WeSoar Limited

Terms and Conditions

Last updated: 29 June 2020
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ORDERING ANY SERVICES FROM THIS WEBSITE

This Agreement is a legal agreement between you (Customer or you) and WESOAR LIMITED a company incorporated in England and Wales under number 11932816 whose registered office is at Spaces, 9 Greyfriars Road, Reading, United Kingdom, RG1 1NU (Supplier, us or we) governing our provision of the Services (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). The Services are subject to these terms and conditions and by placing an Order you are deemed to have agreed to and accepted these terms and conditions.

1. Definitions and interpretation

1.1 In this Agreement

Acceptable Use Policy

means the terms and conditions to be adhered to by all users accessing the Cloud Services as set out at Schedule 1;

Adverse Events

means any unauthorised or unlawful processing, unauthorised or accidental access or disclosure, loss of, damage to or destruction of Customer Data;

Applicable Laws

means as applicable from time to time:

(a)           any laws, regulations or other subordinate legislation; and

(b)           any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business (in each case whether or not legally binding),

which apply to the performance of the Services or to which either party is subject;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England;

Cloud Services

means the Supplier’s services described in the online purchase process at wesoar.ai,together with any other computing services provided over the internet by or on behalf of the Supplier pursuant to this Agreement;

Commencement Date

means the date of the Supplier’s written acceptance of the Order;

Confidential Information

means any information, however conveyed or presented, that relates to the business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party, together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked ‘confidential’), or which ought reasonably be considered to be confidential;

Customer Data

means all information, data and content which is either:

(a)           provided by the Customer or by an End User to the Supplier when accessing, using or receiving the Services or otherwise in connection with this Agreement;

(b)           uploaded to the System by the Customer or an End User;

(c)           related, developed or generated by the Customer or an End User while accessing, using or receiving the Services or otherwise in connection with this Agreement;

(d)           generated specifically and solely for:

(i)              the performance of the Services for the benefit of the Customer or its End Users; or

(ii)            the access by the Customer or it’s End Users to the Services; and/or

(e)           derived and/or generated from, or based on, (in whole or in part) any of the foregoing;

Customer Environment

means any networks and network devices, servers, server hardware, storage systems, computer systems, file systems, print systems, applications, software or software components, database management systems and related systems, used by the Customer from time to time with which the Services or System shall connect, exchange data, interface or otherwise interoperate or communicate;

End Users

means any person authorised to use the Services by the Customer, including employees, agents, subcontractors, consultants and end user customers of the Customer;

Fees

means the fees as set out in the Order or, where no such provision is set out, in accordance with the Supplier’s scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed;

Force Majeure Event

means an event falling within the description set out at clause 18.1;

Intellectual Property Rights

means copyright, patents, rights in inventions, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Order

means the Customer’s order for the Services via the online purchase process at wesoar.ai;

Service Hours

means 24 hours a day, seven days a week;

Services

means the Cloud Services together with the performance of all other obligations of the Supplier under this Agreement, as each may be amended from time to time in accordance with this Agreement;

Supplier Access

shall have the meaning ascribed to it at clause 11.1;

Supplier Personnel

means all employees, officers, staff, other workers, agents and consultants of the Supplier and/or any sub-contractors who are engaged (directly or indirectly) by the Supplier in connection with the provision of the Services from time to time;

System

means the systems (including all hardware, equipment, software, peripherals and communications networks) owned, controlled, operated and/or used by the Supplier to supply the Services (but excluding all systems owned or made available by the Customer or the Customer’s third party suppliers);

Term

means the effective term of this Agreement as set out in clause 3.1;

VAT

means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

1.2          Interpretation

In this Agreement:

1.2.1       a reference to this Agreement includes its schedules, appendices and annexes (if any);

1.2.2       a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.3        the table of contents and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;

1.2.4        words in the singular include the plural and vice versa;

1.2.5       any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6       a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form and shall include email; and

1.2.7       a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.2.8       a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.9       a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

 

 

2. Application of this Agreement

2.1          This Agreement constitutes the entire agreement between the Supplier and the Customer and supersedes any previously issued terms and conditions of purchase or supply.

2.2          No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of this Agreement except to the extent that the Supplier otherwise agrees in writing.

2.3          No variation of this Agreement or to an Order shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4          Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to this Agreement.

2.5          If the Supplier is unable to accept an Order, it shall notify the Customer in writingas soon as reasonably practicable.

2.6          The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 20Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.7          The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1       the Supplier’s written acceptance of the Order; or

2.7.2       the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.8          Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9          The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

2.10        Marketing and other promotional material relating to the Services are illustrative only and do not form part of this Agreement.

 

 

3. Commencement and Term

3.1          This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with clause 15 or otherwise in accordance with the provisions of this Agreement, continue unless or until terminated by either:

3.1.1       the Customer giving not less than three month’s written notice; or

3.1.2       the Supplier giving not less than three month’s written notice.

 

 

4. Provision of the Services

4.1          With effect from the Commencement Date, the Supplier shall provide and make the Services available during the Service Hours in accordance with the provisions of this Agreement and all Applicable Laws; including providing the Customer with such application programming interfaces or other tools or information as necessary or reasonably required by the Customer in order to enable the interoperation or connection of any part or parts of the Customer Environment to the System or the Cloud Services.

4.2          The Customer shall have the right to use the Services in accordance with the terms and conditions of this Agreement.

4.3          The Supplier shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any scheduled maintenance to the Services.

4.4          The Supplier shall be entitled to improve or update the Services without the Customer’s prior consent and shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any improvement or update to the Services.

4.5          The Supplier shall use reasonable endeavours to provide any and all technical support required under this Agreement in respect of the Cloud Services throughout the Term.

 

 

5. Training and operations manual

5.1          At the Customer’s request, the Supplier shall provide a facility to resolve questions that the Customer may have from time to time regarding the operation and use of the Services.

5.2          The Supplier shall maintain and make available to the Customer a digital operations manual providing a description of the operating processes and systems related to the Services, including any updates, upgrades or new releases or versions of the Servicesand the Customer shall be entitled to provide access to its End Users to such operations manual.

 

 

6. Use of the Services

6.1          The Supplier grants the Customer and the Customer’s End Users access to the Services throughout the Term of this Agreement.

6.2          The Customer shall use the Services in accordance with the Acceptable Use Policyand shall ensure that its End Users are aware of and comply withthe terms of the Acceptable Use Policy when using the Services.

6.3          The Customer retains the right to use the Services to access and retrieve all or any part of the Customer Data at any time during the Term.

 

 

7. Misuse of the Services

7.1          Where the Supplier has evidence that an End User has breached the Acceptable Use Policy in a manner which is illegal, the Supplier shall have the right to:

7.1.1       suspend the End User’s access to the Cloud Services as appropriate; and

7.1.2       remove any Customer Data causing the breach from the Cloud Services,

and shall notify the Customer of the breach and any intended related action as soon as is reasonably practicable.

7.2          Without prejudice to clause 7.1, where the Supplier has evidence that the Customer or an End User has materially breached the Acceptable Use Policy the Supplier shall notify the Customer in writing of the alleged breach.

7.3          Without prejudice to clause 7.1, if there is no dispute as to the facts surrounding an alleged material breach notified to the Customer in accordance with clause 7.2 of this Agreement and if the Customer or the End User fails to remedy any such material breach within twoBusiness Days of the Customer’s receipt of the written notice, the Supplier shall be entitled to:

7.3.1       suspend access to the Cloud Services by the entity in breach, being either the Customer or an End User; and

7.3.2       remove any Customer Data causing the alleged breach from the Cloud Services.

7.4          The Supplier shall (to the extent lawful) keep a copy of any Customer Data that is removed from the Cloud Services pursuant to clauses 7.1.2 or 7.3.2 for a period of one month from the date of its removal and, on the Customer’s request during that one month period, shall deliver up to the Customer copies of any such Customer Data.

7.5          The Supplier shall provide a mechanism through which the Customer is able to report to the Supplier breaches of the Acceptable Use Policy by other users in the event that it becomes aware of the same.

 

 

8. Price and Payment

8.1          The Customer shall pay the Fees due to the Supplier under this Agreement at the rates and in the manner set out in the Order or, where no such provision is set out,in accordance with the Supplier’s scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed.

8.2          The Customer shall pay the Fees due to the Supplier under this Agreement annually or monthly in advance of the supply of the Services.

8.3          The Supplier shall charge the payment method selected by the Customer in the Order (the Payment Method) annually or monthly in advance of the supply of the Services. If the Supplier cannot charge the Payment Method (such as due to expiration or insufficient funds), the Customer shall remain liable for any unpaid Fees and the Supplier shall attempt to charge any alternative payment method (Alternative Payment Method) provided by the Customer from time to time.

8.4          The Supplier shall provide the Customer with a receipt of paymentfollowing charges of the Payment Method or Alternative Payment Method pursuant to clause 8.3.

8.5          All prices are exclusive of VAT (if any) which shall be payable by the Customer at the rate and in the manner prescribed by law.

8.6          To the extent that the Agreement terminates or expires (other than due to termination by the Customer under clauses 15.1 or 15.2), the Customer shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.

8.7          The Supplier may alter or increase the Fees at each anniversary of the Commencement Date by giving the Customer at least 30 days’ notice prior to any such anniversary.

 

 

9. Intellectual Property Rights

9.1          The Supplier hereby grants the Customer a non-exclusive, sublicensable (including by multi-tier), worldwide, royalty free licence for the Term to access and use, for its own benefit and in its business as required to enable the Customer to provide a service its End Users, the System and the Services and to permit such use and access by its End Users, in accordance with the terms of this Agreement.

9.2          All rights, title and interest in and to Intellectual Property Rights arising in connection with the Customer Data shall:

9.2.1       to the extent that they are commissioned, created, invented or authored by or on behalf of the Supplier, be hereby assigned (by way of present and future assignment) to the Customer with full title guarantee; and

9.2.2       to the extent that they are commissioned, created, invented or authored by or on behalf of the Customer or are licensed to the Customer by a third party, remain vested in the Customer (or the Customer’s licensors) including any derivatives or altered formats of the Customer Data and including where the Customer Data is amalgamated or merged with other Supplier or third party data and nothing in this Agreement shall operate so as to assign or transfer any Intellectual Property Rights in and to any Customer Data,

and the Supplier agrees, at its cost, to use reasonable endeavours to promptly execute such documents and perform such acts as may reasonably be required by the Customer to give effect to this clause 9.2.

9.3          The Customer hereby grants to the Supplier a non-exclusive, revocable, worldwide, royalty free, non-transferable and non-sublicensable licence to use the Customer Data solely and to the extent necessary to provide the Services and otherwise perform its obligations in accordance with the terms of this Agreement. The Supplier shall not have any extended right to use the Customer Data whether in raw form, aggregated or anonymised.

9.4          Except as expressly agreed in this clause 9, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.

 

 

10. Customer Data

10.1        The Supplier shall use reasonable endeavours to deal with all enquiries from the Customer relating to the processing of Customer Data within a reasonable period of time and, except with regard to Customer Data removed pursuant to clause 7 which shall be subject to and dealt with in accordance with the terms of that clause, use reasonable endeavours to comply with any request from the Customer requiring the Supplier to amend, transfer, remove or return Customer Data and to certify that this has been done.

10.2        At the Customer’s request the Supplier shall use reasonable endeavours to provide the Customer with a complete and secure encrypted and appropriately authenticated download file of all Customer Data held by the Supplier in the format, and on the media, reasonably specified by the Customer.

10.3        The Customer Data shall be and remain the property of the Customer and the Supplier shall not delete or remove any proprietary notices or other notices contained within or relating to the Customer Data.

10.4        Subject to clause 10.5, the Supplier shall not, without the prior written consent of the Customer, disclose or copy the Customer Data other than as strictly necessary for the performance of the Services.

10.5        If the Supplier receives any request for disclosure of Customer Data by a law enforcement authority, the Supplier shall, unless prevented by law:

10.5.1    promptly notify the Customer prior to making any such disclosure in order to enable the Customer to take such steps as it deems reasonably necessary in order to maintain the confidentiality of such Customer Data;

10.5.2    agree the timing and exact content of any such disclosure with the Customer in advance of it being made; and

10.5.3    disclose only that part of the Customer Data that it is compelled by law to disclose (or which the Supplier has agreed with the Customer pursuant to clause 10.5.2).

10.6        Subject to clause 7, the Supplier shall not delete any Customer Data (including back ups) without the Customer’s prior written consent, and the Customer Data, including any back ups or copies of it and any data or metadata in the possession or control of the Supplier arising out of or in connection with the operation of the Customer Data on the Services, shall be promptly and securely returned to the Customer or, if the Customer so elects, shall be securely deleted or destroyed (unless storage of any data is required by Applicable Laws, in which case the Supplier shall inform the Customer of any such requirement) upon any of the following:

10.6.1    the Customer’s request; or

10.6.2    one month after the termination or expiration of this Agreement; and

where returned to the Customer, the Supplier shall deliver up the Customer Data in a complete and secure encrypted and appropriately authenticated download file in the format, and on the media, reasonably specified by the Customer.

10.7        This clause 10 shall survive termination or expiry of this Agreement for any reason.

 

 

11. Supplier Access to Customer Environment

11.1        If pursuant to, or in consequence of performing its obligations under this Agreement, the Supplier or any Supplier Personnel is permitted access to any part or parts of the Customer Environment, whether directly or remotely (Supplier Access):

11.1.1    all Supplier Access shall be limited to that part of the Customer Environment as is required for proper performance of the Supplier’s obligations under this Agreement; and

11.1.2    the Supplier and the Supplier Personnel who carry out the Services shall use reasonable endeavours to comply with all security audit and other procedures and requirements of the Customer as notified to the Supplier from time to time in relation to the Supplier Access and the Customer Environment.

11.2        Any part of the Customer Environment to which the Supplier gains Supplier Access shall remain the property of the Customer (or its licensors or lessors) and the Supplier shall not acquire any right title or interest in the Customer Environment or any part of it.

11.3        The Supplier shall not make any alteration or upgrade to the Customer Environment or any part of it without obtaining the prior written consent of a duly authorised representative of the Customer.

 

 

12. Adverse Events

12.1        The Supplier shall as soon as is reasonably practicable notify the Customer of any Adverse Events, such notice to include as a minimum:

12.1.1    the nature of the Adverse Event;

12.1.2    a description of the affected Customer Data where the Adverse Event relates to Customer Data;

12.1.3    the identity of the person who caused, or is suspected to have caused, the Adverse Event where the Adverse Event relates to Customer Data; and

12.1.4    the steps that the Supplier has taken, or will take, to mitigate the effect of the Adverse Event and to prevent the Adverse Event from recurring.

 

 

13. Confidentiality

13.1        Except to the extent set out in this clause 13, or where disclosure is expressly permitted elsewhere in this Agreement, each party agrees to keep confidential, both during the Term and thereafter, all Confidential Information of the other and not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.

13.2        Clause 13.1 shall not apply to the extent that such information is:

13.2.1    already known to or in possession of the receiving party prior to its disclosure;

13.2.2    publicly available at the time of its disclosure or becomes publicly available through no wrongful act of the receiving party;

13.2.3    rightfully received from a third party without obligation of confidentiality;

13.2.4    independently developed by the receiving party without breach of this Agreement or access to the applicable Confidential Information of the other party; or

13.2.5    is approved for release upon the written permission of the disclosing party.

13.3        Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential Information in order to exercise the disclosing party’s rights or perform its obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were a party.

13.4        On the termination of this Agreement for any reason each party shall forthwith return or, at the other party’s designation, forthwith destroy all Confidential Information of the other party (and all copies thereof whether held by each party by computer, paper or other means) in its possession or control on the date of termination (including, if required, by way of electronic data transfer) and certify to the other party that it has done so.

13.5        For the purposes of this Agreement, the Confidential Information of the Customer shall be deemed to include all Customer Data which is acquired or collected by the Supplier in connection with this Agreement.

13.6        Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.

 

 

14. Limitation of liability

14.1        The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2        Subject to clause 14.5, the Supplier’s maximum liability for each claim or series of connected claims arising under or in connection with this Agreement shall be limited to 100% of the Fees paid or due and payable during the 12 month period prior to the first cause of action giving rise to the relevant claim or series of connected claims.

14.3        The Supplier shall not be liable to the Customer under this Agreement for any consequential, indirect or special losses.

14.4        Notwithstanding clause 14.5, the Supplier shall not be liable for:

14.4.1    loss, corruption or damage to Customer Data, including the cost of rectifying the same;

14.4.2    liability to third parties (including End Users);

14.4.3    damage to goodwill or reputation;

14.4.4    loss of profits or revenues;

14.4.5    loss of, or damage to, data or information systems;

14.4.6    loss of contract or business opportunities; or

14.4.7    loss of anticipated savings.

14.5        Notwithstanding any other provision of this Agreement, neither the Supplier’s nor the Customer’s liability under this Agreement shall be limited in any way in respect of the following:

14.5.1    death or personal injury caused by negligence;

14.5.2    fraud or fraudulent misrepresentation;

14.5.3    any other losses which cannot be excluded or limited by law; and

14.5.4    any losses caused by wilful misconduct.

14.6      The Supplier gives no warranties and makes no representations in respect of the Services except as expressly set out in this Agreement.

 

 

15. Termination

15.1        Notwithstanding clause 3.1, either party may terminate this Agreement at any time by giving notice in writing to the other if that other party:

15.1.1    commits a material breach of this Agreement and such breach is not remediable; or

15.1.2    commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach.

15.2        Either party may terminate this Agreement at any time by giving notice in writing to the other if that party:

15.2.1    stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

15.2.2    is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

15.2.3    becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.2.4    has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.2.5    has a resolution passed for its winding up;

15.2.6    has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.2.7    is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

15.2.8    has a freezing order made against it;

15.2.9    is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

15.2.10  is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.9 in any jurisdiction; or

15.2.11  takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 15.2.1 to 15.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

15.3        If either party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 15, it shall immediately notify that party in writing.

15.4        The Supplier may terminate this Agreement at any time by serving notice in writing on the Customer if the Customer:

15.4.1    brings the reputation of the Supplier into disrepute or does anything likely to cause harm to its reputation; or

15.4.2    has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid fiveBusiness Days after the Customer has received written notification from the Supplier that the payment is overdue.

15.5        Following the expiry or termination of this Agreement for any reason:

15.5.1    the Supplier shall comply with its obligations regarding the preservation, delivery up or destruction of the Customer Data as set out at clause 10.6;

15.5.2    the Customer and its End Users shall immediately cease to have access to the Services provided under this Agreement; and

15.5.3    all outstanding invoices and other sums owed by the Customer to the Supplier shall be paid by the Customer within the earlier of ten Business Days of termination and ten Business Days from the date of an invoice for such amounts.

15.6        Termination shall be without prejudice to the accrued rights and liabilities of the parties.

15.7        Any provision of this Agreement which expressly or by implication is intended to continue in force after termination shall do so notwithstanding termination of expiry of this Agreement.

 

 

16. Data protection

16.1        Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Schedule 2.

16.2        Unless otherwise expressly stated in this Agreement the Supplier’s obligations and the Customer’s rights and remedies under this clause 16 are cumulative with, and additional to, any other provisions of this Agreement.

16.3        This clause 16 and Schedule 2 shall survive termination or expiry of this Agreement for any reason.

 

 

17. Entire agreement

17.1        The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

17.2        Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

 

 

18. Force Majeure

18.1        Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party the effects of which could not have been avoided by a party by compliance with its obligations under this Agreement and which could not otherwise reasonably have been anticipated and avoided.

18.2        The party affected by a Force Majeure Event shall promptly notify the other party in writing when the Force Majeure Event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure Event continues for a continuous period of more than onemonth, the Customer may terminate this Agreement by written notice to the Supplier.

 

 

19. Variation

Without prejudice to clause 4.4, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

 

 

20. No partnership or agency

The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

 

 

21. Notices

21.1        Notices under this Agreement shall be in writing and sent to a party’s registered office address from time to time(or via email as set out below). Notices may be given, and shall be deemed received:

21.1.1    by first-class post: twoBusiness Days after posting;

21.1.2    by airmail: sevenBusiness Days after posting;

21.1.3    by hand: on delivery; and

21.1.4    by email to contact@wesoar.ai in the case of the Supplier and to the email address provided in the Order in the case of the Customer: on receipt of a delivery return email.

21.2        This clause does not apply to notices given in legal proceedings or arbitration.

 

 

22. Severability

22.1        Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Laws, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):

22.1.1    the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and

22.1.2    without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.

 

 

23. Waiver

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

 

 

24. Set off

Eachparty shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

 

 

25. Assignment

The Customer shall not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent.

 

 

26. Third party rights

Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

 

 

27. Conflicts within agreement

27.1        In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

27.1.1    the terms and conditions in the main body of this Agreement.

27.1.2    the Schedules.

27.2        Subject to the above order of priority between documents, later version of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

 

 

28. Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

 

29. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

 

 

 

Schedule 1
Acceptable Use Policy

 

This Acceptable Use Policy sets forth below, acceptable practices while using WeSoar Limited SaaS Services or which involve access to the internet (the “Services”). By using the Services, You acknowledge that You have read, understood, and agree to abide by this policy. In addition, You acknowledge that You will be responsible for violations of this policy by third parties that have gained access to the Services through You.

GENERAL

This Policy is designed to assist in protecting the Services, our Networks and infrastructure and other Customers from improper and/or illegal activity using these services over the Internet. All users of the service/s are expected to behave in a reasonable fashion and to adhere to commonly accepted practices of the Internet community.

For the most part, simply exercising good judgment and common sense while using the Services should enable You to remain within the purview of acceptable conduct as further described below. The categories listed below are intended merely to serve as guidelines regarding appropriate and inappropriate conduct; the list is by no means exhaustive and should not be interpreted as such.

OUR RIGHTS

If You engage in conduct while using the Services that is in violation of these Policies or is otherwise illegal or improper, We reserve the right to invoke the provisions of the Agreement in relation to Your access to the affected element(s) of the Services.

UNAUTHORISED ACCESS/INTERFERENCE

You may not attempt to gain unauthorised access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any of Our networks, systems, computing facilities, equipment, data, or information. You may not use the Services to engage in any activities that may interfere with the ability of others to access or use the Services or the Internet. You may not attempt to gain unauthorised access to the user accounts or passwords of other users.

ILLEGAL ACTIVITY

You agree to use Our Services only for lawful purposes. Use of the Services for transmission, distribution, retrieval, or storage of any information, data, or other material in violation of any applicable law or regulation (including, where applicable any tariff or treaty) is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorisation and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory, or otherwise unlawful.

OTHER PROHIBITED ACTIVITIES

You are also prohibited from the following activities:

  1. Intentionally transmitting files containing a computer virus.
  2. Develop, support or use software, devices, scripts, robots, or any other means or processes (including browser plugins, add-ons, or any other technology or manual work) to “web scrape” the Services or otherwise copy profiles and other data from the Services.
  3. Any other inappropriate activity or abuse of the Services (whether or not specifically listed in these Policies, may result in Us invoking Your access to the affected element(s) of the Services.
  4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of WeSoar Limited.
  5. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights.
  6. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages.

CO-OPERATION WITH INVESTIGATIONS

You and We will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity.

PRIVACY

We will store and process all personal data in accordance with the General Data Protection Regulation 2017 and any other applicable privacy legislation as amended from time to time.

CONTENT OF THE INTERNET

Although we provide SaaS and Hosted services only through the Internet, we do not operate or control the information, services, opinions or other content of the Internet. You agree that You shall make no claim whatsoever against Us relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet.

MODIFICATIONS

We reserve the right to modify this Policy from time-to-time at Our sole discretion. We will notify You of any such modifications either via e-mail or by posting a revised copy of the Policy on our website.

MISUSE OF SERVICES

We reserve the right, where reasonably required, to install and use, or to have You install and use, any appropriate devices to prevent violations of these Policies, including devices designed to filter or terminate access to the Services. We shall consult with You prior to installing, or requiring the installation of, any such devices.

If You become aware of any violation of these Policies by any person, including third parties that have accessed the Services through it, You shall inform us without undue delay.

 

 

 

Schedule 2
DATA PROTECTION

 

DATA PROCESSING AGREEMENT

 

This Data Processing Agreement (“DPA” or “Agreement”) is entered into between the Controller and the Processor and is incorporated into and governed by the terms of the Agreement.

  1. DEFINITIONS

Any capitalised term not defined in this DPA shall have the meaning given to it in the Agreement.

  1. “Affiliate”means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party;
  2. “Agreement”means the agreement between the Company and the Customer for the provision of the Services;
  3. “Data Protection Laws”means all applicable privacy and data protection laws including the Data Protection Act 2018, the GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);
  4. “Controller”means the Customer;
  5. “Data Subject”shall have the same meaning as Data Protection Laws;
  6. “DPA”means this data processing agreement together with Exhibits A, B and C;
  7. “Personal Data”shall have the same meaning as in Data Protection Laws;
  8. “Processor”means the Company;
  9. “Information Security Policy”means the Company’s security document as updated from time to time, and made reasonably available by the Company;
  10. “Standard Contractual Clauses”means the EU model clauses for personal data transfer from controllers to processors c2010-593 - Decision 2010/87EU, set out in Exhibit C of this DPA;
  11. “Sub-Processor”means any person or entity engaged by the Company or its Affiliate to process Personal Data in the provision of the Services to the Customer.

  1. PURPOSE

    1. The Processor has agreed to provide the Services to the Controller in accordance with the terms of the Agreement. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.

  2. SCOPE

    1. In providing the Services to the Controller pursuant to the terms of the Agreement, the Processor shall process Personal Data only to the extent necessary to provide the Services in accordance with both the terms of the Agreement and the Controller’s instructions documented in the Agreement and this DPA as may be updated from time to time.
    2. The Controller and the Processor shall take steps to ensure that any natural person acting under the authority of the Controller or the Processor who has access to Personal Data does not process them except on the instructions from the Controller unless he or she is required to do so by any Data Protection Laws.

  3. PROCESSOR OBLIGATIONS

    1. The Processor may collect, process or use Personal Data only within the scope of this DPA.
    2. The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any natural person acting under the authority of the Processor who has access to Personal Data shall only process the Personal Data on the documented instructions of the Controller.
    3. The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the instructions regarding the processing of Personal Data provided by the Controller, breaches any applicable Data Protection Laws.
    4. The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Data:
      1. are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential;
      2. have received appropriate training on their responsibilities as a data processor; and
      3. are bound by the terms of this DPA.
    5. The Processor shall implement appropriate technical and organisational procedures to protect Personal Data, taking into account the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
    6. The Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
  1. the pseudonymisation and encryption of Personal Data;
  2. the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services;
  3. the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
  4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
    1. The technical and organisational measures detailed in Exhibit B shall at all times be adhered to as a minimum security standard. The Controller accepts and agrees that the technical and organisational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the attachments to this DPA.
    2. The Controller acknowledges and agrees that, in the course of providing the Services to the Controller, it may be necessary for the Processor to access the Personal Data to respond to any technical problems or Controller queries and to ensure the proper working of the Services. All such access by the Processor will be limited to those purposes.
    3. Where Personal Data relating to an EU Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place:
  5. in a third country or territory recognised by the EU Commission to have an adequate level of protection; or
  6. by an organisation located in a country which has other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
    1. Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the Data Subject's rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Data.

  1. CONTROLLER OBLIGATIONS

    1. The Controller represents and warrants that it shall comply with this DPA and its obligations under Data Protection Law.
    2. The Controller represents and warrants that it has obtained any and all necessary permissions and authorisations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.
    3. All Affiliates of the Controller who use the Services shall comply with the obligations of the Controller set out in this DPA.
    4. The Controller shall implement appropriate technical and organisational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Controller shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: 
  1. the pseudonymisation and encryption of Personal Data;
  2. the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services;
  3. the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
  4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
    1. The Controller may require correction, deletion, blocking and/or making available the Personal Data during or after termination of the Agreement. The Processor will process the request to the extent it is lawful, and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.
    2. The Controller acknowledges and agrees that some instructions from the Controller, including destruction or return of data, the Processor assisting with audits, inspections, DPIAs or providing any assistance under this DPA, may result in additional fees. In such case, the Processor shall be entitled to charge the Controller for its costs and expenses in providing any such assistance and will notify the Controller of its fees for providing such assistance in advance, unless otherwise agreed.

  1. SUB-PROCESSORS

    1. The Controller acknowledges and agrees that:
  1. Affiliates of the Processor may be used as Sub-processors; and
  2. the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the Services.
    1. Where Sub-processors are located outside of the EEA, the Processor confirms that such Sub-processors:
  3. are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or
  4. have entered into Standard Contractual Clauses with the Processor; or
  5. have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
    1. The Controller authorises the Processor to use the Sub-Processors already engaged by the Processor as at the date of the Agreement and the Processor shall make available to the Controller the current list of Sub-processors which shall include the identities of Sub-processors and their country of location. During the term of this DPA, the Processor shall provide the Controller with prior notification, via email, of any changes to the list of Sub-processors who may process Personal Data before authorising any new or replacement Sub-processor(s) to process Personal Data in connection with the provision of the Services.
    2. The Controller may object to the use of a new or replacement Sub-processor, by notifying the Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the Controller objects to a new or replacement Sub-processor, and that objection is not unreasonable, the Controller may terminate the Agreement or applicable Order Sheet with respect to those Services which cannot be provided by the Processor without the use of the new or replacement Sub-processor. The Processor will refund the Controller any prepaid fees covering the remainder of the Term of the Agreement (or applicable Order Sheet) following the effective date of termination with respect to such terminated Services.
    3. All Sub-processors who process Personal Data in the provision of the Services to the Controller shall comply with the obligations of the Processor set out in this DPA. The Processor shall:
  6. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Personal Data;
  7. appoint each Sub-Processor under a written contract containing materially the same obligations to those of the Processor in this DPA enforceable by the Processor; and
  8. ensure each such Sub-Processor complies with all such obligations.
    1. The Controller agrees that the Sub-Processors may transfer Personal Data for the purpose of providing the Solution and Services to the Controller in accordance with the Agreement to countries outside the European Economic Area (EEA). The Processor confirms that such Sub-processors:
  9. are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or
  10. have entered into Standard Contractual Clauses with the Processor; or
  11. have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

  1. AUDIT

    1. The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections.
    2. Any audit conducted under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Agreement. In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will be:
  1. at the Controller’s expense;
  2. limited in scope to matters specific to the Controller and agreed in advance;
  3. carried out during UK business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and
  4. conducted in a way which does not interfere with the Processor’s day-to-day business.
    1. This clause shall not modify or limit the rights of audit of the Controller, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.

  1. DATA BREACH

    1. The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorised disclosure or access to any Personal Data (“ Data Breach”).
    2. The Processor will take all commercially reasonable measures to secure the Personal Data, to limit the effects of any Data Breach, and to assist the Controller in meeting the Controller’s obligations under applicable law.

  2. COMPLIANCE, COOPERATION AND RESPONSE

    1. In the event that the Processor receives a request from a Data Subject in relation to Personal Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request. In the event that the Processor is legally required to respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.
    2. The Processor will notify the Controller promptly of any request or complaint regarding the processing of Personal Data, which adversely impacts the Controller, unless such notification is not permitted under applicable law or a relevant court order.
    3. The Processor may make copies of and/or retain Personal Data in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.
    4. The Processor shall reasonably assist the Controller in meeting its obligation to carry out data protection impact assessments (DPIAs), taking into account the nature of processing and the information available to the Processor.
    5. The parties acknowledge that it is the duty of the Controller to notify the Processor within a reasonable time, of any changes to applicable data protection laws, codes or regulations which may affect the contractual duties of the Processor. The Processor shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organisational measures to maintain compliance. If the parties agree that amendments are required, but the Processor is unable to accommodate the necessary changes, the Controller may terminate the part or parts of the Services which give rise to the non-compliance. To the extent that other parts of the Services provided are not affected by such changes, the provision of those Services shall remain unaffected.
    6. The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA.

  3. LIABILITY

    1. The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA.
    2. The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement.
    3. The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been committed by the Controller itself.
    4. The Controller shall not be entitled to recover more than once in respect of the same loss.

  4. TERM AND TERMINATION

    1. The Processor will only process Personal Data for the term of the DPA. The term of this DPA shall coincide with the commencement of the Agreement and this DPA shall terminate automatically together with termination or expiry of the Agreement.
    2. The Processor shall at the choice of the Controller, delete or return Personal Data to the Controller after the end of the provision of the Services relating to processing, and delete existing copies, as set out in the Agreement, unless applicable law or regulations require storage of the Personal Data.

  5. GENERAL

    1. This DPA sets out the entire understanding of the parties with regards to the subject matter herein.
    2. Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
    3. Subject to any provision of the Standard Contractual Clauses to the contrary, this DPA shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.

 

Upon signing the Order Sheet or completing an online Order Sheet the parties agree that this DPA is incorporated into and governed by the terms of the Agreement.


 

 

EXHIBIT A

 

Overview of data processing activities to be performed by the Processor

  1. Controller

The Controller transfers Personal Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Controller is the Customer set out in the Order Sheet.

  1. Processor

The Processor received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Processor is:

WESOAR LIMITED a company incorporated in England and Wales under number 11932816 whose registered office is at Spaces, 9 Greyfriars Road, Reading, United Kingdom, RG1 1NU.

  1. Data Subjects

The Personal Data transferred concern the following categories of Data Subjects:

  1. Current and former employees, freelancers and contractors of the Controller and other users added by the Controller from time to time.
  2. Licensed Users, Affiliates and other participants from time to time to whom the Controller has granted the right to access the Services in accordance with the terms of the Agreement.
  3. Clients of the Controller and individuals with whom those end users communicate with by email and/or instant messaging.
  4. Service providers of the Controller.
  5. Other individuals to the extent identifiable in the content of their comments, feedback, file attachments or in archiving content.

  1. Categories of Data

The Personal Data transferred concern the following categories of data:

  1. Personal details, names, user names, passwords, email addresses, phone numbers, reporting lines,role or individual criticalityof End Users.
  2. Personal Data derived from the End Users’ use of the Services such as records and business intelligence information.
  3. Personal Data within email and messaging content which identifies or may reasonably be used to identify, data subjects.
  4. Metadata including sent, to, from, date, time, subject, which may include Personal Data.
  5. Financial data such as salary or bonus if configured and added by the Controller.
  6. Service activity.
  7. Data concerning education and profession.
  8. File attachments that may contain Personal Data.
  9. Survey, feedback, appreciation and assessment messages and ratings which could include financial data, career preferences, bonus allocations, talent profile, performance ratings.
  10. Data concerning any formal or informal performance improvement plans
  11. Personal Notes about other End Users.
  12. Objectives, goals, personal development information, milestones and progress notes on these.
  13. Job descriptions.
  14. Information offered by users as part of support enquiries.
  15. Other data added by the Controller from time to time.

  1. Special categories of Data

No sensitive data or special categories of data are permitted to be transferred and shall not be contained in the content of or attachments to emails. Sensitive data is defined as data consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation, the commission or alleged commission of any offence, any proceedings for any alleged or committed office and the disposal of such proceedings or the sentence of any court in such proceedings.

  1. Processing operations

The Personal Data transferred will be subject to the following basic processing activities:

  1. Personal Data will be processed to the extent necessary to provide the Services in accordance with both the Agreement and the Controller’s instructions. The Processor processes Personal Data only on behalf of the Controller. Processing operations include, but are not limited to: management of objectives,goals, check-ins, appraisals, performance reviews, feedback, recognition, survey feedback, and personal development tracking, making comments and updates on these, management of lists of employees, intermediaries and other users, providing support to user and, other HR functions. This operation relates to all aspects of Personal Data processed.
  2. Technical support, issue diagnosis and error correction to ensure the efficient and proper running of the systems and to identify, analyse and resolve technical issues both generally in the provision of the Services and specifically in answer to a Controller query. This operation may relate to all aspects of Personal Data processed but will be limited to metadata where possible.
  3. Virus, anti-spam and Malware checking in accordance with the Services provided. This operation relates to all aspects of Personal Data processed.
  4. URL scanning for the purposes of the provision of targeted threat protection and similar service which may be provided under the Agreement. This operation relates to attachments and links in messages and will relates to any Personal Data within those attachments or links which could include all categories of Personal Data.
  5. Ad-hoc processing activities as requested by the Controller from time to time such as importing data from files, running custom reports, exporting data into ZIP files, etc.


 

 

EXHIBIT B

 

Technical and Organisational Security Measures

 

The following descriptions provide an overview of the technical and organisational security measures implemented. It should be noted however that, in some circumstances, in order to protect the integrity of the security measures and in the context of data security, detailed descriptions may not be available, however additional information regarding technical and organisational measures may be found in the Information Security Policy. It is acknowledged and agreed that the Information Security Policy and the technical and organisational measures described therein will be updated and amended from time to time, at the sole discretion of the Processor. Notwithstanding the foregoing, the technical and organisational measures will not fall short of those measures described in the Information Security Policy in any material, detrimental way.

  1. Entrance Control

Personal Data is kept on servers hosted in data centres that adhere to strict and independently verified standards of physical access control which include ISO27001 as a minimum[NP1] .

  1. System Access Control

Remote access by WeSoaremployees to the data processing systems is only possible after successful authentication and authorisation by a centralised directory service[NP2] . All access attempts, successful and unsuccessful are logged and monitored. Access to End User’s WeSoar account is authenticated by successfully entering an email address or user name or registered mobile phone number and password of the user’s choice, or via one of the Single Sign On options available such as SAML2.0, or Login with Google, Microsoft or Slack[NP3] .

Additional technical protections are in place using firewalls and proxy servers and state of the art encryption technology[NP4]  that is applied where appropriate to meet the protective purpose based on risk.

  1. Data Access Control

Technical and organisational measures regarding the on-demand structure of the authorisation concept, data access rights and monitoring and recording of the same:

Measures regarding data access control are targeted on the basis that only such data can be accessed for which an access authorisation exists and that data cannot be read, copied, changed or deleted in an unauthorised manner during the processing and after the saving of such data.

Access to data necessary for the performance of the particular task is ensured within the systems and applications by a corresponding role and authorisation concept. In accordance to the “least privilege” and "need-to-know" principles, each role has only those rights which are necessary for the fulfilment of the task to be performed by the individual person.

To maintain data access control, state of the art encryption technology is applied to the Personal Data itself where deemed appropriate to protect sensitive data based on risk.

 

  1. Transmission Control

Technical and organisational measures regarding the transport, transfer, transmission, storage and subsequent review of Personal Data on data media (manually or electronically):

Transmission control is implemented so that Personal Data cannot be read, copied, changed or deleted without authorisation, during transfer or while stored on data media, and so that it can be monitored and determined as to which recipients a transfer of Personal Data is intended.

The measures necessary to ensure data security during transport, transfer and transmission of Personal Data as well as any other company or Customer Data are detailed in the [NP5] Information Security Policy. This standard includes a description of the protection required during the processing of data, from the creation of such data to deletion, including the protection of such data in accordance with the data classification level.

For the purpose of transfer control, an encryption technology is used (e.g. remote access to the company network via two factor VPN tunnel and full disk encryption). [NP6] The suitability of an encryption technology is measured against the protective purpose.

The transfer of Personal Data to a third party (e.g. customers, sub-contractors, service providers) is only made if a corresponding contract exists, and only for the specific purposes. If Personal Data is transferred to companies located outside the EEA, the Processor provides that an adequate level of data protection exists at the target location or organisation in accordance with the European Union's data protection requirements, e.g. by employing contracts based on the Standard Contractual Clauses[NP7] .

  1. Data Entry Control

Technical and organisational measures regarding recording and monitoring of the circumstances of data entry to enable retroactive review:

System inputs are recorded in the form of log files therefore it is possible to review retroactively whether and by whom Personal Data was entered, altered or deleted[NP8] .

  1. Data Processing Control

Technical and organisational measures to differentiate between the competences of principal and contractor:

The aim of the data processing control is to provide that Personal Data is processed by a commissioned data processor [NP9] in accordance with the Instructions of the principal.

Details regarding data processing control are set forth in the Agreement and DPA.

  1. Availability Control

Technical and organisational measures regarding data backup (physical/logical):

Data is stored in triplicate [NP10] in near real time. Transaction logs backups [NP11] are taken every 5-10 minutes. Differential backups [NP12] are taken every few hours, and full backups [NP13] are taken weekly. The backup retention period is 35 days[NP14] . All backups are encrypted.

If Personal Data is no longer required for the purposes for which it was processed, it is deleted promptly. It should be noted that with each deletion, the Personal Data is only locked in the first instance[NP15]  and is then deleted for good with a certain delay. This is done in order to prevent accidental deletions or possible intentional damage.

 

  1. Separation Control

Technical and organisational measures regarding purposes of collection and separated processing:

Personal Data used for internal purposes only e.g. as part of the respective customer relationship, may be transferred to a third party such as a subcontractor, solely under consideration of contractual arrangements and appropriate data protection regulatory requirements.

Employees are instructed to collect, process and use Personal Data only within the framework and for the purposes of their duties (e.g. service provision). At a technical level, multi-client capability includes separation of functions as well as appropriate separation of testing and production systems.

Customer Data is stored in a way that logically separates it from other customer data.

Customer data is encrypted at rest using AES256 bit encryption and data in transit is protected by Transport Layer Security (“TLS”).[NP16] 


 

 

EXHIBIT C

 

Standard Contractual Clauses

 

Commission Decision C(2010)593 Standard Contractual Clauses (processors)

 

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection the Controller, (the data “exporter”)

and

the Processor, (the data “importer”)

each a “party”; together “the parties”,

HAVE AGREED on the following Standard Contractual Clauses (the “Standard Contractual Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Exhibit A of the DPA.





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