Terms & Conditions

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CONNECT™ SOFTWARE PLATFORMS – END USER LICENCE TERMS   

 

INTRODUCTION 

These terms of use (our Terms) apply to the various Connect™ software modules we offer (collectively the Connect Software), including the Engage™ networking platform (Engage), Velociti™ Lead Generation platform (Velociti), and Gateway™ platform (Gateway) we provide, which you may access and use on a software as a service basis (Services) via our Sites. Separate terms of use apply to visitors to our websites who are not using the Services. 

These Terms, the Privacy Policy, the Code of Conduct and any order form or proposal we may provide to you, together with any other operating rules, policies and procedures we may publish from time to time, together make up the Agreement between you and us, setting out the basis on which we provide you, and you may access and use, the Service and our Site. In the event of any conflict or inconsistency between these documents, they will take precedence in the order in which they are stated above.   

We may amend the revision, you agree to be bound by the revised Agreement. When you sign up to use Connect Software, you should check the latest version of the documents making up the Agreement to make sure that you understand what terms will apply.  

This version one of these Terms was most recently updated on November 2023. Where amended versions are published in future You may obtain a copy of these by contacting us aodhan.hickey@ocoglobal.com.  

If you do not agree with the Agreement, including any amendments to same, you should stop using the Connect Software (or any relevant Services) immediately. 

 

DEFINITIONS 

We use the defined terms in bold text throughout these Terms, which each have the meanings set out below. They should make sense where used in these Terms, but are helpful to know:  

Connect Software has the meaning given to it above, and includes all or any of the modules comprising the Connect Software, depending on the terms of your licence, including Gateway, Engage and Velociti.  

Customer Equipment means a functioning mobile, desktop, laptop or handheld hardware device with internet access. Functionality may be limited on smaller form factor devices.  

Data refers to content featured or displayed through our Site or available through our Service, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on our Site or otherwise available through the Service.  

Documentation means any manuals, documentation and other supporting materials relating to the Service that we provide or make available to you. 

Individual Data is Data that you create or own. 

OCO refers to OCO Global Technology Limited, a limited company based in Northern Ireland registered under company number NI691067, with a registered office address is at 6 Citylink Business Park, Belfast, United Kingdom, BT12 4HB.   

Our Data is Data that we (or our third-party licensors/service providers) own. All Data that is not Individual Data or User Data is Our Data.  

Our Site means our website located at https://leoacademy.ococonnect.com, plus any relevant sub-domains or other websites we operate from time to time through which you may access our Connect Software. Separate terms apply to use of our other websites generally, which will be made available on those websites where you access them.   

Privacy Notice means our privacy notice which applies to the personal data or information which we or our affiliates process from time to time.  

Sensitive Data means (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver’s licence numbers or similar identifiers; passwords; details of racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information defined under the relevant UK and European data protection legislation as “Sensitive Personal Data” (or any similar term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time.  

Service or Services means access and use of our Connect Software on a software as a service basis via the Sites, and the associated Documentation (where applicable). References to use of or access to the Connect Software shall be similarly construed.  

Support means the support as set out at Section 8. 

User, You, and Your refer to the individual or entity accessing the Service, or using/directing the use of the Account; or that mandates the use of the Account in the performance of its functions, which may be you or a third party user, as the context requires or permits.  

User Data is Data created or uploaded by users other than you.  

Your Account means your account through which you log in to access the Service, which serves as your identity on the Connect Software; 

We, us or our refers to the entity which has licensed you to use the Connect Software.  

 

1. ACCOUNT TERMS 

 

Account Opening 

 

When opening Your Account, you warrant and represent to us that all information you provide in connection with your account application is true, accurate and complete and that you will inform us it changes at any time whilst you use our Service and Site. This includes where you represent yourself as being legally authorised to represent a third party or provide information on their behalf. 

 

To open an account, you must be a single human person responsible for everything done under that account. You must also be capable of entering into legally binding contracts. Therefore, you must also be of legal age to use our Site and Service in the country you reside in (or whose laws apply to them). Accounts registered by automated methods or by multiple individuals are not permitted.  

 

If you do not meet the above criteria, you must not open an account with us. We reserve the right to refuse service to anyone for any reason at any time and you will only be permitted to operate Your Account for the Connect Software where you have been invited by us and remain a part of our network and meet any other relevant criteria for use of the Connect Software outlined in the Agreement.  

 

You must not allow any other individual to access or use Your Account, remain responsible at all times for any actions taken using Your Account and should use your best efforts to prevent any unauthorised access to Your Account or the Services.  

 

Account Rules and Requirements 

 

Where you open an account with Connect Software, and/or use our Service, you must abide by specific rules, which we outline through the Agreement. We have set out some of the most important rules in these Terms below but these are in addition to the more specific rules set out in any Code of Conduct introduced by us(which apply to the extent permitted by law).  

 

Prohibited Uses 

 

You may use our Site and Service only for lawful purposes.  You may not use our Site or Service: 

 

  • In any way that breaches any applicable local, national or international law or regulation, including any copyright or trademark laws, export control or sanctions laws. You are responsible for making sure that your use of the Service complies with laws and any applicable regulations, including that you are not prohibited from using or receiving the Services by any relevant laws in the UK or which apply in the country in which you are resident or from which you propose to use or access same; 
  • In any way that is unlawful or fraudulent, or has any illegal or fraudulent purpose or effect; 
  • In any way which interferes with the use of our Services by other Users, or attempts to harm them or their business; 
  • In any way that relates to link building purposes or for the promotion of other goods or services for profit;  
  • To harm or attempt to harm others in any way, including to bully, insult, intimidate or humiliate any person; 
  • If you are not able to form legally binding contracts or are under the legal age in the country in which you reside (or to whose laws you are subject at any time); 
  • To attempt to, or access data not intended for you, such as accessing others’ accounts;  
  • To attempt to scan or test the security or configuration of our Site or our Services or to breach security or authentication measures without proper authorisation from us;  
  • To send, knowingly receive, upload, download, use or reuse any material which does not comply with our content standards (including those outlined in our Code of Conduct) or general standards of decency and propriety; or 
  • To transmit or procure any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam), or any other chain letters or promote any pyramid schemes. 

 

You also agree: 

 

  • Not to harvest or otherwise collect information about users, including email addresses without their consent, or otherwise access, monitor, or copy any content or information from our Site or our Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission, provided that you may access and use information made publicly available as outlined in Section 3 below; 
  • Not to act illegally or maliciously against our business interests or reputation, or that of other users; 
  • Not to take any action that might undermine the feedback or rating systems forming part of our Site or our Services;  
  • Not to, or attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;  
  • Not to, or attempt to, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services (or their underlying software), access all or any part of the Services to build a product or service which competes with the Services,  
  • Not to, save as expressly permitted in these Terms, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; 
  • Not to access without authority, interfere with, damage or disrupt any part of our Site or Services, any equipment and not to take any action that places excessive demand on our Services, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in our sole discretion), our servers or other portion of our infrastructure supporting our Site;  
  • network on which our Site is stored, any software used in the provision of our Site or Services or any equipment or network or software owned or operated by any third party;  
  • To use our Site and Services in compliance with any applicable terms that are relevant to in the context of any organisation or company on whose behalf you are working or whom you may represent when using the Connect Software, and generally per any legal requirements that may otherwise apply to you; and  
  • Not misuse our Site or Services by knowingly introducing viruses, trojans, worms, logic bomb, or otherwise technologically harmful material. You must not attempt to gain unauthorised access to the server on which our Site resides or any server, computer or database connected to our Site or attack our Site via a denial-of-service attack or a distributed denial-of-service attack.  
  • Not to use our Services to collect, manage or process Sensitive Data. We will not accept any liability that may result from your use of the Services to do so. The Services are not designed to comply with industry-specific regulations such as the US Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), or other laws relating to industries where financial data or additional Sensitive Data is regularly exchanged, so you may not use the Services otherwise where your communications would be subject to such laws.  

 

By breaching these provisions, you may commit a criminal offence in the UK or elsewhere. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them.  

 

You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Connect Software.  

 

Account Administration  

 

Subject to these Terms, you are responsible for Your Account, your Individual Data uploaded through it and your interactions with other Users, subject to any responsibility your company or employer may vicariously have for your acts or omissions when using the Connect Software.  

 

By providing any information that relates to a company, you warrant and represent that you are legally authorised to do so. You also warrant and represent that you are legally permitted to deal with any Data you make upload, access, amend or make available via  the Connect Software (either publicly or privately).  

 

Account Security and Login Details  

 

You are responsible for keeping Your Account secure while using the Service, including maintaining your account security at the highest possible level and not disclosing credentials to third parties. 

 

We offer tools such as minimum password requirements to help you maintain security, but the content of Your Account and its security are up to you. If you suspect that anyone other than you has wrongfully obtained your password, you should immediately both reset it and let us know if you suspect any unauthorised, fraudulent or wrongful activity has occurred through Your Account.  

 

You are responsible for all content posted and activity that occurs under Your Account, subject to any vicarious liability your employer or other organization may have for your activities or omissions on the Connect Software. 

 

You accept that we are not liable for any loss or damage from your failure to comply with this security obligation.  

 

Additional Terms and Third-Party Sites and Services 

 

Please note that third party’ legal terms may apply to your use of our Service. For example, you may be required to agree and adhere to third party terms where, for example, you link to or access independent third-party websites, applications or services (Third-party Services) via our Service.  

 

You will need to make your own independent judgement regarding your interaction with any Third-party Services including your use or reliance on the Third-party Services or any other data, products or services available through them, and we are not responsible where any failure of the Services is attributable to their integration with such Third-party Services.  The Third-party Services supported by the Services are not guaranteed, may change from time to time, and either you or we must always have a valid third party account or subscription for any such Third-party Services and pay all relevant fees for same (which are not included as part of the Services).   

 

Note that whilst the Agreement sets out your relationship with us, other parties’ terms govern their relationships with you, including any agreements which you may reach with other users of the Connect Software Platform.  

 

Whilst we take no responsibility for your adherence to terms relevant to Third-Party Services or your agreements with other users, you warrant and represent that you will honour and adhere to any applicable terms or agreements when using the Services, and that will not hold us responsible for any interactions with Third-party Services, other Users, including for wrongful or negligent acts or omissions, or breaches of contract. 

 

We do not control such sites, services or resources provided by third parties, or the content, messages or information found in or on, accessible through, or provided by them or integrated with the Services.  

 

We disclaim and will have no liability regarding such sites or services and any actions resulting from your use of the same. The availability of such sites or services on our Services, or their recommendation by other  the Connect Software Users, does not mean we endorse, support or warrant such sites, resources or services. 

 

 

Data Standards and User Interaction 

 

Individual Data 

 

You may create or upload Individual Data while using the Service. You are solely responsible for the content of, and for any harm resulting from, any Individual Data that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Data. We are not responsible for any public display or misuse of your Individual Data unless we have breached our obligations to keep any private Individual Data confidential.  

 

You warrant and represent that you will only upload Data that you have the right to post and that you will fully comply with any third-party licences relating to Data you interact with or upload. 

 

We do not pre-screen or actively monitor Individual Data. Still, we have the right (though not the obligation) to refuse or remove Individual Data that, in our sole discretion, violates any of our terms or policies (including the Standards outlined below). 

 

Individual Data Standards 

 

These standards (Standards) apply to any Individual Data that you upload to our Site. The Standards must be complied with in spirit and to the letter and apply to each part of Individual Data and its whole. We will determine, at our sole discretion, whether any Individual Data breaches our Standards. 

 

You warrant that any Individual Data complies with the Standards set out in the Agreement. 

 

Any Individual Data must: 

 

  • Be accurate (where it states facts);  
  • Be genuinely held (where it expresses opinions); and  
  • Comply with the law applicable in the UK and in any country from which it is posted. 

 

Individual Data must not: 

 

  • Be defamatory of any person; 
  • Be obscene, offensive, hateful or inflammatory; 
  • Bully, insult, intimidate or humiliate; 
  • Promote sexually explicit material; 
  • Promote violence; 
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; 
  • Infringe any copyright, database right, trademark or other intellectual property rights of any other person; 
  • Be likely to deceive any person; 
  • Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; 
  • Promote any illegal activity; 
  • Be in contempt of court; 
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety. 
  • Be likely to harass, upset, embarrass, alarm or annoy any other person; 
  • Impersonate any person, or misrepresent your identity or affiliation with any person; 
  • Give the impression that it emanates from or relates to us or one of our employees, or a company or entity and one of its employees or representatives, unless genuine; 
  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; 
  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism; 
  • Contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect any computer software or hardware operation adversely; or 
  • Contain any advertising or promote any services or web links to other sites.  

 

 

2. PRIVATE DATA 

 

Where the Connect Software includes any feature that allows you store Individual Data privately on Your Account, including direct messaging with other users of the Connect Software, we consider these Data to be confidential to you. On the basis that we accept no liability, we will use reasonable endeavours to protect such Individual Data from unauthorised use, access, or disclosure in the same manner that we would use to protect our confidential information of a similar nature and in no event with less than a reasonable degree of care. 

 

Access 

 

Typically, our personnel will only access such private Individual Data in the following situations:  

 

  • with your consent and knowledge, for support reasons;  
  • if we have reason to believe the contents of a private account violate the law or of these Terms, in which case we reserve the right to access, review, and remove them;  
  • where we are compelled by law to disclose such Data; or  
  • when access is required for operational or security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of our systems and Service (in which case access will be limited to specifically authorised personnel and only exercised to the extent necessary to facilitate such purposes).  

 

None of these is commonplace activities.  

 

You may also choose to enable additional access to your private Data. For example, you may enable various services or features that require other rights to Individual Data on your private Account. These rights may vary depending on the service or feature, but we will continue to treat your private Individual Data as confidential. If those services or features require rights in addition to those we need to provide the OCO Service, we will explain those rights. 

 

 

3. INTELLECTUAL PROPERTY  

 

Intellectual Property Notices  

 

We or our its licensors own all Our Data, including all intellectual property rights of any kind related to our Site and Service, and reserve all rights that are not expressly granted to you under the Agreement.  

 

The Connect™, Engage™, Velociti™ and Gateway™ names and brands, and associated logos, are the registered or unregistered trademarks of our licensors.  

 

You may not duplicate, copy, or reuse any portion of our Site or Service or licensor’s trademarks, without our express permission, save as set out in the “Linking to Our Site” section below.  

 

Nor must you access our Site or Service where you are engaged as an employee or contractor with any business that competes with our own or to attempt to gain access to our confidential information with a view to building, creating or amending any software or service which competes with any element of the Service offered by us.  

 

LICENCE GRANTS 

 

Using our Site and Service means you are granted specific licences or rights by both other users and us, and that is required; in turn, you grant specific licences or rights to other users and us. 

Each of these licences is described below: 

 

Your Licence to Link to Our Site 

 

You may link to our Site (including where you do not have an account with us), provided you do so fairly and legally and in a way that does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site on any website that you do not own unless you have relevant authorisations. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in these Terms. Our Site must not be framed on any other site. 

 

We may withdraw this licence at any time on notice. If you have an Account with us and wish to link to or make any use of Data on our Site other than that set out above, please contact us.  

 

The Licence You Grant to Us 

 

By opening an account with us, you grant and assign us, our successors and OCO a non-exclusive, worldwide, royalty-free licence and right to store, utilise, and display Individual Data (in the manner in which you have made it available), and make copies as necessary to provide the Service and our Site.   

 

For example, this includes a right to do things like copy it to our database and make backups, in respect of Engage only, to display the Individual Data and share it with you and other Users (unless access is restricted, in respect of Individual Data held in a private part of Your Account, e.g. private messages with other Users), to analyse the Individual Data.  

 

As noted above and in our Privacy Notice, we do not sell your Individual Data or otherwise distribute or use it outside the context of providing the Service and our Site as noted above. 

 

This licence will end or be revoked within a certain period after Your Account is cancelled, or you have deleted all copies of the relevant Individual Data uploaded to our Site. Our retention policies in relation to Individual Data are outlined in our Privacy Notice. 

 

The Licence You Grant to Other Users – Engage Only 

 

Where you are using Engage, any Individual Data that you post publicly, including in the context of commenting on or engaging in other posted interactions with other Users, may be viewed by others. Your basic networking profile information on Engage will also be available to other Users. This does not apply to use of Velociti or Gateway, which are solely internal.  

 

In these scenarios, you grant all Users a non-exclusive, royalty-free, worldwide, irrevocable licence to use, display, perform and reproduce the relevant Individual Data you have made available via the Engage Service as permitted through the Engage platform functionality from time to time. 

 

You agree to adhere to the relevant provisions of our Privacy Notice when accessing or processing User Data and any personal data or personally identifiable information comprised within the Site or Services, and only use any such data for the purposes the originating User has permitted. You also agree to reasonably secure any such information and to respond promptly to complaints, removal requests, and “do not contact” requests from either us or any Users or individuals to whom such Data relates or belongs (as applicable). 

 

You may agree to grant further rights or amend the rights granted if you agree some separate licence regarding your Individual Data with another User (either on the Connect Software platforms or elsewhere). In that case, you acknowledge and agree that any disputes regarding such licence terms are solely between you (and any organisation you represent) and the applicable third-party User (who has agreed to your license terms). 

 

We accept no responsibility for ensuring that any user adheres to such licence terms, and you agree to indemnify and hold us harmless in respect of any breach of same. That said, where have agreed to licence terms with other Users we expect you to agree to honour same in spirit and to the letter and acknowledge that failure to do so shall constitute a breach of your Agreement with us and your separate legally binding contract with the User with whom you have agreed terms.  

 

In the event of any conflict or inconsistency between the terms of this Agreement and the terms you have agreed with another User, the latter shall prevail over the former insofar as they relate to the Individual Data or User Data the subject of such agreement only.  

 

If you are uploading Data you did not create or own, you are responsible for ensuring that the Data you upload is licenced under terms that grant these permissions to other Engage Users. 

 

Feedback 

 

We’re always trying to improve our Services, and your feedback will help us do that.  

 

If you give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (Feedback) concerning our Service, you acknowledge and agree by accepting the Agreement that our licensors will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into our products, services, and documentation, including the Connect Software. 

 

Moral Rights 

 

Where you otherwise hold same, you retain all moral rights to Individual Data that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us or our licensors, to enable us and them to reasonably exercise the rights granted to us and them by you above, but not otherwise.  

 

Intellectual Property Infringement 

 

If you believe that content on our Site infringes your intellectual property rights or other applicable legal rights you may have, please contact us via aodhan.hickey@ocoglobal.com. We cannot be responsible if you have failed to provide us with the relevant information, and we can only use reasonable efforts to investigate such complaints. There may be legal consequences for sending a false or frivolous notice, and we will close Your Account if you repeatedly send wrongful intellectual property infringement notices.  

 

 

4. CONFIDENTIALITY 

 

As a User, you may get access to information that isn’t yet publicly available about new products and features that we or our licensors plan to offer. Where we’ve indicated that such information ought to be kept confidential at the time of disclosure, given the nature of this information, it’s important to us that you do so. 

 

You agree that any information we publish on the Connect Software (or otherwise provide you with) that isn’t yet in the public domain, for example, information about a preview for a new service, is our confidential information (Confidential Information), whether or not expressly labelled as such. You agree only to use such Confidential Information to provide feedback on any new service (where we have asked for this) or as we otherwise permit in writing (the Purpose), not for any other purpose.  

 

You also agree not to disclose, publish, or share any Confidential Information with or to any third party unless we have expressly encouraged this in writing, and then only in the manner we have encouraged or facilitated (for example, where you are part of a forum we have organised to trial or discuss a new service and we have asked for feedback from all forum users).  

 

Finally, you agree to exercise the same degree of care with our Confidential Information to prevent any breach of the above terms as you would with your own sensitive, private or confidential information, which shall, in any event, be no less than a reasonable degree of care.  

 

Exceptions  

 

Confidential Information does not include information that is: 

 

  • (or becomes) publicly available without breach of the Agreement through no act or inaction on your part (for example, where a previously private new Service is rolled out as a regular Service by us); 
  • independently developed by you without breach of any confidentiality obligation to us or any third party; or 
  • disclosed with our express written permission from us.  

 

If you are required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over us, provided that we have been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.  

 

 

5. CANCELLATION OR TERMINATION OF YOUR ACCOUNT 

 

Your Cancellation Rights 

 

You can cancel Your Account at any time by following the steps set out within the Service or reaching out to us. We do not cancel Accounts in response to an email or contact form request. This will not impact any minimum subscription period signed up under your Order Form for licences.  

 

Our Termination Rights 

 

We or our licensors have the right to suspend or terminate Your Account and your access to all or any part of our Site at any time, without notice and without giving a reason, including where we believe you have breached the Agreement, or there has been a prolonged period of inactivity on particular Accounts, unless we have agreed otherwise with us. If you have not breached the Agreement, we would typically endeavour to notify you in advance of such cancellation.  

 

We may also terminate or disable Your Account at any time, as contemplated under any separate agreement between you and them with respect to your use of the Services and the Sites.  

 

Consequences of Termination 

 

Once Your Account has been terminated, we will retain and use your Individual Data as outlined in our Privacy Notice. We will then delete your Individual Data per those terms. Once Your Account has been deleted, we cannot recover your Individual Data.  

 

We will not delete Individual Data that:  

 

  • you have posted on another User’s profile, or where you have interacted with them (i.e. your messaging history, which will be retained as long as those Users continue to use the Services);   
  • that other Users have copied or used in accordance with the relevant Licence granted to them under these Terms; or 
  • has been published on a publicly accessible part of the Connect Software (other than your networking profile) or is regarded as historic contribution Data.  

 

If Your Account is closed, then the Agreement will be deemed terminated.  

 

All provisions of the Agreement which, by their nature or the context, are required or contemplated to survive termination or expiry of the Agreement will survive termination including, but not limited to, the intellectual property provisions, any disclaimers, the indemnity, and the limitations on our liability set out within these Terms.  

 

 

6. COMMUNICATIONS  

 

For contractual purposes, to the extent permitted by law, you:  

 

  • consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and  
  • agree that all terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. 

 

Legal notices or service of proceedings you wish to provide must be in writing and served at our registered office address, per the relevant Northern Irish legal requirements. 

 

 

7. SUPPORT SERVICES 

 

As  the Connect Software is provided to you on a free of charge basis, we offer no Support as a commitment under the Agreement. All support tickets must be routed through us in the first instance and where we, at our sole discretion, do offer Support, this is provided entirely without guarantee / liability as between you and us.  

 

In such circumstances, if you desire a reply you must be available to interact with our support team where they have any queries regarding a particular support request. 

 

 

8. DISCLAIMER OF WARRANTIES – PLEASE REVIEW CAREFULLY 

 

We provide our Site, Support and the Service “as is” and “as available” without any kind of warranty representation, or condition (other than any warranties given to us under the Commercial Licence). Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding our Site and the Service or the content, statements or other information contained on the Site, or products or services you may access through it, including, but not limited to, those of title noninfringement, merchantability, and fitness for a particular purpose.  

 

You acknowledge that all Services may be subject to change at any time without notice. You use Services entirely at your risk. Access to the Services is permitted at our sole discretion, and we may suspend, withdraw, discontinue or change all or any part of the Services, either generally or to you specifically, at any time, for any reason, with or without notice.  

 

You acknowledge and agree that access and use of any applicable Services we offer through Your Account constitutes reasonable and sufficient consideration. In return for that access, you are willing to adhere to the terms of the Agreement, including these Terms.  

 

Any content published or made available to you by us through or in connection with the Connect Software is provided for your general information purposes only and has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Site and any content on it. 

 

We are not responsible for any content or data posted on the Connect Software by third parties, or built into the Connect Software interface that was provided specifically by us.  

 

Neither we nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents warrant that the Service will meet your requirements; that the Service or Site or your use of them will be uninterrupted, secure, or error-free; that the information provided through the Service is accurate, complete, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components.  

 

You assume full responsibility and risk of loss resulting from your downloading or using files, information, content or other material obtained from the Service. 

 

To the extent permitted by law, time shall not be of the essence for any timeframes we might specify that we will comply with from time to time.  

 

It is your responsibility to ensure you have adequate Customer Equipment as we specify from time to time to access the Services.  

 

 

9. LIMITATION OF LIABILITY– PLEASE REVIEW CAREFULLY 

 

WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION. 

 

OTHERWISE, AS OUTLINED IN THESE TERMS, ACCESS TO OUR SITE AND OUR SERVICES IS PROVIDED (TO YOU) ON A FREE OF CHARGE BASIS. AS SUCH, YOU ACKNOWLEDGE AND ACCEPT (FOR AND ON BEHALF OF YOURSELF AND ANY THIRD PARTIES WITH WHOM YOU ARE LEGALLY CONNECTED) THAT WE DO NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE OR UNINTERRUPTED. ACCESS TO THE SERVICES IS PERMITTED ON A TEMPORARY BASIS AND WE MAY SUSPEND, WITHDRAW, DISCONTINUE OR CHANGE ALL OR ANY PART OF THE SERVICES, EITHER GENERALLY, OR FOR ANY USER, AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT NOTICE.  

 

WE SHALL HAVE NO LIABILITY WHATSOEVER TO ANY USER IN RESPECT OF THE SERVICES, OR ANY CLAIMS, CAUSES OF ACTION, LIABILITIES OR LOSSES WHICH MAY ARISE IN RESPECT OF, OR IN CONNECTION WITH SAME, EVEN IF FORSEEABLE OR IF THE PARTIES HAVE BEEN INFORMED OR ARE AWARE OF THE POSSIBLILITY OF SUCH DAMAGES, AND HOWEVER ARISING (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE) INCLUDING WHERE THE SERVICES ARE UNAVAILABLE OR IN ANY WAY DEFECTIVE AT ANY TIME OR FOR ANY PERIOD, AND INCLUDDING WHERE YOU RELY ON ANY CONTENT OR INFORMATION DISPLAYED VIA THE SITE OR THAT YOU ACCESS VIA THE SERVICES. 

 

THIS INCLUDES, WITHOUT LIMITATION, ALL LIABILITY FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE.  

 

THIS FURTHER INCLUDES, WITHOUT LIMITATION, ALL LIABILITY RESULTING FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR INDIVIDUAL DATA; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF THE SERVICE; (D) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; (E) UNAUTHORISED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA; (F) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (G) ANY OTHER USER INTERACTIONS THAT YOU INPUT OR RECEIVE THROUGH YOUR USE OF THE SERVICE; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE. 

 

YOU SPECIFICALLY ACCEPT AND AGREE THESE LIMITATIONS TO BE REASONABLE HAVING REGARD TO THE LACK OF REMUNERATION ASSOCIATED WITH THE SERVICES AS BETWEEN YOU AND US AND  THAT WE DO NOT OWE ANY DUTY OF CARE TO ANYONE OTHER THAN THE NETWORK OPERATOR IN RESPECT YOUR USE OF THE SERVICES, AND WE WILL NOT BE LIABLE TO YOU IN RESPECT OF SAME ACCORDINGLY. THE REMAINDER OF THE AGREEMENT SHALL BE CONSTRUED ACCORDINGLY. 

 

 

10. INDEMNITY AND RELEASE – PLEASE REVIEW CAREFULLY 

 

You expressly agree that use of the Site and our Service is at your sole risk. 

 

If you have a dispute with any other User(s) or third parties, you agree to release us and our licensors from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

 

You agree to indemnify, defend, and hold us and our group companies, employees and licensors harmless from and against any claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Connect Software and the Service, including but not limited to those arising from your breach of the Agreement, provided that we:  

 

  • promptly give you written notice of the claim, demand, suit or proceeding;  
  • subject to you giving us such security as to financial cost as we reasonably require, and to our right to participate in and be advised on the progress of settlement of any claim via a counsel of our choosing, give you primary control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and  
  • supply to you all reasonable assistance with the subject matter of the claim, at your expense. 

 

 

11. CHANGES TO THE CONNECT SOFTWARE  

 

Save to the extent we have given any express commitments in the Commercial Licence to the contrary, we reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Site (or any part of it) and our Services with or without notice. 

 

 

12. GENERAL 

 

The Agreement, its subject matter (including your access to and use of our Site and Services) and its formation (including any non-contractual disputes or claims) are governed by Northern Irish law. You and we both agree to the exclusive jurisdiction of the courts of Northern Ireland. 

 

We may assign, novate, transfer, sub-contract or otherwise deal with the Agreement (or any of our rights or obligations under it), in whole or in part, to any person or entity at any time with or without your consent. If we sub-contract our commitments, we shall still be responsible to you for performance by our sub-contractors. You may not assign or delegate any rights or obligations under the assign, novate, transfer or otherwise deal with the Agreement without our prior written consent. Any unauthorised assignment and delegation by you shall have no legal effect. 

 

If any part of the Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties original intent. The remaining portions will remain in full force and effect. Any failure to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Our rights under the Agreement will survive any termination of the Agreement. 

 

The provisions of the Agreement (other than any payment terms, which are solely between you and us) apply equally to and are for our benefit and that of our parent companies, subsidiaries, subsidiaries of parent companies and affiliates, and our licensors, including OCO and its Group (as defined below), and each shall have the right to assert and enforce such provisions directly or on its behalf, including (without limitation) the limitation of liability and indemnity provisions. Otherwise, no one other than a party to the Agreement has any right to enforce any of its terms.  

 

Any obligations on you (other than payment obligations) within the Agreement extend to each of your authorised users, and you are responsible for ensuring that they are aware of such obligations and agree to them as a pre-requisite for their access to the Connect Software.  

 

No waiver by us of any breach or default or failure to exercise any right allowed under these terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms. The section headings used herein are for convenience only and shall be of no legal force or effect.  

 

The Agreement may only be modified by a written amendment signed by an authorised representative of us or by the posting by us of a revised version of the relevant documents forming the Agreement as highlighted at the beginning of these Terms.   

 

We will not be liable for any default or delay due to events beyond our reasonable control, including acts of God, failure of telecommunications networks, failure or default of our hosting services provider, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events. 

 

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Agreement. 

 

The Agreement represents the complete and exclusive contract between you and us and supersedes any proposal or prior agreement, oral or written. Any other communications between you and us relating to its subject matter, including any confidentiality or nondisclosure agreements.  

 

The Agreement and correspondence by or between us regarding same will be and take place in the English language only. We make no promise that the Connect Software is appropriate or available for use in locations outside the UK. If you choose to access the Site from locations outside the UK, you acknowledge you do so at your own initiative. In any event, when using the Connect Software you are responsible for compliance with local laws where they apply.  

 

VELOCITI PRODUCT TERMS 

 

This clause sets out the additional Product Terms which apply to any Velociti Services which we licence or provide to you unless you have entered into a separate written contract with us signed by both parties in respect of the Services. It does not apply to the other Connect Platform Services.  

 

1. INTERPRETATION 

In these Product Terms, the following definitions and rules of interpretation shall apply: 

 

Velociti means our online business intelligence platform, database (including, content) and user interface (in each case, as may be edited, modified and/or enhanced from time to time), as applicable, to which you have access as part of the Services; and 

Velociti Services means the Services as they relate to the provision of access to Velociti (or part thereof).   

 

2. USE AND OWNERSHIP 

  1. You may, in the normal course of the your  business, access and use the Velociti Services solely for the purposes of: (a) making searches of Velociti; (b) making one or more hard copies of the output of individual search results or company profile requests, provided that such copies may not be sold or otherwise distributed outside of your   organisation; (c) downloading individual search results to hard disc, provided that such downloading shall occur on a non-systematic and infrequent basis and in no event shall you  at one time store data downloaded from Velociti on more than 1,000 companies on any system or storage device; (d) summarising or referencing part of Velociti on non-systematic and infrequent basis for internal redistribution within your  organisation; and (e). In addition, as part of the Service, you may request the listing and scoring within Velociti of companies not already included, provided that the number of such requests by you   shall not exceed those stipulated in the contract in any calendar month. For the avoidance of doubt, you may not, without our prior written consent, include any result, profile, score or other data obtained from the Velociti Services or Velociti in any information or material published or otherwise distributed by you outside of your organisation. 
  2. For the avoidance of doubt, at all times, our prior written permission must be obtained in order to use the Velociti Services for any purpose other than those set out in clause 2.2. 
  3. Prior to providing Authorised Users with access to the Velociti Services, you shall ensure that all Authorised Users are aware of the terms of the Agreement applying to use of the Velociti Services, including the obligation to comply with all terms of use applying to the Velociti Services from time to time. You shall not provide access to the Velociti Services to anyone other than an Authorised User. 
  4. You and your Authorised Users may not use the Velociti Services in any way which in our reasonable judgement adversely affects our business or business prospects, the performance or function of Velociti or the Velociti Services or which interferes with the ability of other Authorised Users to use Velociti or the Velociti Services. 
  5. Except as expressly permitted by the Agreement, you shall not and shall ensure that Authorised Users shall not copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of Velociti or compile any derived database. 
  6. We reserve complete freedom in respect of the form and content of Velociti, and the source(s) from which its content is drawn, and may add to, remove or edit the contents of Velociti, or the sources from which its content is drawn, at any time on a permanent or temporary basis and with or without notice. 
  7. We reserve the right to monitor usage of the Velociti Services by any and all Authorised Users (in terms of volume, frequency or otherwise) for the purpose of (amongst others) ensuring compliance with the terms of the Agreement. 
  8. In the event of unauthorised use of Velociti or the Velociti Services (or in the event that we suspect unauthorised use of Velociti or the Velociti Services) by you or any Authorised User, we reserve the right to deny access to all or any of the IP address(es) used by you and Authorised Users to access the Velociti Services. 

 

3. AUTHORISED USERS 

  1. You acknowledge that Authorised Users will be required to register with the Velociti Services and accept the terms of use applying to the Velociti Services in advance of access to the Velociti Services being granted. You agree that both during and after the term we shall be entitled to use and process any and all data derived from Authorised Users’ use of Velociti Services. 
  2. You shall send any emails to Authorised Users that we may reasonably request and reserves the right to send service messages directly to Authorised Users. 

 

4. WARRANTIES & LIABILITY 

  1. You  warrant and represent to us that: (a) you have obtained all appropriate consents or other necessary legal basis to provide any data relating to Authorised Users to us; (b) you shall, and shall ensure that your Authorised Users shall, only use the Velociti Services and Velociti in accordance with the terms of the Agreement and any terms of use applying to the Velociti Services from time to time and shall not infringe any of the intellectual property rights of us or our licensors. You  agree to fully indemnify us against any losses, damages or costs incurred by us as a result of any breach of theses warranties, and clause 9 will not apply to this indemnity; and (c) you do not have an employee total headcount of 5,000 or above, and in the event that the your employee headcount exceeds 5,000 you will engage with us in order to discuss an alternative process for the provision of the Velociti Services. 
  2. Each party will comply with all obligations applicable to it under the Data Processing Schedule to these Product Terms and the Data Protection Laws (as defined in the Data Processing Schedule) in connection with the processing of personal data pursuant to the Agreement and will not do, or cause, or permit to be done, anything which may result in a breach by the other party of the same.  

 

 

SCHEDULE TO VELOCITI PRODUCT TERMS – DATA PROCESSING TERMS 

 

In connection with the provision of the Velociti Services, we may process specific Personal Data in respect of which you or any member of Your Group may be a data controller under applicable Data Protection Laws or perform similar functions under similar Data Protection Laws. 

 

These data processing terms (DPTs) apply to processing of such Personal Data by us on your behalf and form a part of these Product Terms and the Agreement, applying to your use of the Velociti Services. They apply in addition to any applicable terms in relation to data processing set out in the Terms insofar as the relate to our activities as a data processor and your activities as a data controller in connection with the Services generally. 

 

1. DEFINITIONS 

1.1 These DPTs use the following definitions:  

Adequate Country means a country or territory that is recognised under relevant Data Protection Laws as providing sufficient protection for Personal Data; 

CCPA means the California Consumer Privacy Act of 2018; 

Cognism means Cognism Limited, a company incorporated and registered in England and Wales with company number 09392705 whose registered office is at 12 Times Court Retreat Road, Richmond, England, TW9 1AF; 

Customer Group means Customer and any of its Affiliates;  

Data Subject Request means a request from or on behalf of a data subject relating to access to, or rectification, erasure or data portability in respect of that person’s Personal Data or an objection from or on behalf of a data subject to the processing of its Personal Data; 

Data Protection Laws mean any other directly applicable laws, statutes, regulations and codes in force and as amended from time to time which apply in connection with the processing of Personal Data (including, without limitation, the privacy of electronic communications) by us on your behalf in connection with the Velociti Services, including, to the extent applicable to the relevant Personal Data, the European Data Protection Laws;   

European Data Protection Laws means the Data Protection Laws in force from time to time in the UK or EU including, as applicable, the GDPR;  

Group means a given entity and any of its Affiliates; 

Notice means your privacy notice from time to time;  

Permitted Recipients means you and your employees and any third parties engaged to perform obligations in connection with the Agreement that comply with clause 2.8(b) of these DPTs. 

Personal Data means all data which is defined as ‘personal data’ or ‘personally identifiable information’ (PII) under relevant Data Protection Laws and which is accessed, stored or otherwise processed by us as a data processor as part of its provision of the Velociti Services to you and to which Data Protection Laws apply from time to time; and  

Standard Contractual Clauses means, in respect of Personal Data relating to EEA data subjects, the applicable Standard Contractual Clauses for International Transfers of Personal Data to third countries in the Annex to the European Commission Decision of 4 June 2021 (the 2021 Decision), and, in respect of Personal Data relating to UK data subjects, the applicable Standard Contractual Clauses for International Transfers of Personal Data to third countries in the Annex to the European Commission Decision of 5 February 2010, as amended to reflect the reference to the EU GDPR with the UK GDPR, references to the EU or Member States to the UK, and references to any supervisory authority to the UK Information Commissioner’s Office (the 2010 Decision), or such other standard contractual clauses or international data transfer agreements as may be approved in law within the EEA or UK as applicable facilitating the transfer of Personal Data outside of those jurisdictions.  

 

2. STATUS OF THE PARTIES AND PROCESSING OBLIGATIONS  

2.1 Regarding the parties’ rights and obligations under these DPTs regarding the Personal Data, the parties with this acknowledge and agree that you are the data controller, and we are the data processor.  

2.2 When you use the relevant features of the Velociti Services to procure Personal Data this is considered as an instruction to us as a data processor or a service provider to process Personal Data to obtain and provide the data requested by you as permitted under the Agreement and to process it (a) for the purposes described in the Agreement, or (b) with your prior written consent (collectively the Permitted Purpose) for the duration of the term. We are a service provider to you under the CCPA.  

2.3 The types or categories of Personal Data that the parties expect to be processed under these DPTs, and the subject matter, duration, nature, frequency, and purpose of the processing, the further processing expected, categories of data subjects and data retention periods are described in the Privacy Notice together with these DPTs. No sensitive or special category data will ever be processed in connection with the Velociti Services provided by us.   

2.4 Each party warrants that it will comply (and will procure that any of its personnel comply and use commercially reasonable efforts to procure that its sub-processors comply) with Data Protection Laws.  

2.5 As between the parties, you shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the acquisition of same, and, without limitation, will ensure that you have all necessary appropriate consents and notices in place to enable processing of the Personal Data by you, for the duration and purposes of the Agreement and that the relevant third parties have been informed of, and (where required under Data Protection Laws) have given their consent to, or been notified of, such use, processing, and transfer as required by the Data Protection Legislation. 

2.6 Where you have obligations under the Standard Contractual Clauses with respect to Personal Data transferred to you, you warrant that you shall implement appropriate technical and organisational measures to ensure a security level appropriate to the risks presented by Personal Data processing, further warranting that the implemented technical and organisational measures shall at minimum satisfy the requirements set out in Article 32 of UK GDPR or EU GDPR (as applicable) and your applicable obligations with respect to Personal Data transferred to you pursuant to the Standard Contractual Clauses.  

2.7 In order to use the Velociti Services, you must authorise the Velociti Services to access your databases. When granting authorisation, you must follow the principle of least privilege to its database information. 

2.8 As the controller, you shall (a) comply with your obligations under GDPR Article 14, at the earliest of the time of first communication with each individual, first disclosure of the data to another person and after obtaining the data from the Velociti Services, by informing the individuals whose personal data you are processing that their Personal Data has been scraped from publicly accessible sources; and (at the time of first and each subsequent marketing communication with the individual) inform the individuals of their right to opt-out of receiving any further marketing communications from you; (b) not disclose or allow access to the Personal Data to anyone other than the Permitted Recipients; (c) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these DPTs; (d) ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (e) inform us in the event of any actual or suspected personal data breach in relation to the Personal Data. 

2.9 If you process the Personal Data for the purposes of direct marketing, you shall ensure that: (a) effective procedures are in place to allow the data subject to “opt-out” from having their Personal Data used for such direct marketing purposes and that individuals will be informed of such rights during the initial and every subsequent direct marketing communication; (b) (unless an exemption applies) the appropriate ground has been established to allow the data to be used for the purposes of direct marketing or other communication in compliance with the Privacy and Electronic Communications (EC Directive) Regulations 2003;(c) you comply with all other applicable requirements of Privacy and Electronic Communications (EC Directive) Regulations 2003; and (d) you agree to indemnify, keep indemnified, defend and hold harmless, at your own expense us, our Group, OCO and its Group and Cognism and its Group against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees to comply with any of your obligations under this clause 2.9. 

 

3. SUB-PROCESSING 

3.1 You grant a general authorisation to us to appoint OCO and the different categories of service providers named in OCO’s privacy notice available at: https://drive.google.com/file/d/1WxAzDuBJeg8A3-gOp_6b0tzOjywbcbr0/view?usp=sharing (as amended from time to time) as sub-processors in respect of the Personal Data processed by you on your instructions pursuant to these DPTs.  

 

4. DATA TRANSFER 

4.1 To the extent any processing of Personal Data relating to EEA or UK data subjects by us or by you takes place in any country outside the EEA or UK, except if in an Adequate Country, the parties agree that the applicable Standard Contractual Clauses will apply in respect of that processing, as set out below, where you are based outside the UK or EEA, and to the extent Personal Data is transferred by us to you (us acting as the data processor and you (or your End User) as the data controller), the Standard Contractual Clauses for transfers from data processors to data controllers set out in the 2021 Decision shall apply as between us (where there is no onward transfer). Where the Personal Data concerns relates to UK data subjects, the Standard Contractual Clauses shall be amended to reflect the reference to the EU GDPR with the UK GDPR, references to the EU or Member States to the UK, and references to any supervisory authority to the UK Information Commissioner’s Office;  

4.2 In the circumstances set out in clause 6.2 above, you will comply with the obligations of the ‘data importer’ in the applicable Standard Contractual Clauses and you will comply with the duties of the ‘data exporter’.  

4.3 If there is any direct conflict between the Standard Contractual Clauses and these DPTs, the Standard Contractual Clauses shall prevail strictly to the extent of such conflict only.  

4.4 At any party’s request, where the Standard Contractual Clauses currently referenced above no longer apply, the parties shall amend these DPTs to include appropriate references to revised Standard Contractual Clauses for transfers to third countries, replacing the then existing Standard Contractual Clauses. 

4.5 The following terms shall apply to the Standard Contractual Clauses:  

4.5.1 all Standard Contractual Clauses relating to Personal Data in respect to UK data subjects shall be governed by the laws of Northern Ireland and subject to the exclusive jurisdiction of the courts of Northern Ireland, and all Standard Contractual Clauses relating to Personal Data in respect to EEA data subjects shall be governed by the laws of the Republic of Ireland and subject to the non-exclusive jurisdiction of the courts of the Republic Ireland; and  

4.5.2 for the purposes of Appendices 1 and 2 of the applicable Standard Contractual clauses, the types or categories of Personal Data (and corresponding data subjects) which will be transferred, the subject matter, duration, nature, frequency, and purpose of the processing, the further processing expected, and data retention periods for the purposes of the Standard Contractual Clauses are described in the Notice together with these DPTs. No sensitive or special category data will ever be transferred. The appropriate contact person’s name, position and contact details for each party, as well as the activities relevant to the transferred data and the measures required to protect the security or integrity of the Personal Data are to be specified in the Agreement.  

 

5. GENERAL 

5.1 These DPTs are not a standalone agreement and are only effective if an Agreement is in effect between us and you.  

5.2 These DPTs are without prejudice to the parties’ rights and obligations under the Agreement, which shall continue to have full force and effect. In the event of any conflict between the terms of these DPTs and the terms of the Agreement, these DPTs shall prevail so far as the subject matter concerns the processing of Personal Data, but the terms of the Agreement shall otherwise prevail.  

5.3 The parties acknowledge and agree that (other than notifications as part of any legal process) notification(s) from us to you hereunder, if any, may will be delivered to one or more of your business, technical or administrative contacts by any means we select, including via email. It is your sole responsibility to ensure it maintains accurate contact information on our support systems at all times.  

5.4 These DPTs and any action related to it shall be governed by and construed per the laws of Northern Ireland, without giving effect to any conflicts of laws principles.  The parties consent to the exclusive jurisdiction of, and venue in, the courts of Northern Ireland, other than with respect to any matter involving lawfulness of Personal Data transfers relating to data subjects based in the EEA, as noted in clause 4.5.1 above.  

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