conditions.
- We may use service providers to support us in providing the Services. We will take reasonable care in selecting our service providers so as to protect your security.
- Please note that these Terms and Conditions and your Agreement, their subject matter and formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
- These Terms and Conditions and your Agreement are drawn up in the English language. All written communications between you and us relating to these Terms and Conditions and/or your Agreement are to be in English.
DATA PROTECTION APPENDIX
- DATA PROTECTION
- Where you are a corporate entity, the following terms in respect of data protection apply to you and in this paragraph 1:
- the terms "Controller", "Data Subject", “Personal Data”, "Personal Data Breach", "Processing" and "Processor" have the meanings given to them in the GDPR, and "Process" and "Processed" shall be construed accordingly; and
- “Data Protection Legislation” shall mean any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including the Data Protection Act 2018, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016 (the "GDPR") and any UK legislation that incorporates or replaces the GDPR.
- We both agree to comply with our respective obligations under the Data Protection Legislation and when we Process any Personal Data on behalf of you under this Agreement, we will:
- Process the Personal Data only in accordance with your lawful and documented instructions;
- take appropriate technical and organisational measures which are sufficient to comply with the obligations placed on us by the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation;
- only transfer any Personal Data outside the European Economic Area in accordance with Data Protection Legislation.
- be allowed to transfer Personal Data to a sub-processor, provided that we do so in accordance with Data Protection Legislation, enter into a written agreement with it that contains provisions similar to this paragraph 1.1 and will be liable for its performance of its data processing obligations pursuant to this Agreement;
- allow you to request and inspect any documents (and premises if reasonably required) necessary for you to monitor our compliance with this paragraph 1.1;
- take all reasonable steps to ensure the reliability of any of our employees, consultants, contractors and agents who will have access to any Personal Data ("Personnel"), and ensure that each member of Personnel has entered into an appropriate contractual agreement that requires them to keep the Personal Data confidential;
- use its reasonable endeavours to assist you to comply with Articles 32 to 36 of the GDPR (inclusive) at your expense; and
- on your request after termination of this Agreement, return or delete all copies of your Personal Data, except to the extent we are required to retain copies by any applicable law,
- and we will notify you:
- without undue delay, upon becoming aware of any Personal Data Breach;
- promptly, if we are required by applicable law to act other than in accordance with any of your instructions given under paragraph 1.1.3(a), provided we are not prohibited by law from doing so; or
- immediately, if we consider, in our opinion (acting reasonably), that any of your instructions under paragraph 1.1.3(a) infringe any of the Data Protection Legislation; and
- promptly, following our receipt of any request or notice from a Data Subject exercising their rights under the Data Protection Legislation or any written correspondence from the UK Information Commissioner's Office, and will provide you with reasonable co-operation and assistance as requested by you in relation to the same, at your expense.