Please read these Terms and Conditions carefully. All contracts that the DACOG may enter into from time to time [for the provision of DACOG’s services] shall be governed by these Terms and Conditions, and DACOG will ask the customer for the Customer’s express written acceptance of these Terms and Conditions before providing [any such services] to the Customer.
a) The amount specified in Section 4 of the Services Order Form; and
b) Such amount as may be agreed by the parties in writing from time to time;
c) Other custom charges that are listed thereafter which the Customer agrees to pay by consenting to the Terms of Services guiding such charge;
4.1.1. Co-operation, Support and advice
4.1.2. Information and documentation
4.1.3. Government, legal and regulatory Licences, consent and permit, as are reasonably necessary to enable the Host perform its obligations under the Contract
5.2. The Customer warrants to the Host that the Hosted Data or the Hosted data when used by the Host in accordance with the Contract will not infringe the intellectual property rights or other legal rights of any person and will not breach the provisions of any law, statue or regulation in any jurisdiction and under any applicable law
5.3. If the Host reasonably suspect that any elements of the Hosted data breaches Clause 5.2 or breaches any position of Schedule 1 (Acceptable use Policy) the host may edit or delete the relevant Hosted Data to the extent reasonably necessary to ensure that it no longer breaches that position.
5.4. The Host shall create a back-up copy of the Hosted data at least daily, to ensure that each such copy is sufficient to enable the Host to restore the Hosting Services to the state that they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days
5.5. Within the period of 1 Business Day following receipt of a written request from the Customer, the Host shall use all reasonable endeavours to ensure the Hosting Platform the Hosted Data stored in any back-up copy created and stored by the Host in accordance with clause 5.4. The Customer acknowledges that this process will overwrite the Hosted data stored on the Hosting Platform prior to the restoration.
5.6. Save to the extent expressly provided otherwise in this Terms and Conditions, the Customer shall be responsible for creating and maintaining back-ups of the Hosted Data and any other relevant data relating to the Hosting Services, and if necessary for restoring such data to the Hosting platform
5.7. Upon the date of effective termination of the contract, the Host shall make available to the customer for download an electronic copy of the hosted data (as constituted upon that date) the Host shall however have no obligations under the clause 5.7 to make available such Hosted data if any amounts payable by the customer to the Host under the Contract are due but unpaid upon that date. The Customer acknowledges that whilst the Host may delete the Hosted Data from its computer systems following termination, the host may also retain such Hosted Data after termination for legal compliance and/or for technical reason, subject in each case to the other provisions of the contract.
6.1. Nothing in this terms and conditions shall operate to assign or transfer any Intellectual Property Rights from the Host to the Customer, or from the Customer to the Host
7.1. The Customer shall pay the Charges to the Host in Accordance with these Terms and Conditions
7.2. All amount stated in the relations to this Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes OR exclusive of any applicable value added taxes which will be added to those amounts and payable by the Customer to the Host
7.3. The host may elect to vary any element of charges by giving to the Customer not less than 30 days written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceed 2% over the percentage increase since the date of the most recent variation of the relevant elements of the Charges under the Clause 7.3 or if no such variation has occurred since the date of execution of the Contract in the Retail Prices Index all items published by the UK office for National statistics
8.1. The Host shall issue invoices for the Charges for the Customer from time to time during the Term Or on after the invoice dates set out in Section 4 of the Services Order Form or dates for invoicing
8.2. The Customer must pay the Charges to the Host within the period of 30 days following the issue of an invoice in accordance with Clause 8 Or the receipt of a receipt issued with an accordance with Clause 8.
8.3. The customer must pay the Charges by Debit Card, Credit Card, Direct Debit, Bank Transfer or Cheque using such payment details as are notified by the Host to the Customer from time to time.
8.4. If the Customer does not pay any amount properly due to the Host under this Terms and Conditions the Host may:
8.4.1. Change the Customer interest on the overdue amount of the rate of 8% per annum above the Bank of England rate from time to time which interest will accrue daily until the date of the actual payment and be compounded at the end of each calendar month or
8.4.1. Claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts interests Act 1998
8.4.1. ……………….. if the customer does not pay any amount properly due to Host under this Terms and Conditions, the Host may Charge the Customer interest on the overdue amount of all the rate of over 2% per annum above the Bank of England Base rate from time to time which interest will accrue daily until the date pof actual payment and be compounded at the end of each calendar. The statutory Compensation under the Late Payments of Commercial Debts Interest Act 1998, and that its contractual rights under this clause 8.4 substitute a substantial remedy within the meaning of the Act
9.1.1. Keep the Customer Confidential Information strictly confidential
9.1.2. Not to disclose the Customer Confidential Information to any person without the Customer’s Prior written consent, and then only under conditions of confidentiality approved in writing by the Customer Or no less onerous than those contained in this Terms and Conditions.
9.1.3. Use the same degree of care to protect the Confidentiality of the Customer Confidential Information as the Host uses to protect the Host’s own Confidential Information of a similar nature, being at least a reasonable degree of care.
9.1.4. Act in good faith at all time in relation to the Customer Confidential Information and
9.1.5. Not use any of the Customer Confidential Information for any purpose other than specify purposes.
9.2. The Customer must:
9.2.1. Keep the Host Confidential Information strictly confidential
9.2.2. Not disclose the Host confidential information to any person without the Host prior written consent, and then only under conditions of confidentiality approved in writing by the Host OR no less onerous than those contained in this Terms and Conditions.
9.2.3. Use the same degree of care to protect the confidentiality of the Host Confidential Information as the Customer uses to protect the customers own confidential information of a similar nature being at least a reasonable degree of care.
9.2.4. At in good faith at all times in relation to the Host Confidential Information and
9.2.5. Not use any of the Host Confidential Information for any purpose other than specify purposes
9.4. No obligations are imposed by the Clause 9 with respect to a party’s Confidential Information if that Confidential Information
9.4.1. Is known to the other party before this Terms and Conditions and is not subject to any other obligations of confidentiality
9.4.2. Is or become publicly known through no act or default of the other party or
9.4.3. It’s obtained by the other party by a third party in circumstances where the other party has no reason
9.7.1. Irreversible deletes from its media and computer systems all copies of the other party’s Confidential Information and ensure that the other party’s Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the relevant party has directly or indirectly disclosed that Confidential Information
9.7.2. Ensure that no other copies of the other Party’s Confidential Information remain in the relevant party’s possession or control or the possession of control of any person to whom the relevant party has directly or indirectly disclosed the other party’s Confidential Information¨
9.7.3. Certify in writing to the other party that it has complied with the requirement with this Clause 9.7, subject in each case to any obligations that the relevant party has under the Contract to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under the Clause 9.7 to delete or to cease to possess or control any of the other party’s Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information, or to the extent that the Confidential Information is contained in (define excluded document type)
9.8. The provision of this Clause 9 shall continue in force indefinitely following the termination of the Contract OR for a period of 5 years following the termination of the Contract, at the end of which period they will cease to have effect.
10.5.The Host shall only process the Customers Personal Data on the Documented Instructions of the Customer including with regards to the transfer of the Customer Personal Data to a third county under the Data Protection Laws as set out in this Terms and Conditions or any other documents agreed by the parties in writing.
10.6.The Customer hereby authorises the Host to make the following transfers of Customer Personal Data:
10.6.1. The Host may transfer the Customer Personal data Internally to its own employees, offices and facilities in jurisdiction, providing that such transfer must be protected by appropriate safeguards, namely (specify safeguards).
10.6.1. The Host may transfer the Customer Personal Data to its third part processor in its jurisdiction identified else where in this Clause 10 and may permit its third-party processors to make such transfers, providing that such transfer must be protected by any appropriate safe guard identified therein.
10.6.1. The Host may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
10.6.1. The Host may transfer the Customer Personal data from the UK to the EEA, and may permit its third party processor to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit form adequacy regulations under the UK GDPR and
10.6.1. The Host may transfer the Customer Personal Data from the EEA to the UK and may permit it third party processor to do so, in any period during which the UK is not treated as third countries under the EU GDPR or during which the UK benefits form an adequacy decision under the EU GDPR
10.7.The Host shall properly inform the Customer if, in the opinion of the Host an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
10.8.Notwithstanding any other provision of the Contract, the Host may Process the Customer Personal Data if and to the extent that the Host is required to do so by applicable law. In such case, the Host shall inform the Customer of the legal requirement before processing unless that law prohibit such information on important of public interest.
10.9.The Host shall ensure that person authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.10. The Host and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data including the measures specified in the information security policy of the Host as it may be updated by the Host form time to time or following measures (specify measures).
10.11. The host must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer in the case of a general written authorisation, the Host shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Host must not implement the Changes or the Customer may terminate the Contract on 7 days written notice to the Host, providing that such notice will be given within the period of 7 days following the date that the Host inform the Customer of the intended changes or (specify consequences of objection) the host shall ensure that each third party processor is subject to the same or equivalent legal obligations as those imposed on the Host by this Clause 10.
10.12. The Host is hereby authorised by the Customer to engage, as sub-processors, with respect to Customer Personal Data, the following third parties within the following categories OR the following third parties and third parties within the following categories (insert unauthorised sub-processor information, including details of related authorised third country transfers?
10.13. The Host shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to request exercising a data subject rights under the Data Protection Laws
10.14. The Host shall assist the Customer with the obligations relating to the security of processing of personal data breeches to the supervisory authority, the communication of personal data breeches to the data subject, data protection impact assessments and prior consultation in relation to High-risk processing under the Data Protection Laws. The Host may charge the Customer at its standard time-base changing rates for any work performed by the Host at the request of the Customer pursuant to the Clause 10.14
10.15. The Host must notify the Customer of any Personal Data breech affecting the Customer Personal Data without undue delay and in any case not later than 24 or 36 or 72 hours after the Host becomes aware of the breech.
10.16. The Host shall make available to the Customer all information necessary to Demonstrate the compliance of the Host with its Obligation under this Clause 10 and the Data Protection Laws, the Host may charge its Customer at its standard time-base charging rate for any work performed by the Host at the request of the Customer pursuant to this Clause 10.16, providing that no such charges shall be levied with respect to the completion by the Host at the reasonable request of the Customer, not more than once per calendar year of the standard information security questionnaire of the Customer
10.17. The Host shall, at the choice of the customer delete or return all the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant personal data.
10.18. The Host shall allow for and contribute to audit including inspections conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Host’ processing of Customer Personal Data with the Data Protection Laws and this Clause 10. The Host may charge its customer at its standard time-baaed charging rate for any work performed by the Host at the request of the Customer’s pursuant to this Clause 10.18, providing that no such charges shall be levied were the request to perform the work arises out of any breech by the Host of the Contract or any security breech affecting the system of the Host.
10.19. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing or Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non compliance.
11.2.The Host warrants to the Customer that:
11.2.1. The Host has the legal right and authority to enter into the contracts and to perform its obligations under this Terms and Conditions
11.2.2. The Host will Comply with all applicable legal and regulatory requirement applying to the exercise of the Host’s right and the fulfilment of the Host’s obligations under this Terms and Conditions and
11.2.3. The Host has or has access to all necessary know-how, expertise and experience to perform its obligations under this Terms and Conditions
11.3.The Customer warrants to the Host that it has the legal right and authority to enter into the Contract and to perform its obligations under this Terms and Conditions
11.4.All of the parties’ warranty and representations in respect to the subjects matter of the Contract are expressly set up in this Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
12.1.The Host shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses including legal expenses and amount reasonably paid in settlements or legal claims suffered or incurred by the Customer and arising directly or indirectly as a result of any breech by the Host of these Terms and Conditions OR (specify provisions) (Host Indemnity event)
12.2.The Customer must:
12.2.1. Upon becoming aware of an actual or potential Host Indemnity Event, Notify the Host
12.2.2. Provide to the Host all such assistance as may be reasonably requested by the Host in relation to the Host Indemnity Event.
12.2.3. Allow the Host the exclusive Conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Host Indemnity Event and
12.2.4. Not admit liability to any third party in connection with the Host Indemnity Event or settle any dispute or proceedings involving a third party and relating to the Host Indemnity Event without prior written consent of the Host, without prejudice to the Host’s obligations under Clause 12.1 OR and the Host obligation to indemnify the Customer under the Clause 12.1 shall not apply unless the Customer complies with the requirements of this Clause
12.3.The Customer shall indemnify and shall keep indemnified the Host against any and all li abilities, damages loses costs and expenses including legal expenses and amount reasonable paid in settlements of legal claims suffered or incurred by the Host and arising directly or indirectly as a result of any breech by the Customer of these Terms and Conditions OR (specify provisions) (a “Customer Indemnity Event”)
12.4.The Host must:
12.4.1. Upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer.
12.4.2. To provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event.
12.4.3. Allow the Customer the exclusive conduct of all dispute, proceedings, negotiation and settlements with third parties relating to the Customer Indemnity Event and
12.4.4. Not admit liability to any third party in connection with the Customer Indemnity Event or settle any dispute or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, without prejudice to the Customer’s obligation under Clause 12.3 OR and the Customer’s obligation to indemnify the Host under Clause 12.3 shall not apply unless the Host complies with the requirements of this Clause 12.4.
12.5.The indemnity protection set out in this Clause 12 shall OR shall not be subject to the limitations and exclusions of liability set out in the Contract, except (exceptions).
13.1.Nothing in this Terms and Conditions will:
13.1.1. Limit or exclude any liability for death or personal injury resulting from negligence
13.1.2. Limit or exclude any liability for fraud or fraudulent misrepresentations.