Terms of service (Ireland)
1. DEFINITIONS AND INTERPRETATIONS
1.1 Definitions
In addition to those terms that are defined in the Order Form, the following expressions have the following meanings:-
“Account Manager”
means an individual nominated by Spectrum.Life as the key contact with the Customer;
“Affiliate”
means all entities which from time to time, control, are controlled by or are under common control of a party, where control/ controlled in this context means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting shares, by contract or otherwise;
“Agreement”
means a contract consisting of the Order Form and these terms and conditions;
“Applicable Law”
means any and all applicable rules of law, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law and any applicable codes of conduct, guidance, directions and/or determinations with which Spectrum.Life or the Customer (as applicable) is bound to comply;
“Authorised User”
means those employees, volunteers, consultants, contractors and End Users of the Customer who are authorised to access the Services;
“Business Day”
means a day (other than a Saturday or a Sunday) on which banks are open for business in Ireland;
“Change of Control”
means a change in the management, ownership or control of a party to this Agreement whereby the ultimate power to control or determine the direction of the management policies of the party, either directly or indirectly and whether through the ownership of voting securities, by contract or otherwise (including that meaning as provided in section 432 of the Taxes Consolidation Act 1997) is transferred;
“Change Order”
means a document setting out agreed changes to the Order Form;
“Confidential Information”
has the meaning ascribed to that term in Clause 10.2 (Meaning of Confidential Information);
“Consumer Price Index”
means the consumer price index published by the Central Statistics Office monthly or otherwise from time to time, or failing such publication, such other index as the parties may agree most closely resembles such index;
“Customer”
means a customer of Spectrum.Life as set out in the Order Form;
“Customer Data”
means information relating to the Customer’s business inputted by or on behalf of the Customer in the course of using the Services but excluding any data, results, content, copyright, database rights or other intellectual property of Spectrum.Life;
“Customer Contact”
means an individual (or any individuals) nominated by the Customer as the key contact(s) with Spectrum.Life (as set out in the Order Form or as otherwise notified to Spectrum);
“Data Protection Legislation”
means (a) the EU General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”); (b) the Irish Data Protection Acts 1988 to 2018; (c) the UK Data Protection Act 2018 and the UK General Data Protection Regulation, Retained Regulation (EU) 2016/679 (“UK GDPR”); (d) any laws which implement or supplement any such laws; and (e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Effective Date”
means the order date specified as such in the Order Form;
“End User”
means any individual to whom the Customer provides any services, using the Spectrum.Life Platform or any Programme Content, subject to the terms of this Agreement;
“End User Personal Data”
means Personal Data received by Spectrum.Life from or on behalf of the Customer or as otherwise provided by the Customer in connection with any End User, further details of which are set out in Schedule 2 (Details of Data Processing);
“Excluded Unavailable Hours”
means the time periods specified in Part 2 of Schedule 1 (Excluded Unavailable Hours);
“Fees”
means the fees set out in the Order Form payable by the Customer for the supply of the Services by Spectrum.Life;
“Force Majeure Event”
has the meaning ascribed to that term in Clause 16.4 (Force Majeure);
“Good Industry Practice”
means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company within the sector in which Spectrum.Life operates;
“Initial Term”
means the initial term for the provision of Services as set out in the Order Form;
“Insolvency Event”
means (a) the Customer is deemed unable to pay its debts as they fall due within the meaning of section 570 of the Companies Act 2014; (b) an order is made or a resolution is passed for the winding-up of the Customer (otherwise than for the purposes of a solvent amalgamation or reconstruction) or the Customer goes into examinership; (c) a liquidator, examiner, trustee, receiver, receiver manager or similar officer is appointed over all or any substantial part of the assets of the Customer or the Customer enters into or proposes any composition or arrangement with its creditors generally; or (d) anything analogous to the foregoing occurs in any applicable jurisdiction;
“Intellectual Property Rights”
means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“IPRs Claim”
has the meaning ascribed to that term in Clause 14.4.1;
“Malware”
means any thing or device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
“Order Form”
means a document bearing that title which has been issued by Spectrum.Life to the Customer and under the terms of which Spectrum.Life shall commence its provision of Services;
“Programme Content”
means all the content (text, video, images, etc.) delivered via the Spectrum.Life Platform, as selected in the Order Form;
“Renewal Term”
has the meaning ascribed to that term in Clause 7.2 (Term);
“Representatives”
has the meaning ascribed to that term in Clause 16.2 (Dispute Resolution);
“Schedules”
means the schedules to this Agreement;
“Security Incident”
means cases where the Spectrum.Life Platform ceases to operate as per normal operations;
“Service Levels”
means the service levels to which Spectrum.Life shall provide the Services as set out in Part 1 of Schedule 1 (Service Levels);
“Services”
has the meaning ascribed to that term in Clause 2 (The Services);
“Special Terms”
means any additional terms that are specified in the Order Form;
“Spectrum.Life Platform”
means the Spectrum.Life mental health and wellness platform;
“Spectrum.Life’s Systems”
means Spectrum.Life’s, computing environment and IT infrastructure (consisting of hardware, software and telecommunications networks)
“Term”
means collectively and separately the Initial Term and the Renewal Term as defined in Clause 7.2 (Term);
“Usage Data”
has the meaning ascribed to that term in Clause 11.3; and
“Vulnerability”
means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Spectrum.Life’s systems or any other exploitable threat to the business as usual activities of the organisation.
1.2 Interpretation
1.2.1 In this Agreement (except where the context otherwise requires):-
(a) use of the singular includes the plural and vice versa;
(b) use of any gender includes the other genders;
(c) references to “writing” or “written” includes e-mail;
(d) references to “persons” includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality);
(e) references in this Agreement to any statute, statutory provision, subordinate legislation, code or guideline (“legislation”) is a reference to such legislation as amended, modified, extended, varied, superseded, replaced, substituted or consolidated from time to time; and
(f) phrases introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.2 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any references to this Agreement includes the Schedules.
2. THE SERVICES
Purpose
2.1 This Agreement sets forth the terms and conditions under which Spectrum.Life agrees to licence certain hosted software as a service to the Customer over the internet and provide access to the Spectrum.Life Platform (the “Services”), as more specifically described in the Order Form.
Control of Services
2.2 The method and means of providing the Services shall be via the Spectrum.Life Platform, as a communications tool to allow the Customer to communicate with End Users.
Backup and Recovery of the End User Personal Data and Customer Data
2.3 As a part of the Services, Spectrum.Life will keep one backup of the End User Personal Data and Customer Data at Spectrum.Life’s designated hosting centre. Spectrum.Life will use the backup End User Personal Data and Customer Data to seek to provide an orderly and timely recovery of such data in the event that the Services may be interrupted.
Modification of Spectrum.Life Systems
2.4 Spectrum.Life may modify its own system, network, system configuration or routing configuration, or anything used to deliver a Service over its network, provided that such change has no adverse effect on the Customer or the delivery of the Services.
3. RESPONSIBILITIES
Spectrum.Life’s Responsibilities
3.1 Spectrum.Life shall:-
3.1.1 provide the Services in accordance with Applicable Law and Good Industry Practice;
3.1.2 provide the Services in accordance with the Service Levels;
3.1.3 make the Services available for access via the internet through specified URLs or IP addresses through standard Internet protocols (HTTPS) agreed between the parties; and
3.1.4 ensure that Spectrum.Life personnel engaged by the Customer to provide the Services are appropriately trained and qualified; and
3.1.5 provide appropriate training services to the Customer, as reasonably requested by the Customer, to enable End Users to access and use the Services.
Customer’s Responsibilities
3.2 The Customer shall:-
3.2.1 perform its obligations in accordance with the terms of this Agreement;
3.2.2 pay the Fees for the Services in accordance with the provisions of Clause 8 (Fees and Expenses) and the terms of the Order Form;
3.2.3 co-operate with Spectrum.Life in all matters relating to the Services;
3.2.4 use reasonable endeavours to provide Spectrum.Life with all necessary information as to the Customer’s business and needs in relation to the Services;
3.2.5 ensure that the Spectrum.Life Platform is operated in a proper manner by the Customer and Authorised Users and that all Authorised Users treat any username, password or any other access credentials as Confidential Information;
3.2.6 not use the Services in any manner which is unlawful, harmful, threatening, defamatory, offensive, which promotes unlawful violence or discrimination of any kind, or, as far as it is aware (using reasonable due diligence) contravenes any laws or regulations;
3.2.7 ensure that the Customer Contact is available to liaise with, and respond to queries from, the Account Manager for the resolution of any issues that the Account Manager requires to resolve;
3.2.8 at all times, be responsible for maintaining its own connectivity to the internet and the functioning of its own network, including carrying out appropriate maintenance and upgrades to its systems, in order to avail of the Services provided by Spectrum.Life; and
3.2.9 take reasonable steps not to introduce any Malware or Vulnerability to Spectrum.Life’s Systems.
4. ORDER FORM
4.1 Subject to Clause 4.2, once the Order Form has been agreed and signed, no amendment shall be made to it except in accordance with Clause 6 (Change Procedure and Amendments).
4.2 Spectrum.Life may make changes to the Order Form and/or the Services that are necessary to comply with any statutory requirements. Where any changes made in accordance with this Clause 4.2 affect the scope or cost of the Services, the change procedure in Clause 6 (Change Procedure and Amendments) shall be followed.
5. PRECEDENCE WITHIN AGREEMENT
5.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:-
5.1.1 any Special Terms within the Order Form;
5.1.2 these terms and conditions, including the Schedules; and
5.1.3 any other terms within the Order Form.
6. CHANGE PROCEDURE AND AMENDMENTS
6.1 The Customer may request changes to the Services (which may lead to changes in pricing and timescales) at any time by contacting the Account Manager. Spectrum.Life may also propose recommendations for improvements to the Services, including in relation to updates to the Programme Content, features or upgrades. Such recommendations will be made in good faith and in discussion with the Customer.
6.2 Once changes have been discussed and agreed, both parties will agree the necessary variations by signing a Change Order.
6.3 Any amendments to this Agreement must be agreed by the Customer and Spectrum.Life in writing.
7. TERM AND TERMINATION
Term of this Agreement
7.1 Unless this Agreement is terminated early in accordance with its terms it shall commence on the Effective Date and continue for the Initial Term.
Term
7.2 On the expiry of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless:-
7.2.1 either party notifies the other party of termination, in writing, at least ninety (90) days before the end of the Initial Term or any Renewal Term, in which case the Order Form shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or
7.2.2 otherwise terminated in accordance with the provisions of this Agreement.
Termination
7.3 Without affecting any other right or remedy available to it, Spectrum.Life may terminate this Agreement with immediate effect by giving written notice to the Customer if:-
7.3.1 the Customer suffers an Insolvency Event;
7.3.2 a Change of Control occurs in respect of the Customer;
7.3.3 the Customer is in material breach of one of its obligations under this Agreement, and (if such breach is remediable) fails to remedy that breach within thirty (30) days of receipt of notice from Spectrum.Life to remedy this breach; or
7.3.4 the Customer repeatedly breaches any of the terms of this Agreement and continues to do so after being given notice to cease such breaches, in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
Spectrum.Life Payments Upon Termination
7.4 Upon the expiration or termination of this Agreement for any reason, the Customer shall pay to Spectrum.Life all amounts due and payable thereunder, except where Spectrum.Life has failed to provide the services detailed in Clause 2 (The Services) or as further described under the Order Form. In the event of a payment dispute, resolution is to be achieved subject to the process detailed in Clause 16.2. Only those disputed aspects of invoices shall be referred to this process with all undisputed amounts then discharged immediately.
Return of Materials
7.5 Upon termination of this Agreement, each party shall return to the other party, or permit the other party to remove, any property of the other party then situated on such party’s premises.
7.6 In the case of Customer Data, Spectrum.Life shall upon termination of this Agreement, and following the Customer’s instruction, provide the Customer with a final export of the Customer Data within the possession of Spectrum.Life within thirty (30) days of receipt of such an instruction. Data that is not instructed to be returned, and any other data processed under this Agreement will be stored in alignment with Spectrum.Life’s retention schedule. The parties agree to work in good faith to execute the foregoing without undue delay. This Clause 7.6 shall survive the termination of this Agreement.
8. FEES AND EXPENSES
8.1 In consideration of the provision of the Services by Spectrum.Life, the Customer shall pay the Fees, set out in the Order Form. If no price is quoted, the price shall be calculated in accordance with Spectrum.Life’s standard rates from time to time, as notified in advance to the Customer.
8.2 Spectrum.Life shall invoice the Customer for the Fees at the intervals specified in the Order Form. If no intervals are specified, Spectrum.Life shall invoice the Customer annually in advance.
8.3 For all Services, unless specified otherwise in the Order Form, the Customer shall pay each invoice submitted to it by Spectrum.Life (without deduction, set-off or counterclaim) within thirty (30) days of receipt to the bank account specified on the invoice.
8.4 The parties agree that, subject to Clauses 6 (Change Procedure and Amendments) and 8.5 of this Agreement, the Fees shall remain unchanged during the Initial Term set out in the Order Form. Following expiry of the Initial Term, Spectrum.Life reserves the right to increase the Fees on an annual basis by providing the Customer with no less than thirty (30) days’ notice prior to any increase, with such increase to take effect from the start of each Renewal Term. Such increase shall be an amount calculated at the percentage change in the Consumer Price Index over the previous twelve (12) month period, plus two per cent (2%).
8.5 Spectrum.Life reserves the right to increase the Fees, if the Customer requests an amendment to the Order Form in accordance with Clause 6 (Change Procedure and Amendments) to:-
8.5.1 increase the number of Authorised Users; or
8.5.2 expand the Programme Content available to the Authorised Users on the Spectrum.Life Platform.
Billing Procedures
8.6 Spectrum.Life invoices shall contain: (a) the invoice number and the Customer purchase order number, if any; (b) a description of Services rendered; (c) the Services Fee or portion thereof that is due; (d); taxes, if any; and (e) the total amount due.
Non-binding Terms
8.7 This Agreement applies to the sale and purchase of the Services as set out in the Order Form to the exclusion of any other terms that the Customer seeks to impose or incorporate under any acknowledgement or confirmation of order, quotation, specification, delivery note, invoice or similar document, or which are implied by trade, custom, practice or course of dealing. Spectrum.Life hereby rejects any terms and conditions which may be provided by the Customer prior to or subsequent to receipt by Spectrum.Life of the Order Form and/or this Agreement.
Late Payment
8.8 If Spectrum.Life has not received payment within thirty (30) days after the due date, then without prejudice to any other rights and remedies of Spectrum.Life:-
8.8.1 Spectrum.Life may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Spectrum.Life shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
8.8.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% per annum above the European Central Bank main refinancing rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.9 All amounts and fees stated or referred to in this agreement:-
8.9.1 are non-cancellable and non-refundable; and
8.9.2 unless expressly set out otherwise, are exclusive of value added tax or any other government taxes or duties, which shall (if applicable) be added to the Supplier’s invoice(s) at the appropriate rate.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each of the Customer and Spectrum.Life represent and warrant that:-
9.1.1 it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;
9.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
9.1.3 this Agreement, when executed and delivered, shall be a valid and binding obligation on it, enforceable in accordance with its terms; and
9.1.4 there is no outstanding litigation, arbitration or other dispute to which it is a party which, if decided unfavourably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfil its obligations under this Agreement.
9.2 The Customer represents and warrants that:-
9.2.1 it shall comply with Applicable Law in the performance of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and
9.2.2 it has reviewed and approved of all Programme Content that is delivered or made available through the Services and confirms it is fit for its purposes.
10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
10.1 The parties acknowledge that each may be exposed to or acquire communications or data of the other party that is confidential or privileged and not intended to be disclosed to third parties.
Meaning of Confidential Information
10.2 For the purposes of this Agreement, the term “Confidential Information” shall mean all information or documentation of a party or a party’s Affiliates that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarised in writing by the disclosing entity and marked “confidential” or with words of similar meaning; (c) any information or documentation that ought reasonably be treated as confidential; (d) any information derived from Confidential Information of a party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving entity without an obligation of confidentiality; (b) developed independently by the receiving entity, as demonstrated by the receiving entity, without violating the disclosing entity’s proprietary rights; (c) obtained from a source other than the disclosing entity without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorised disclosure by, through or on behalf of, the receiving entity).
Obligation of Confidentiality
10.3 The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party or a party’s Affiliates who have a need to know it in connection with this Agreement or to use it for the performance of their obligations under this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep such information confidential.
Cooperation to Prevent Disclosure of Confidential Information
10.4 Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorised use or disclosure of any Confidential Information. Without limitation of the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
Return or Destruction of Information
10.5 Upon termination of this Agreement each party shall promptly (a) return or render unusable (at the election/instruction of the other party where data processing roles apply) all documents and materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information; (b) render unusable all of the other party’s Confidential Information from its computer systems to the extent possible; and (c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a party may retain documents and materials containing, reflecting, incorporating, or based on the other party’s Confidential Information to the extent required by Applicable Law or any applicable governmental or regulatory authority, and to the extent reasonable to permit the party to keep evidence that it has performed its obligations under this Agreement, and/or to maintain the integrity of data bases and backups.
10.6 The provisions of this Clause 10 (Non-Disclosure of Confidential Information) shall survive the termination of this Agreement.
11. END USER PERSONAL DATA AND CUSTOMER DATA
11.1 For the purposes of this Clause 11 (End User Personal Data and Customer Data) and Schedule 2 (Details of Data Processing), the terms: (a) controller, data subject, processor, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Legislation; and (b) supervisory authority will have the meaning given to that term in the Data Protection Legislation and shall include the Data Protection Commission (or any successor body which replaces it).
11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 (End User Personal Data and Customer Data) is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under applicable Data Protection Legislation.
11.3 In relation to the processing of any personal data that is subject to the Data Protection Legislation, the parties agree that:-
11.3.1 Spectrum.Life shall process the End User Personal Data as set out in Schedule 2 (Details of Data Processing) as processor on behalf of the Customer in any activities required to provide access to and use of the Spectrum.Life Platform to the Customer and End Users; and
11.3.2 in relation to all other obligations under this Agreement, both Spectrum.Life and the Customer shall act as controllers in respect of their respective processing of personal data in connection with this Agreement.
11.4 Without prejudice to Clause 11.2, in relation to the any personal data (including the End User Personal Data) which Customer provides to Spectrum.Life, Customer shall ensure that all fair processing notices have been given (and/or, as applicable, consents obtained) which are sufficient in scope to enable Spectrum.Life to process such personal data in order to obtain the benefit of its rights, and to fulfil its obligations, under this Agreement in accordance with the Data Protection Legislation.
11.5 The Customer hereby permits Spectrum.Life to anonymise or (where applicable) pseudonymise (and, at Spectrum.Life’s option, aggregate) the End User Personal Data and the Customer Data (“Usage Data”).
11.6 Notwithstanding termination of this Agreement, the Customer agrees that Spectrum.Life shall be permitted to monitor, analyse and use the Usage Data for any purpose, including without limitation: (a) the provision of statistical and market data or to otherwise improve the Services; (b) to analyse usage statistics of the Services; (c) to analyse how Spectrum.Life might improve the Services; (d) to improve efficiency and service tools for the use of the Spectrum.Life Platform; and (e) secondary research or clinical audit purposes.
11.7 Subject to Clause 11.10 the Customer agrees that Spectrum.Life may access and disclose End User Personal Data and the Customer Data as required by Applicable Law, as permitted by the Customer and as is required to provide the Services.
11.8 Spectrum.Life may engage the services of third party service providers who also provide back-up services for data stored in or entered (including End User Personal Data and the Customer Data) into the Services. Subject to Clause 11.9, in the event of any loss or damage to End User Personal Data and the Customer Data, the Customer’s sole and exclusive remedy shall be for Spectrum.Life to use reasonable commercial endeavours to have its third party service providers restore the lost or damaged End User Personal Data and the Customer Data from the latest back-up of such End User Personal Data and the Customer Data.
11.9 To the extent that Spectrum.Life processes End User Personal Data as a processor of the Customer, Spectrum.Life shall:-
11.9.1 process the End User Personal Data only on instructions from the Customer and in accordance with Schedule 2 (Details of Data Processing) (unless Spectrum.Life is required to process the End User Personal Data by Applicable Law, in which case Spectrum.Life shall notify the Customer of that legal requirement before such transfer or access occurs or is permitted, unless that law prohibits such notification on important grounds of public interest). Spectrum.Life shall notify the Customer if, in its opinion, an instruction issued by the Customer infringes the Data Protection Legislation and shall be entitled to cease providing the relevant Services until the parties have agreed appropriate amended instructions which are not infringing ;
11.9.2 ensure that all personnel authorised to process the End User Personal Data are party to confidentiality obligations in respect of the End User Personal Data;
11.9.3 implement and at all times maintain appropriate technical and organisational measures to ensure the security of the End User Personal Data taking into account: (i) the state of the art; (ii) the costs of implementation; (iii) the nature, scope, context and purposes of the processing; and (iv) the inherent risk of the processing activities to data subjects;
11.9.4 taking into account the nature of the processing and information available to Spectrum.Life, cooperate as reasonably requested by the Customer:-
(a) to enable the Customer to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of End User Personal Data;
(b) to enable the Customer to comply with its obligations under the Data Protection Legislation in relation to: (i) security of processing; (ii) data protection impact assessments (as such term is defined in the Data Protection Legislation); (iii) prior consultation with a supervisory authority regarding high risk processing; and (iv) notifications to the supervisory authority and/or communications to data subjects by the Customer in response to any personal data breach; and
(c) with any relevant supervisory authority in the performance of its tasks;
11.9.5 notify the Customer without undue delay of any personal data breach relating to the End User Personal Data;
11.9.6 without prejudice to Clauses 7.6 and 10.5 (Return or Destruction of Information) at the written direction of the Customer, render unusable or return End User Personal Data and copies thereof to the Customer on termination of this Agreement unless required by Applicable Law to store the End User Personal Data; and
11.9.7 make available information reasonably requested by the Customer to satisfy itself that Spectrum.Life is complying with its data protection obligations under this Agreement and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose, subject to the Customer:
(a) giving Spectrum.Life reasonable prior notice of such information request, audit and/or inspection being required by the Customer;
(b) hereby agreeing that the Supplier shall be entitled to withhold information where it is commercially sensitive or confidential to it or its other customers;
(c) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to the Supplier’s business, the Sub-Processors’ businesses and the business of any customers of the Supplier or of any of the Sub-Processors.
11.10 To the extent that Spectrum.Life processes End User Personal Data as a processor of the Customer, the Customer agrees that Spectrum.Life may use the sub-processors listed in Schedule 2 (Details of Data Processing) for the purposes of providing the Services and the Spectrum.Life Platform. Spectrum.Life shall ensure that any such sub-processor has entered into data protection arrangements that are in all material respects similar to those set out in this Agreement as applicable to the sub-processor’s data processing. Spectrum.Life will notify the Customer in advance of any proposed use of a new sub-processor and Customer shall have the right to object on reasonable grounds to the use of or change to any sub-processor within seven days of Spectrum.Life notifying Customer of the change. In the event of the Customer raising such an objection, Spectrum.Life shall use reasonable endeavours to find an alternative solution to enable the Customer to continue to use the Services and the parties shall work together in good faith to agree any additional costs in writing relating to such alternative solution. In the event that no alternative solution can be arranged in accordance with this Clause 11.10 or the Customer does not accept Spectrum.Life’s proposed alternative solution within two months of the Customer’s objection, Spectrum.Life or Customer may terminate the part of the Services impacted by the change on thirty (30) days’ written notice to the other party.
11.11 The Customer agrees that Spectrum.Life may transfer the End User Personal Data from inside of the European Economic Area to outside of the European Economic Area or from inside of the UK to outside of the UK as required for its purposes under this Agreement, provided that Spectrum.Life shall ensure that all such transfers are effected in accordance with the Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of Spectrum.Life, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the GDPR applies to the transfer) or adopted by the Information Commissioner’s Office from time to time (where the UK GDPR applies to the transfer).
11.12 The Customer shall pay Spectrum.Life’s charges calculated on a time and materials basis for any assistance provided under Clause 11.9.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Customer acknowledges and agrees that Spectrum.Life and/or its licensors own all Intellectual Property Rights (or any derivatives thereof) in Spectrum.Life’s information, the Programme Content, the Spectrum.Life Platform and the Services (including any improvements and developments to each, whether made by Spectrum.Life or the Customer). Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights, or any other rights or licences in respect of the Programme Content, the Spectrum.Life Platform or the Services.
12.2 The Customer shall ensure that all titles, logos, trademarks, copyright and other notices applied by Spectrum.Life to the Services or any materials provided or produced by Spectrum.Life or the Services in connection with this Agreement shall be reproduced and not altered, deleted or removed.
12.3 The Customer agrees that Spectrum.Life shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into any Spectrum.Life products or services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or the Authorised Users relating to the operation of the Services or other products of Spectrum.Life.
No Licence
12.4 Except as expressly set forth herein, no licence is granted by either party to the other with respect to the Confidential Information, proprietary rights, End User Personal Data or Customer Data. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information, proprietary rights, End User Personal Data or Customer Data, except as may be provided under a licence specifically applicable to such Confidential Information, proprietary right, End User Personal Data or Customer Data.
Restrictions
12.5 The Customer shall not:-
12.5.1 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:-
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Spectrum.Life Platform and/or the Programme Content (as applicable) in any form or media or by any means; and
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Spectrum.Life Platform;
12.5.2 access all or any part of the Services, the Spectrum.Life Platform and/or the Programme Content in order to build a product or service which competes with the Services, the Spectrum.Life Platform and/or the Programme Content;
12.5.3 use the Services, the Spectrum.Life Platform and/or the Programme Content to provide services to third parties;
12.5.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Spectrum.Life Platform and/or the Programme Content available to any third party except the Authorised Users; or
12.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services, the Spectrum.Life Platform and/or the Programme Content, other than as provided under this Clause 12 (Intellectual Property Rights).
12.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Spectrum.Life Platform and/or the Programme Content and, in the event of any such unauthorised access or use, promptly notify Spectrum.Life.
12.7 The provisions of this Clause 12 (Intellectual Property Rights) shall survive the termination of this Agreement.
13. INSURANCES
13.1 During the Term of this Agreement and for a period of one year afterwards Spectrum.Life shall maintain the insurance policies and limits set out at Schedule 3 (Insurance Policies) to this Agreement with reputable insurance companies.
14. INTELLECTUAL PROPERTY RIGHTS CLAIMS
14.1 Spectrum.Life warrants that use of the Services in accordance with the terms of this Agreement by the Customer will not infringe the Intellectual Property Rights of any third party, and Spectrum.Life shall indemnify the Customer against any loss, damages, costs (including legal fees), expenses, liabilities, demands, actions, fines, penalties, awards or claims arising out of or in any way connected to such infringement.
14.2 The Customer warrants that its use of the Services and any content it uploads to the Spectrum.Life Platform will not infringe the Intellectual Property Rights of any third party, and the Customer shall indemnify Spectrum.Life against any loss, damages, costs (including legal fees), expenses, liabilities, demands, actions, fines, penalties, awards or claims arising out of or in any way connected to such infringement.
14.3 If use of the Services becomes, or in Spectrum.Life’s reasonable opinion is likely to become, the subject of any claim of infringement of a third party’s Intellectual Property Rights, Spectrum.Life may at its sole option and expense:-
14.3.1 procure for the Customer the right to continue to use the Spectrum.Life Platform and the Programme Content (or any part thereof) in accordance with the terms of this Agreement;
14.3.2 modify the Spectrum.Life Platform and the Programme Content so that it ceases to be infringing;
14.3.3 replace the Spectrum.Life Platform and the Programme Content so that it is no longer infringing any third party’s Intellectual Property Rights; or
14.3.4 terminate this Agreement immediately by notice in writing to the Customer and refund any of fees prepaid by the Customer as at the date of termination (less a sum, calculated pro rata in respect of the Customer’s use of the Services to the date of termination).
14.4 If either party (“Indemnifying Party”) is required to indemnify the other party (“Indemnified Party”) under this Clause 14 (Intellectual Property Rights Claims), the Indemnified Party shall:-
14.4.1 notify the Indemnifying Party as soon as reasonably practicable in writing of any claim against it in respect of which it wishes to rely on any of the indemnities in this Clause 14 (Intellectual Property Rights Claims) (an “IPRs Claim”);
14.4.2 allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld or delayed;
14.4.3 provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
14.4.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
14.5 In no event shall Spectrum.Life, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:-
14.5.1 a modification of the Services or Programme Content by anyone other than Spectrum.Life;
14.5.2 the Customer’s use of the Services or Programme Content in a manner contrary to the instructions given to the Customer by Spectrum.Life and other than in accordance with the terms of this Agreement;
14.5.3 the Customer’s use of the Services and the Programme Content in combination with any hardware or software not supplied or specified by Spectrum.Life; or
14.5.4 the Customer’s use of the Services or Programme Content after notice of the alleged or actual infringement from Spectrum.Life or any appropriate authority.
14.6 The foregoing states the Customer’s sole and exclusive rights and remedies, and Spectrum.Life’s entire obligations and liability, for infringement of any Intellectual Property Rights.
15. LIMITATION OF LIABILITY
15.1 This Clause 15 (Limitation of Liability) sets out the entire financial liability of Spectrum.Life (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:-
15.1.1 any breach of this Agreement;
15.1.2 any use made by the Customer or the Authorised Users of the Services, Spectrum.Life Platform and Programme Content or any part of them; and
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
15.2 Except as expressly and specifically provided in this Agreement:-
15.2.1 Spectrum.Life shall have no liability for any damage caused by errors or omissions in any information, instructions or content provided to Spectrum.Life by the Customer in connection with the Services, or any actions taken by Spectrum.Life at the Customer’s direction;
15.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and
15.2.3 the Services and the Programme Content are provided to the Customer on an “as is” basis.
15.3 Nothing in this Agreement excludes the liability of Spectrum.Life which cannot legally be limited, including liability for:-
15.3.1 death or personal injury caused by Spectrum.Life’s gross negligence; or
15.3.2 fraud or fraudulent misrepresentation.
15.4 Subject to Clause 15.2 and Clause 15.3:-
15.4.1 Spectrum.Life shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
15.4.2 Spectrum.Life’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid for the Services as specified in the Order Form during the twelve (12) months immediately preceding the date on which the claim arose.
16. GENERAL
Governing Law and Jurisdiction
16.1 This Agreement and any disputes or claims 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 Ireland, and shall be subject to the exclusive jurisdiction of the courts of Ireland.
Dispute Resolution
16.2 In the event of any dispute or disagreement between the parties with respect to the interpretation of any provision of this Agreement, or with respect to the performance of either party hereunder, the Customer Contact and the Account Manager will meet for the purpose of resolving the dispute or disagreement. For the purpose of this Clause 16.2 (Dispute Resolution), a dispute or disagreement shall be deemed to have arisen when one party serves on the other a notice in writing stating the nature of the dispute or disagreement. Unless this Agreement has already been terminated by the date of the notice of dispute or disagreement, Spectrum.Life shall in every case continue with the performance of the Services with all due diligence and the Customer shall continue to make payments therefor in accordance with this Agreement regardless of the nature of the dispute or disagreement. If the parties are unable to resolve the dispute or disagreement within ten (10) working days, or as otherwise agreed, either party will have the right to submit the dispute or disagreement to Spectrum.Life’s Executive Chairman and the Customer’s Chief Executive (the “Representatives”) who will meet as often as the parties reasonably deem necessary in order to gather and furnish to each other all essential, non-privileged information that the parties believe germane to resolution of the matter at issue. During the course of these non-judicial dispute resolution procedures, documents used to resolve the dispute or disagreement shall be limited to essential, non-privileged information. All requests shall be made in good faith and be reasonable in light of the economics and time efficiencies intended by the dispute resolution procedures. No formal proceedings for the judicial resolution of any dispute or disagreement may be commenced until twenty-one (21) days following initiation of negotiations under this Clause 16.2 (Dispute Resolution) or for such shorter period as the parties may mutually agree to in writing. Either party may then seek whatever remedy is available in law or in equity. The provisions of this Clause 16.2 (Dispute Resolution) shall determine all disputes except any dispute relating to the parties’ obligations of non-disclosure and confidentiality as further described herein. Nothing in this Clause 16.2 (Dispute Resolution) shall prevent either party from abstaining from the procedures herein and obtaining injunctive relief where circumstances deem necessary.
Cooperation
16.3 Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Spectrum.Life will agree to reasonably cooperate at the Customer’s expense with any Customer supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to the Customer.
Force Majeure
16.4 Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, an act of God, fire, flood, earthquake, wind, storm or other natural disaster, war, insurrection, riot, act of terrorism, military operations, malicious damage, compliance with a law or governmental order, rule, regulation or direction, failure of any utility service including electric power, gas, water or telephone service, accident, breakdown of plant or machinery, strikes, lockouts, and other industrial disputes (in each case whether or not relating to the delayed party’s workforce), to the extent not occasioned by the fault or negligence of the delayed party (a “Force Majeure Event”). Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimise the delays caused by any such event beyond its reasonable control. The delayed party must notify the other party promptly upon the occurrence of any such Force Majeure Event, or performance by the delayed party will not be considered excused pursuant to this Clause 16.4, and inform the other party of its plans to resume performance.
16.5 If, due to a Force Majeure Event or Force Majeure Events, a party:
16.5.1 is or is likely to be unable to perform a material obligation; or
16.5.2 is or is likely to be delayed in or prevented from performing its obligations for a total of more than ninety (90) days in any twelve (12) months of operation of this Agreement,
the other party may terminate that Order Form on no less than thirty (30) days’ written notice.
16.6 Neither the Customer nor Spectrum.Life shall have any liability to the other in respect of termination of this Agreement due to a Force Majeure Event, but rights and liabilities which have accrued prior to termination shall subsist.
16.7 Inability to pay is not a Force Majeure Event.
Advertising and Publicity
16.8 Spectrum.Life may list the Customer as a customer of Spectrum.Life on its website, in press releases and in other marketing material.
16.9 At the Customer’s discretion, Customer confirms it may be amenable to act as a customer reference for Spectrum.Life.
No Waiver
16.10 The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
Notices
16.11 All notices to or by the respective parties shall be in writing in the English language and shall be deemed to have been duly given when:-
16.11.1 (a) delivered by hand, (b) posted by recorded delivery post (postage prepaid), or (c) sent by reputable overnight courier to the postal address stated in the stated in the contact details section of the Order Form or to such other address as either party may subsequently notify to the other in writing; or
16.11.2 sent by email to wellness@spectrum.life or to the email address given by the Customer in the contact details section of the Order Form.
Notices delivered by hand or by overnight courier shall be deemed received the first Business Day following such delivery or sending. Notices, which have been posted as above, shall be deemed received on the third Business Day following posting. Notices sent by email shall be deemed received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 16.11 (Notices), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
Assignment
16.12 The obligations of the Customer under this Agreement are personal to the Customer. The Customer shall not directly or indirectly assign this Agreement, or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of the Customer’s assets or shares or through merger, an Insolvency Event or otherwise, without the prior written consent of Spectrum.Life. Nothing in this Clause 16.12 (Assignment) shall prevent the Customer from directly or indirectly assigning this Agreement or the rights or duties created by this Agreement within its group of companies.
Counterparts
16.13 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
16.14 For the avoidance of doubt, this Agreement may be executed by electronic signature.
Entire Agreement
16.15 This Agreement, including its attached Schedules constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between the Customer and Spectrum.Life as to the subject matter hereof.
Cumulative Remedies
16.16 All rights and remedies of the Customer herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Spectrum.Life for the enforcement of this Agreement, and temporary and permanent injunctive relief.
Conflict
16.17 If there is an inconsistency between any of the provisions in the main body of these terms and conditions and the Schedules, the provisions in the main body of these terms and conditions shall prevail.
No Partnership or Agency
16.18 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).
SCHEDULE 1
PART 1
SERVICE LEVELS
The terms of this Part 1 of Schedule 1 (Service Levels) are relevant only in relation to the Spectrum.Life Platform.
Spectrum.Life provides the Services as a hosted application and the Programme Content as set out in the Order Form and provides the Services from within a highly available, secure data centre environment.
Spectrum.Life has exercised reasonable skill and care in developing the Service and the Programme described in the Order Form. Spectrum.Life will continue to exercise reasonable skill and care to:-
• ensure that the Service will continue to function substantially as described; and
• rectify or provide solutions to problems which may arise and which cause the Service not to function as described.
Spectrum.Life will use best practice to achieve uptime in respect of access to the application via internet of not less than 97.5% during each month.
For the avoidance of doubt, no credit shall be allowed where the Service is unavailable to the Customer as a result of difficulties with the Customer’s own systems, the Customer’s connection to the internet or any other system or link outside the direct control of Spectrum.Life.
SECURITY INCIDENT MITIGATION AND REMEDIATION
Upon becoming aware of a Security Incident, Spectrum.Life shall be solely responsible for determining the severity level of any such incident and will mitigate or remediate a Security Incident in accordance with the relevant response times set out below.
Critical Severity
Spectrum.Life will mitigate or remediate any Critical Severity Security Incident within 24 hours from the time Spectrum.Life becomes aware of the incident.
With respect to Critical Severity Security Incidents that are mitigated (but not remediated), Spectrum.Life must remediate such Security Incidents within 7 Business Days after being mitigated.
High Severity
Spectrum.Life will mitigate or remediate any High Severity Security Incident within 5 Business Days from the time Spectrum.Life becomes aware of the incident.
With respect to High Severity Security Incidents that are mitigated (but not remediated), Spectrum.Life must remediate such Security Incidents within 30 Business Days after being mitigated.
Medium Severity
Spectrum.Life will mitigate or remediate any Medium Severity Security Incident within 5 Business Days from the time Spectrum.Life becomes aware of the incident.
With respect to Medium Severity Security Incidents that are mitigated (but not remediated), Spectrum.Life must remediate such Security Incidents within 60 days after being mitigated.
Low Severity
Spectrum.Life will mitigate or remediate any Low Severity Security Incident within 10 Business Days from the time Spectrum.Life becomes aware of the incident.
With respect to Low Severity Security Incidents that are mitigated (but not remediated), Spectrum.Life must remediate such Security Incidents within 120 days after being mitigated.
Unavailable Hours shall be calculated from the time the service problem is registered with Spectrum.Life and ends when the Services are restored to the extent that the system is operating substantially in conformance with the Order Form.
UPTIME CALCULATION
Uptime will be calculated using the following formula. UP = (HM – HU) *100/HM where:-
UP = Uptime Availability Percentage;
HM = the number of hours in any given month less any Excluded Unavailable hours; and
HU = the total number of hours in the given month during which the Service was unavailable.
PROGRAM SERVICE LEVELS
| Priority | Description | Monthly Target % | Response Time |
| Standard End User | Time taken to answer a call | [90] | [<60 seconds] |
| Standard End User | Time taken to return a call | [90] | [<24 hours] |
| Standard End User | Date offered | [90] | [<48 hours] |
| Standard End User | Appointment offered | [90] | [<5 Business Days] |
PART 2
EXCLUDED UNAVAILABLE HOURS
The terms of this Part 2 of Schedule 1 (Service Levels) are relevant only in relation to the Spectrum.Life Platform. Excluded Unavailable Hours shall include any and all hours in which the Services are unavailable due to:-
1. execution of scheduled maintenance;
2. failure of software, hardware, middleware or systems which are necessary for the delivery of the Services, but which are not provided by Spectrum.Life;
3. service interruptions, outages or performance degradation caused by:-
3.1 the Customer or the Customer’s affiliates;
3.2 End Users;
3.3 service providers or contractors not under the control of Spectrum.Life; or
3.4 lack of necessary monitoring information from Customer;
4. Scheduled load testing or stress testing.
Spectrum.Life shall conduct periodic maintenance activities to ensure the continued integrity of the Services. Such maintenance shall include:-
1. database maintenance;
2. network maintenance;
3. system fail-over testing;
4. preventative system maintenance; and
5. Scheduled New Versions and Maintenance Releases.
Spectrum.Life does not envisage such maintenance taking place more than once per month.
SCHEDULE 2
DETAILS OF DATA PROCESSING
| Description | Details |
| Subject matter of the processing | The subject matter of the processing is set out in the Agreement. |
| Duration of the processing | The personal data will be processed for:-
|
| Nature and purposes of the processing | The purposes are set out in the Agreement.
The purposes include without limitation:-
The nature of the processing means any operation such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means) etc. The nature of processing includes without limitation:-
|
| Type of Personal Data | Name, address, email address, telephone number, and any other personal data provided by Authorised Users or End Users:-
|
| Categories of Data Subject | Staff (including volunteers, agents, and temporary workers) of Customer and/or End Users of Customer. |
| Plan for return and destruction of the data once the processing is complete unless requirement under union or member state law to preserve that type of data | The personal data will be processed for:-
No personal data shall be retained longer than it is necessary for the purpose for which the personal data were collected for. Personal data shall be returned to Customer in a suitable format and rendered unusable using industry standard mechanisms. Non-identifiable aggregate and anonymous Usage Data may be retained indefinitely by Spectrum.Life |
| Sub-processors | List of possible approved sub-processors:
Salesforce AWS Tableau Twilio Heidi |
SCHEDULE 3
INSURANCE POLICIES
1. Public liability insurance with a limit of at least £10 million a claim.
2. Product liability insurance with a limit of at least £5 million for claims arising from a single event or series of related events in a single calendar year.
3. Professional liability insurance with a limit of at least £6.5 million for claims arising from a single event or series of related events in a single calendar year.
4. Employers liability insurance with a limit of at least £13 million for claims arising from a single event or series of related events in a single calendar year.
5. Medical malpractice liability insurance with a limit of at least £6.5 million a claim.
6. Cyber and privacy liability insurance with a limit of at least £5 million for claims arising from a single event or series of related events in a single calendar year.