Land Technologies Ltd ("we", "us" and "our") operates land.tech, www.landinsight.io, app.landinsight.io, app.landenhance.io and LandInsight GO. We are registered in England and Wales under company number 08845300 and have our registered office at 9 Appold St, Hackney, London, EC2A 2AP. Our VAT number is 184170704. To contact us, please email email@example.com or call us on 0203 086 7855.
These terms tell you the rules for using our website at land.tech.
www.land.tech is a site operated by Land Technologies Ltd. We are registered in England and Wales under company number 08845300 and have our registered office at 9 Appold St, Hackney, London, EC2A 2AP. Our VAT number is 184170704. We are a limited company. To contact us, please email firstname.lastname@example.org or telephone our customer service line on 0203 086 7855.
This Agreement represents the understanding between the Company and the Customer and supersedes any other written or oral agreement. If you do not agree to the Terms of the Agreement, then you must not use The Product.
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated in Sept 2019.
We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities.
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes 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.
• Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our "Terms and conditions of service".
• We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
• use of, or inability to use, our site; or
• use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.
• Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. 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. In the event of such a breach, your right to use our site will cease immediately.
You may link to our home page, provided you do so in a way that is fair and legal and 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 in any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our site other than that set out above, please contact email@example.com.
• www.land.tech ("marketing site")
• app.landinsight.io and app.landenhance.io ("web apps")
• LandInsight GO ("mobile app")
Together, these form "our services". In this policy, "we" refers to Land Technologies Ltd.
This section explains the types of personal data we collect from and about you, and the sources of that data.
Data you give us. This is information about you that you give us by filling in any forms on our services or by corresponding with us by phone, email or otherwise. It includes information you provide when you register to use our services or subscribe to any of our services, and when you report a problem with any of our services. The information you give us may include your name, address, email address, phone number or financial information required for billing purposes. In our mobile app, this may be location data and photos in your camera roll. Please see the LandInsight GO section for more detail about this.
If you apply for a job with us, you will be required to provide us with your contact information, professional experience, educational history and qualifications, and other information that may be included on your CV. We will also ask for information necessary to complete right to work and background checks. This will be explained further to you at the relevant stage of the job application process.
Data we collect about you. With regard to your use of our services, we will automatically collect the following information:
• technical information: the Internet protocol address, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
• high level data about your sessions: the full Uniform Resource Locators (URL), clickstream to, through and from our marketing site (including date and time), page response times, download errors, length of visits to certain pages, features used in our web app, page interaction information, and any phone number used to call us.
Data we collect from third party sources. In common with many companies, we collect information about prospective and actual customers from public sources (such as LinkedIn or public registers such as Companies House) and from reputable providers of business information, such as Dunn & Bradstreet. This information typically includes name, job title and contact information.
Data you give us. We use this information:
• to provide you with the information, products and services that you request from us;
• to notify you about important changes regarding any of our services;
• where you do not object (or, where required by applicable law, where you consent), to send you marketing communications
• in our web and mobile apps, so you can identify your own work, such as in the site card comments and attachments
• where you apply for a job with us, in order to: (i) consider your application, including running interviews and assessments; and (ii) carry out right to work and background checks necessary to determine whether it is legal and appropriate for you to work for us.
Automatically collected data. We use this information:
• to ensure that our digital platforms function as intended, and allow you to receive the services you request;
• to tailor our presentation of content to you and your device;
• to administer our services and for internal operations. These include: troubleshooting, data analysis, testing, research, and statistical purposes;
• to provide you with technical support and adequately respond to individual needs;
• to allow you to participate in interactive features of our service, when you choose to do so;
• as part of our efforts to keep our site safe and secure, including preventing account abuse and detecting possible breaches.
If you use LandInsight GO, and you give us your permission to do so, we will automatically access your mobile phone camera and your location data. We use your camera to enable you to take pictures of sites and save them to your camera roll and/or sites area. You'll then be able to view the pictures in the mobile app and the web app. Meanwhile, we use your location data to facilitate the accuracy of site spotting. You can change these preferences for either of these features in your mobile phone settings at any time. You can also delete the photos from any of our services. If you don't allow us to access your location data, you'll still be able to use our mobile app but it may be more difficult for you to accurately identify a site location.
We use this information to improve the quality and accuracy of our customer relationship management data, and to identify prospective customers who may be interested in our services, so that we can share relevant marketing materials with them.
Data collected from third party sources. We will only share your data with the following categories of third party, and for the following purposes:
• Any member of our corporate group, which means our subsidiaries and affiliates, for the purposes described in this policy.
• Our service providers (including providers of customer relationship management and communications software) who help us to provide our services and to perform each of the purposes set out above. Our service providers act on our instructions, and are subject to contractual undertakings that protect the confidentiality and security of your personal data.
• Our regulators, including supervisory authorities for data protection, and with courts and law enforcement to comply with all applicable laws, regulations and rules, and requests of law enforcement, regulatory and other governmental agencies.
• If, in the future, we sell or transfer some or all of our business or assets to a third party, or invite investment in our company, we may disclose information to a potential or actual third party purchaser of our business or assets.
Legal basis. We will only collect, use and share your personal data where we are satisfied that we have an appropriate legal basis to do this. The legal basis we rely upon may impact which rights you have in relation to your personal data (see "Your Rights" below for more information). The legal bases we rely upon are:
• Your consent. This only applies where we have clearly obtained your consent. For example, we may obtain your consent for direct marketing purposes (although note we may also rely on our 'legitimate interests', where permitted to do so by law). We also rely on your consent to access your camera and location data for LandInsight Go (see above). Where we rely on your consent, you have the right to withdraw it at any time (for example, by unsubscribing from marketing, changing your mobile app settings, or otherwise contacting us).
• Legal obligation. This applies whenever we need your personal data to comply with a legal obligation, for example maintaining proper accounting records of your transactions with us, or carrying out right to work checks when you apply for a job with us. We may also be under a legal obligation to share data with courts, regulatory or other governmental agencies.
• Legitimate interests. Where the above do not apply, we will have established a legitimate interest to process your personal data for a purpose described in this policy, and will ensure that our interest is not overridden by your rights and freedoms. For example, we have a legitimate interest in:
• maintaining contact information for representatives of our corporate customers, so that we can provide our services to them and administer their accounts;
• collecting business contact information for appropriate prospective customers and sending them relevant information about services we reasonably believe may be of interest to them and their business;
• preventing account abuse and detecting possible security breaches with respect to our digital platforms.
If you've been referred to our services by a friend, they will be able to provide you with a referral link so that you both can take advantage of our referral scheme benefits. As someone who has been referred to us, we only process your data once you fill in the relevant form to sign up for a free trial and/or use any of our services.
Data retention Our approach is to only retain personal data for as long as is necessary to satisfy the relevant purpose(s) set out in this policy, subject to the following exceptions.
We will hold information required to maintain accurate company and accounting records (e.g. records of transactions) for 6 years, after which it will be destroyed.
We will continue to retain personal data where it is necessary for us to establish, exercise or defend legal claims, for example to enforce our contracts or to defend claims from or involving you.
If you apply for a job with us and are unsuccessful, we will retain your application and personal data for a period of no more than 12 months from our last communication, in order to consider you for future positions and for reporting purposes.
You're able to subscribe and resubscribe from our services at any time so we will not delete your data unless you ask us to do so. However, after 12 months of inactivity we will automatically delete your account and all associated data. Please see Your Rights, for more information about this. If you would like your data deleted now, you can email us at firstname.lastname@example.org
Where we store your data. We are a UK based company, and primarily your data will be stored and processed in the UK. However, some of our service providers store and process data outside of the UK and the European Economic Area ("EEA"), for example in the United States. Not all countries outside of the UK and EEA have equivalent data protection laws to the UK and EEA, and consequently we have taken steps to ensure that service providers who may process your personal information outside the EEA have put in place appropriate measures to protect your data, such as by entering into a standard contractual clauses approved by the EU Commission or a relevant supervisory authority. In non-routine circumstances, we may rely on a derogation available under data protection laws to transfer your personal information outside of the UK and EEA without the aforementioned measures in place. You have a right to see a copy of any agreement under which your personal information is transferred outside of the EEA, although this may be redacted for reasons of commercial sensitivity
You have the following rights in relation to your personal data. Please note that some of these rights are dependent on our legal basis for processing your personal data, as explained above. Each right is also subject to exemptions, and we will inform you if we rely on one or more of these. Finally, when you make a request we may be required to take steps to confirm your identity.
• The right to access: you can request a copy of the data held and we will follow our internal procedures to provide you with the data that you request where we can, as required by law.
• To rectification: you can contact us to update or correct any of your information. There may be some rectifications you can carry out on your own so please check your account first.
• Right to erasure: you have the right to request the erasure of your data, in certain circumstances, by law. Within your account, there are some options for you to exercise this right without contacting us.
• Right to data portability: Where our processing is based on your consent or the performance of a contract (see "Legal basis" above), you can request to obtain your personal data to reuse with another service. When you request this, we will provide this data in a commonly used format.
• Right to object or restrict: you have the right to object to our processing of your personal data that is based on legitimate interests(see "Legal basis" above), or for direct marketing purposes, and/or to restrict as you wish. For marketing you can utilise the unsubscribe links at the bottom of our emails.
If you'd like to exercise any of these rights you can email us at email@example.com, or via the specified contact options in our services.
As it relates to our services and the rights you may choose to exercise, there are some specifics we feel you should be aware of. You should note:
• Deleting our mobile app doesn't delete your data. If you'd like to exercise your right to erasure in this case, please contact us.
• Where your location data is linked to a photo, turning off the location permission may still mean it is held on our servers. If you would like all the location data deleted you would have to delete all your photos from our services.
• You can exercise your right to erasure through the various delete options in our services. This includes the deletion of comments and attachments in the site card. Please note, if you delete anything from our web app it deletes from the mobile app and vice versa.
You also have the right, at any time, to complain to your supervisory authority. In the UK this is the Information Commissioner's Office. However, we ask that if you are unhappy you try to resolve this with us first – we will do our best to help.
We use the following cookies:.
• Strictly necessary cookies. These are cookies that are required for the operation of our site. They include, for example, cookies that enable you to log into secure areas of our site, use a shopping cart or make use of e-billing services.
• Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around our site when they are using it. This helps us to improve the way our site works, for example, by ensuring that users are finding what they are looking for easily.
• Functionality cookies. These are used to recognise you when you return to our site. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
• Targeting cookies. These cookies record your visit to our site, the pages you have visited and the links you have followed. We will use this information to make our site and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.
1. During your use of the Services you shall not do anything that:
1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
1.2. facilitates illegal activity;
1.3. depicts sexually explicit images;
1.4. promotes unlawful violence;
1.5. is discriminatory based on race, gender, ethnicity, religious belief, sexual orientation, disability; or
1.6. is otherwise illegal or causes damage or injury to any person or property.
2. We reserve the right, without liability or prejudice to our other rights to you, to disable you or any Authorised User's access to the Services for any breach of this clause.
3. You shall not:
3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;
3.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3.3. access all or any part of the Services in order to build a product or service which competes with the Services;
3.4. not use the Services in order to on-sell or resell any outputs from the Services;
3.5. use the Services to provide similar services or services in competition with the Services to third parties; or
3.6. subject to the terms of this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
3.7. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement,
3.8. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement.
4. 'Fair usage' applies to using our Services for your legitimate business purposes and not using the Services or User Subscriptions in ways in which they are not designed. This may include but is not limited to:
4.1. excessive switching of User Subscriptions between individuals;
4.2. excessive use within a single User Subscription;
4.3. overloading the API systems utilised in the Services in such a way that creates much higher traffic than is typical from an individual user; or
4.4. using our attachments / documents storage in a way not intended (such as uploading excessively large documents to our servers).
5. Fair usage will be determined in our sole, but reasonable, discretion. If you have a specific use of the Services in mind that you think may not be considered ‘fair usage’ please ensure that such usage is specifically provided for in the Order Form or otherwise agreed with us in writing.
1.1 This Agreement applies to the various Services we may provide to you, as described in your Order Form or otherwise. Certain of our services may have additional terms applicable to them called "Product Specific Terms", which includes for our Land Insight Free'; 'Land Insight Starter'; 'Land Insight Pro'; and 'Land Insight Unlimited' Services.
1.2 Our Services and this Agreement are intended for business, not personal use. Accordingly, you confirm that you are entering into the Agreement in this capacity and not as a consumer, and that you have authority to do so on behalf of your business. If this is not the case, you must not use the Services and must contact us instead to discuss alternative arrangements, if this is possible.
1.3 You agree that by entering into an Order Form (whether by signing it, clicking "I accept" (or similar wording)) or otherwise starting use of our Services you are both legally capable of entering into this Agreement and that you accept this Agreement.
1.4 Certain terms we use in this Agreement are defined as having a specific meaning. These terms are set out in clause 27.
2.1 When we use the term "Agreement", we mean these Terms & Conditions together with the following documents that you and we must comply with:
2.1.1 the contents of your specific Order Form;
2.1.2 the Product Specific Terms;
2.1.4 our Anti-bribery Policy;
2.1.5 our Data Protection Agreement;
2.1.6 our Acceptable Use Policy; and
2.1.7 any documents we refer to in any of the above;
2.2 All of the documents listed in clause 2.1 above, other than the Order Form, can be found on the following page: www.land.tech/legal
2.3 If there is a conflict between any of the documents referred to above, the Terms shall prevail, followed by the documents in descending order (from highest priority to lowest).
3.1 We will provide you with access to the Services from the date set out in your Order From ("Start Date"). Access to those Services will be provided for the following duration:
3.1.1 "Initial Subscription Period": which is the minimum initial term for such Services will be set out in the Order Form. Where the Order Form sets out no "Initial Subscription Period", it shall be the same as your Billing Period; and
3.1.2 "Renewed Subscription Period": subject to earlier termination as set out in clause 15, the term of such Services will automatically renew for a further period as described in the applicable Product Specific Terms, unless you give us the required period of notice for non-renewal as set out in the Product Specific Terms prior to the end of the Initial Subscription Period or then applicable Renewed Subscription Period.
The Initial Subscription Period and any then applicable Renewed Subscription Period are referred to as the "Subscription Period" for those Services. This Agreement will terminate where you are no longer using or have access to any of our Services, unless otherwise agreed in writing.
4.1 Subject to any additional terms set out in the Order Form or Product Specific Terms:
4.1.1 We grant to you for the Subscription Period a non-exclusive, royalty free right to access and use the Services stated in the Order Form, strictly for your own internal business operations;
4.1.2 Use of the Services is limited to the number of User Subscriptions set out in the Order Form and any additional User Subscriptions you purchase as set out in clause 4.1.3 below.
4.1.3 You may purchase additional User Subscriptions at the rate that applies to your Services, set out either in your Order Form or Product Specific Terms. These additional User Subscriptions will be available for the remainder of the Subscription Period.
You grant to us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into our services and products any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of or other attributes of our services and products.
5.1 You will ensure that:
5.1.1 the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time; and
5.1.2 you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services.
5.2 You are responsible for your Authorised Users' use of the Service and their compliance with this Agreement.
5.3 You shall not deliberately access, store, distribute or transmit any viruses, onto or through our Services or systems (or any other similar thing that is designed to adversely affect any hardware software or systems). You shall use your reasonable endeavours to protect against this being done without deliberate intent.
5.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services by third parties and, in the event of any such unauthorised access or use, you shall promptly notify us.
6.1 We shall use reasonable endeavours to make the Services available twenty-four hours per day, seven days per week, provided such availability shall exclude any planned, unplanned or emergency maintenance on the Services and that you maintain a sufficiently fast and reliable internet connection and use a browser environment which complies with our technical guidelines.
6.2 We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during normal business hours (being. 9.00 am to 6.00 pm local UK time, each day that is not a weekend or bank holiday in England). You may purchase enhanced support services separately by agreement.
7.1 Subject to clause 12.2 you shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
7.2 Except as expressly stated in this Agreement, we shall have no rights to, or in, any intellectual property rights or any other rights or licences in respect of the Customer Data.
7.3 We shall take reasonable precautions to preserve the integrity of Customer Data which we process and to prevent any corruption or loss of such data but we shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data other than as set out in clause 7.4 below.
7.4 In the event of any loss or damage to Customer Data howsoever caused, your sole and exclusive remedy shall be for us to use our reasonable commercial endeavours to restore the lost or damaged data from the latest back-up, if any.
8.1 You acknowledge that the Services have not been designed to process or manage means anything that would be considered special category data under the Data Protection Legislation ("Sensitive Information") and accordingly you agree not to use the Services to collect, manage or process Sensitive Information.
9.1 We will perform the Services with reasonable skill and care expected of an experienced and skilled provider of such services.
9.2 If the Services do not conform with the undertaking in clause 9.1, we will, at our own expense, use reasonable commercial endeavours to correct any such non-conformance promptly, which constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1. We do not warrant that your use of the Services will be uninterrupted or error-free; and are not responsible for any delays, delivery failures, or any other loss or damage resulting from facilities outside of our control.
9.3 We shall comply with all applicable laws applicable to the performance of the Services, including in respect of anti-bribery and anti-slavery.
10.1 You shall:
10.1.1 comply with all applicable laws and regulations with respect to your activities under this Agreement;
10.1.2 obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement, including without limitation the Services; and
11.1 You shall pay the fees identified in the Order From for your applicable User Subscriptions and any other fees identified in the Order Form, which together we refer to as "Subscription Fees". We will also identify a "Billing Period" in the Order Form to determine the frequency we will charge you for the Services, or if none is identified, the billing period shall be as per the default billing period set out in the Product Specific Terms.
11.2 You shall pay the Subscription Fees in accordance with this clause 11.
11.3 You shall on the first day of the Subscription Period (and throughout the Subscription Period) provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.
11.4 Paying by Credit Card: If the Order Form indicates that you will pay by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Period (including for any Renewal Period, as applicable), you further authorise us to use a third party to process payments and consent to the disclosure of your payment information to such third party.
11.5 Paying by Invoice: If the Order Form indicates that you will pay by invoice, we will invoice you no more than 45 days before the beginning of the Subscription Period, each subsequent Billing Period thereafter and other times during the Subscription Period if and when fees are payable. All amounts invoiced are due and payable within 30 days from the date of the invoice, unless otherwise specified in the Order Form.
11.6 Without prejudice to clause 15.1, if we have not received payment within 30 days after the relevant due date, and without prejudice to any other rights and remedies we may have, we may, without liability to you, take any action we deem reasonably necessary to protect our business interests. This may include reducing your Services to a ‘free’ offering or excluding your access to the Services entirely.
11.7 All amounts and fees stated or referred to in the Order Form and this Agreement:
11.7.1 shall be payable in pounds sterling;
11.7.2 are, except as specifically provided in this Agreement, non-cancellable and non-refundable; and
11.7.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
11.8 At the completion of the Initial Subscription Period, or a subsequent Renewed Subscription Period, we may increase fees for the Services purchased, for the upcoming Renewed Subscription Period. If an increase applies, we will give notice to you in advance of this taking effect. You can choose not to renew by providing notice of non-renewal, as described in clause 3.1.2 above.
11.9 We may from time to time provide certain Services to you where no Subscription Fees are payable ("Value Add Services"). Where we do so, you acknowledge that we may withdraw such Services on giving little or no notice and that, subject to clauses 14.2 and 14.3, our liability in connection with such Value Add Services (whether in contract, tort (including negligence) or otherwise) shall not exceed £100 (one hundred pounds sterling). You acknowledge that we would not be able to provide the Value Add Services to you at no charge, were it not for the foregoing provisions.
12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and any modifications to them. Except as expressly stated in these Terms, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
12.2 You consent to us:
12.2.1 using software tools such as cookies to collect Usage Data;
12.2.2 retaining and processing Usage Data for the purposes of detecting and preventing breaches of (i) our network security, (ii) the law or (iii) this Agreement, support, capacity planning and the operation/improvement of our services; and
12.3 We confirm that the Services do not infringe any third party intellectual property rights. If they do and any claim is made against you by a third party as a result, then we indemnify you for the direct losses you incur for our breach of this clause.
13.1 "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
13.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
13.2.1 is or becomes publicly known other than through any act or omission of the receiving party;
13.2.2 was in the other party's lawful possession before the disclosure;
13.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
13.2.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
13.3 Subject to clause 13.5, each party shall hold the other's Confidential Information in confidence and, unless required by law not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
13.4 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
13.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.6 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information. We acknowledge that the Customer Data is your Confidential Information.
13.7 The above provisions of this clause 13 shall survive termination of this Agreement, however arising.
14.1 This clause 14 sets out our entire financial liability (including any liability for the acts and omissions of our employees, agents and sub-contractors) to you in connection with this Agreement.
14.2 Nothing in this Agreement excludes the liability of us which cannot legally be limited, including but not limited to liability for:
14.2.1 death or personal injury caused by our negligence; or
14.2.2 fraud or fraudulent misrepresentation.
14.3 Subject to clauses 14.2 and 14.4, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise arising under or in connection with this Agreement shall be limited to the total Subscription Fees paid by you for the Services during the 6 months immediately preceding the date on which the default occurred.
14.4 Subject to clauses 14.2 and 14.3, we shall not be liable for any of the following types of loss: loss of profits; loss of sales or business; loss of or damage to goodwill (in each case whether direct or indirect); indirect loss or consequential loss.
14.5 You acknowledge that:
14.5.1 the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk; and
14.5.2 we use data from third party data sources and:
220.127.116.11 we are not able to verify the accuracy of such data and accordingly accept no liability in respect of any such data accessed via the Services; and
18.104.22.168 such third parties may also impose limitations on their liability in respect of the accuracy of such data and also accept no liability in respect of its use by you;
14.5.3 we may amend of remove portions of our Services as we deem necessary in the event that any third party data sources change or are otherwise no longer available.
14.6 Except as expressly and specifically provided in this Agreement, you assume sole responsibility for results obtained from the use of the Services by you or any Authorised User, and for conclusions drawn from such use.
14.7 We shall have no liability for any damage caused by errors, or omissions in any instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.
14.8 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law not expressly set out in this Agreement are, to the fullest extent permitted by applicable law, excluded from this Agreement.
15.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement or the affected Services with immediate effect by giving written notice to the other party if:
15.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
15.1.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
15.2 On termination of this Agreement for any reason:
15.2.1 access to the Services provided under this Agreement shall immediately terminate and you shall immediately cease all use of the Services; and
15.2.2 we may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive a written request for the delivery to you of the then most recent back-up of the Customer Data. You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data.
16.1 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control.
17.1 Subject to clause 17.2, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their respective authorised representatives).
17.2 We may change the terms of this Agreement from time to time at our sole discretion only to the extent that such a change is needed to comply with a change in law or regulation that effects this Agreement. Any such changes will be posted on our website and we may provide notification of changes via email or via the applicable Services. In the event we make a change to this Agreement which is of material detriment to you:
17.2.1 we shall provide the you with reasonable notice in writing by email; and
17.2.2 you shall be entitled to terminate this Agreement provided you provide 14 days’ notice of such termination to us within 14 days of receiving our notification of the change.
17.3 We may not change the terms of an Order Form without your written agreement.
17.4 From time to time, we may vary or otherwise update the Services for our customers. In doing so, we confirm we will not materially reduce the functionality you received prior to such updates being made.
18.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (save where made fraudulently) that is not set out in this Agreement.
22.1 We may, on prior written notice, at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.
22.2 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
23.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24.1 This Agreement, unless otherwise specifically stated, does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1 Any notice required to be given under this Agreement shall be in writing and shall be sent by email to the other party’s email address as set out in the Order Form of this Agreement.
26.1 This Agreement and any dispute or claim arising out of or in connection with it or 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 shall be subject to the exclusive jurisdiction of the courts of England and Wales.
27.1 Throughout these terms and the Agreement, we use capitalised terms to refer to specific definitions. This is to ensure that you can be certain of the contractual terms you are agreeing to. These definitions are as follows:
27.1.1 "Authorised Users" means those specifically nominated employees, agents and/or independent contractors who are authorised by you to use the Services, in accordance with the terms of this Agreement;
27.1.2 "Customer Data" means the data inputted by you (including Personal Data), Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services, and which might include but shall not be limited to name, email address, file uploads and sites area comments/notes;
27.1.3 "Customer Personal Data" means any and all Personal Data input to the Services by or on behalf of you or any Authorised User (including without limitation, Personal Data of Users);
27.1.4 "Data Protection Legislation" means, unless and until no longer directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, and then (in the event of non-applicability) any successor legislation to the GDPR, the Data Protection Act 1998 or the Data Protection Act 2018;
27.1.5 "Order Form" means a document or online form which contains (and confirms) all of the agreed details of our proposal to you. An ‘Order Form may be a physical document or contract, an online payment window or a detailed order form, in each case which reference these Terms and Conditions;
27.1.6 "Personal Data" has the meaning ascribed to it in the Data Protection Legislation;
27.1.7 "Services" means the relevant products and/or services provided by us to you as specifically stated in the Order Form for our Agreement together with the details of such services stated in the Product Specific Terms;
27.1.8 "Usage Data" means any data relating to the way you and Authorised Users use the Services. This includes data concerning clickstreams, generic types, messages (including subject headers, senders and recipients), software downloaded, times of sessions and volumes of data accessed;
27.1.9 "User Subscription" means the user subscriptions purchased by the you which entitle Authorised Users to access and use the Services in accordance with this Agreement;
27.2 The phrases "we", "us" or the "Supplier" refer to Land Technologies Ltd. A limited company with registered Company Number 08845300. The phrases "you", "your" or the "Customer" refer to the entity stated in the Order Form. You and us together are referred to in this Agreement as the "parties" and each a "party".
1.1 This page contains the Product Specific Terms for various of our Services, including:
1.1.1 LandInsight Starter;
1.1.2 LandInsight Pro;
1.1.3 LandInsight Unlimited;
1.1.4 LandInsight Free; and
1.1.5 API Services.
1.2 If you are receiving any of these Services, please read the applicable terms carefully, as they form part of the Agreement between us, as described in the LandTech General Terms and Conditions, unless explicitly stated otherwise on your Order Form.
1.3 Throughout these Product Specific Terms, we use capitalised terms to refer to specific definitions. This is to ensure that you can be certain of the contractual terms you are agreeing to. If such terms are not defined in the Product Specific Terms, they will have the same meaning as set out in the LandTech General Terms and Conditions.
1.4 Any references in these Product Specific Terms to "monthly" shall mean calendar months (e.g. 15 March to 14 April) and "annual" shall mean a period of 12 months (e.g. 3 December to 2 December).
1. Subscription Period and Billing
|Initial Subscription Period||Renewed Subscription Period||Required non-renewal notice*||Default billing period (if not otherwise stated in your Order Form)|
|As stated in the Order Form:
|Same as Initial Subscription Period||Any time prior to commencement of next Renewed Subscription Period.||monthly in advance|
*Notice is provided via the self-serve cancellation functionality in the LandInsight Starter Service.
Using the functionality provided in our Services, you may upgrade your subscription from:
a. LandInsight Starter to LandInsight Pro; or
b. From monthly to annual subscription periods (with the first month being the month in which you made the upgrade).
Where you choose to do so, you will be billed at the new higher rate, with a pro-rata adjustment made for the month in which you made the upgrade.
1. Subscription Period and Billing
|Initial Subscription Period||Renewed Subscription Period||Required non-renewal notice||Default billing period (if not otherwise stated in your Order Form)|
|As stated in the Order Form:
|Same as Initial Subscription Period||Any time prior to commencement of next Renewed Subscription Period.||monthly in advance|
a. By speaking with one of our representatives (via chat, telephone or email), you may upgrade your subscription from LandInsight Pro to LandInsight Unlimited.
b. Using the functionality provided in our Services, you may upgrade your subscription from monthly to annual subscription periods (with the first month being the month in which you made the upgrade). Where you choose to do so, you will be billed at the new higher rate, with a pro-rata adjustment made for the month in which you made the upgrade.
1. Subscription Period and Billing
|Initial Subscription Period||Renewed Subscription Period||Required non-renewal notice||Default billing period (if not otherwise stated in your Order Form)|
|Annual||Annual||30 days' notice to us in writing||Annual in advance|
1. Subscription Period and Billing
|Initial Subscription Period||Renewed Subscription Period||Required non-renewal notice||Default billing period (if not otherwise stated in your Order Form)|
*LandInsight Free is a Value Add Service, for which no Subscription Fees are payable.
1. Subscription Period and Billing
|Initial Subscription Period||Renewed Subscription Period||Required non-renewal notice||Default billing period|
|As stated on Order Form||As stated on Order Form||30 days||As stated on Order Form|
2. Access to the API services
2.1 Access to the API Services is provided in accordance with clause 4.1 of the LandTech General Terms & Conditions. In addition, the following also applies to your use of the API Services:
2.1.1 the maximum number of API Calls that you make to access and use the API shall not exceed the number specified in the Order Form;
2.1.2 you will not allow the API Services or associated API key to be used by any unauthorised person or entity;
2.1.3 you shall keep the API key secure and confidential for your sole use of the API Services;
2.1.4 in the case of its redistribution permitted use, if expressly permitted in the Order Form, you shall make individual API Calls for each report you create. You acknowledge that you are at risk of being in breach of this Agreement should you make any attempt at duplicating data from single API Calls;
2.1.5 you are permitted to use the API Services for redistribution for populating Applications, portals reports or other associated documentation where this is expressly permitted in the Order Form; and
2.1.6 on termination of the API Services for any reason, you shall immediately dispose of any data you hold or once held via the API.
2.2 You will not undertake any conduct within your ordinary use of the API that could cause disruption to, or impair our ability to provide, the API. We have the right to prevent actions by you and/or limit use for investigation, in the event that we identify excessive use and/or unusual activity within the API.
3.1 Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us.
4.1 Nothing in the Agreement shall make us liable for any inaccuracies, omissions, inconsistencies or mis-representations resulting from information provided by a third party and accessed through the API. You acknowledge that the API is appropriate for early stage assessment of existing planning applications and should not be relied upon for a comprehensive assessment.
4.2 We make certain commitments as to the standards of the API Services in clause 9.1 (Our obligations to you) of the LandTech Terms and Conditions. These will not apply, nor we will be liable to you for any breach of the Agreement, to the extent caused by: (i) use of the API contrary to the Agreement, our instructions, or modification or alteration of the API by any party other than us or our duly authorised contractors or agents; (ii) where non-conformance has been caused by unsupported software or other third party services not under our control; or (iii) delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the API may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3 Nothing in this Agreement shall prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5.1 You shall:
5.1.1 provide us with:
22.214.171.124 all necessary co-operation in relation to this Agreement; and
126.96.36.199 all necessary access to such information as may be required by us;
in order to provide the API, including but not limited to Customer Data, security access information and configuration services;
5.1.2 not in any way engage with any individual or entity considered as our competitor by way of selling, sharing or in any way supplying, any of our data or any data derived from the API;
5.1.3 as a necessary component of receiving the API, provide us with an up-to-date list of any and all clients leveraging services/products populated by the API as and when reasonably requested by us to do so;
5.1.4 not in any way publicise, promote or detail that we have provided the API to you;
5.1.5 carry out all other responsibilities required from you as set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.6 ensure that your network and systems comply with the relevant specifications provided by you from time to time; and
5.1.7 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
6.1 You must record information relating to use of the API Services in order for royalty payments ("OS Royalties") to be made to Ordnance Survey by us on your behalf. You must pay us these associated costs for OS Royalties and overage fees, for which we will invoice you every quarter.
7.1 Throughout these Product Specific Terms and the Agreement, we use capitalised terms to refer to specific definitions. This is to ensure that you can be certain of the contractual terms you are agreeing to.
7.2 The additional definitions applicable to these Product Specific Terms are as follows:
7.2.1 "API" means the Application Programming Interface (API) for early stage assessment of planning applications licensed to the Customer as part of this Agreement, and any accompanying or related documentation made available by us;
7.2.2 "API Call" means a single request to the API for data;
7.2.3 "API Services" means the provision of access to the API, as may be further detailed in an Order Form; and
7.2.4 "Applications" means any web, mobile or desktop applications or other software services developed or contributed to by you that are authorised to utilise or interact with the API pursuant to this Agreement.
1.1. All employees, contractors and any person or body acting on behalf of Land Technologies Ltd. (Company) or any of its subsidiaries will be within the scope of this policy.
2.1. The Head of People is responsible for ensuring all employees and associated persons are familiarised with this policy as part of their induction process and for ensuring this policy is kept up to date.
2.2. Employees and, where applicable, associated persons, are required to fully read and comply with the provisions of this policy
3.1. The Company prohibits employees or associated persons from offering, promising, giving, soliciting or accepting any bribe. The bribe might be cash, a gift or other inducement to, or from, any private person or company, regardless of where the employee or associated person is situated.
3.2. This prohibition also applies to indirect contributions, payments or gifts made in any manner as an inducement or reward for improper performance, for example through consultants, contractors or subcontractors, agents or sub-agents, sponsors or sub-sponsors, joint-venture partners, advisors, customers, suppliers or other third parties.
3.3. The Company permits corporate entertainment, gifts, hospitality and promotional expenditure that is undertaken:
• for the purpose of establishing or maintaining good business relationships;
• to improve the image and reputation of the Company; or
• to present the Company's product/s and service effectively;
This is provided that it is:
• arranged in good faith, and
• not offered, promised or accepted to secure an advantage for the Company or any of its employees or associated persons or to influence the impartiality of the recipient.
4.1 Particular care must be taken to ensure that all Company records are accurately maintained in relation to any contracts or business activities, including financial invoices and all payment transactions with clients, suppliers and public officials.
4.2 Records of all corporate hospitality, entertainment or gifts accepted or offered must be accurate, detailed and be up-to-date.
4.3 Employees and, where relevant, associated persons should submit requests for proposed hospitality and promotional expenditure well in advance of proposed dates to their Line Manager who will then forward this request to the relevant department.
4.4 Requests for proposed hospitality and promotional expenditure must include:
• the objective of the proposed client entertainment or expenditure;
• the identity of those who will be attending and the company they represent; and
• details and rationale of the proposed activity.
4.5 Any suspicions of, or actual attempts of, bribery or conflicts of interest must be reported to the Head of People and/or the Chief Executive Officer. If in any doubt as to whether or not a potential act constitutes bribery, the matter should be referred to the Head of People and/or the CEO.
4.6 Any direct or indirect request for payment by a public official must be detailed in writing by said public official. If the public official refuses to give these, this should be reported immediately to the Head of People and/or the CEO.
4.7 Employees who report instances of bribery in good faith will be supported by the Company. The Company will ensure that the individual is not subjected to detrimental treatment as a consequence of their report. Any instances of detrimental treatment by a fellow employee because an employee has made a report will be treated as a disciplinary offence.
4.8 The Company will fully investigate any instances of alleged or suspected bribery. Employees suspected of bribery may be suspended from their duties while the investigation is being carried out.
4.9 The Company will invoke its disciplinary procedures where any employee is suspected of bribery, and proven allegations may result in a finding of gross misconduct and immediate dismissal.
4.10 Where necessary to do so, such as for legal compliance, the Company may report any matter to the relevant authorities and provide assistance to the relevant authorities in any subsequent prosecution.
1.1 This Data Processing Agreement forms part of the LandTech General Terms & Conditions,
1.2 This Data Processing Agreement is made by and between the parties to the Agreement, and is entered into upon acceptance of the Agreement.
1.3 In this Data Processing Agreement:
Agreement: means the LandTech General Terms & Conditions, of which this Data Processing Agreement forms part.
Controller: has the meaning ascribed to it in the Data Protection Legislation.
Processor: has the meaning ascribed to it in the Data Protection Legislation.
Data Subject: has the meaning ascribed to it in the Data Protection Legislation.
Personal Data Breach: has the meaning ascribed to it in the Data Protection Legislation.
Process: has the meaning ascribed to it in the Data Protection Legislation.
Sub-processor: any further Processor appointed by the Supplier in connection with the Services.
1.4 Except where expressly stated otherwise in this Data Processing Agreement, terms defined in the Agreement shall have the same meaning when used in this Data Processing Agreement.
2.1 Each party shall comply with its respective requirements under the Data Protection Legislation. The provisions of this Data Processing Agreement are in addition to, and do not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
2.2 The parties acknowledge and agree that:
(a) for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor;
(b) the subject-matter of the Processing is the Customer Personal Data;
(c) the duration of the Processing is the duration of the Agreement plus any period during which the Supplier continues to Process Customer Personal Data at the written request of the Customer or where required by applicable laws;
(d) the nature and purpose of the Processing is the use of the Customer Personal Data in the performance of the Services as envisaged by the Agreement (including, without limitation, in connection with services provided by Third Party Suppliers);
(e) the types of Personal Data which shall be Processed are data required for the use and/or performance of the Services including but not limited to:
(i) first and last name;
(v) contact information (company, email, phone, physical business address);
(vi) ID data;
(vii) professional life data;
(viii) personal life data;
(ix) connection data; and
(x) localisation data; and
(f) the categories of Data Subjects are:
(i) Authorised Users;
(ii) prospects, customers and business partners of the Customer (who are natural persons); and
(iii) employees or contact persons of the Customer's prospects, customers and business partners.
3.1 Without prejudice to the generality of paragraph 2.1 of this Data Processing Agreement, the Supplier shall, in relation to any Customer Personal Data which is Processed in connection with the performance by the Supplier of its obligations under this Data Processing Agreement:
(a) process that Customer Personal Data only on the written instructions of the Customer (which shall be deemed to include the terms of this Data Processing Agreement), unless otherwise required by EU or Member State laws, in which case the Supplier shall inform the Customer prior to Processing, unless prohibited from doing so by EU or Member State laws;
(b) ensure that all Supplier personnel who Process any Customer Personal Data are obliged to keep the same confidential;
(c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, and that these measures are appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(d) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject to exercise rights under the Data Protection Legislation and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without unreasonable delay on becoming aware of a Personal Data Breach in relation to the Customer Personal Data;
(f) subject to any provision of the Agreement regarding the deletion or return of Customer Personal Data, and at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless required by EU or Member State laws to store the Customer Personal Data; and
(g) subject to and in accordance with any provision of the Agreement governing audit and access to records, make available to the Customer on request all information necessary to demonstrate compliance with the obligations in this paragraph 3, and allow for and contribute to audits, including inspections, conducted by the Customer or the Customer's designated auditor (provided always that audits shall be subject to reasonable prior notice, that the scope of the audit shall be agreed with the Supplier in advance, and that the audit shall be conducted at the Customer’s own expense).
3.2 The Supplier shall inform the Customer if, in the Supplier’s opinion, the Supplier’s compliance with paragraph 3(a) of this Data Processing Agreement would breach Data Protection Legislation. The Supplier shall be entitled to suspend execution of the instructions concerned, until the Customer’s Data Protection Officer (or such other person notified in writing by the Customer to the Supplier) confirms in writing that such instructions are lawful and are to be followed.
3.3 The Customer specifically authorises the use by the Supplier of each of the Sub-processors listed in the Annex to this Data Processing Agreement, and generally authorises the Supplier to make changes to its use of Sub-processors (including by appointing new Sub-processors). The authorisations granted by the Customer are subject to the conditions of paragraph 3.4.
3.4 Supplier shall:
(a) notify the Customer in advance of any change, thereby giving the Customer the opportunity to object to the change. Any such objections must be exercised without undue delay and on reasonable grounds;
(b) enter into written agreements with each Sub-processor which impose obligations on the Sub-processor which are consistent with the terms of this Data Processing Agreement;
(c) remain liable for the acts or omissions of each Sub-processor, subject to clause 14 of the Agreement.
4.1 The Customer authorises the Supplier to transfer Customer Personal Data (or permit any Sub-processor to transfer Customer Personal Data) outside the European Economic Area and the United Kingdom, as necessary to provide the Services. The Supplier shall ensure that any such transfer complies with the Data Protection Legislation, including by (where necessary) ensuring that:
(a) appropriate safeguards are in place in relation to the transfer;
(b) the Data Subjects have enforceable rights and effective legal remedies; and
(c) providing an adequate level of protection to any Customer Personal Data that is transferred.
4.2 Where the Customer is established in the European Union and where the UK is, for the purposes of GDPR, a third country that does not ensure an adequate level of data protection (and therefore transfers of Personal Data between the Customer and the Supplier would constitute restricted transfers for the purposes of Chapter V of the GDPR) ("Restricted Transfer"), the Standard Contractual Clauses (Processors), adopted by Commission Decision of 05 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU) (the SCCs) shall hereby be incorporated into this Data Processing Agreement by reference, with effect from the commencement of any Restricted Transfer. For the purposes of the SCCs Data Processing Agreement:
(a) the Customer shall be the data exporter;
(b) the Supplier shall be the data importer; and
(c) Appendix 1 shall be populated with the relevant details set out in paragraph 2.2 of this Data Processing Agreement and Appendix 2Data Processing Agreement shall be populated with the Supplier’s commitment as set out in paragraph 3(c) of this Data Processing Agreement.
*(general description for information purposes only, not binding)