Terms & Conditions
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation to our services. You will be asked to agree to these terms and conditions before becoming a customer.
1. Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between GetScheduled and the Customer for the provision of the Services, incorporating these terms and conditions, the Order Form, and any amendments to the Agreement from time to time;
“Authorised User” means the employees, agents and sub-contractors of the Customer who are authorised by the Customer through its GetScheduled account to use the Services and the Documentation;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 London time on a Business Day;
“Charges” means the amounts payable by the Customer to GetScheduled under or in relation to the Agreement (as set out in the Order Form);
“Confidential Information” means any information disclosed (whether disclosed in writing, orally or otherwise) by the either party to the other that is marked as “confidential”, described as “confidential” or should have been understood by the other party at the time of disclosure to be confidential; Customer Data will be considered as “Confidential Information” of the Customer;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer Data” means all data and information uploaded to, stored on, processed using or transmitted via the Services by or on behalf of the Customer or by any person or application or automated system using the Customer's account;
"Customer Indemnity Event" has the meaning given to it in Clause 10.1;
“Customisation” means customisations to the Services that GetScheduled and Customer agree GetScheduled will produce on behalf of the Customer;
“Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or
(b) an incompatibility between the Services and any other system, application, program or software not specified as compatible by GetScheduled;
"Documentation" means the documentation produced by GetScheduled and supplied or made available to the Customer specifying how the Services should be used;
“Effective Date” means the date that the Customer registers for an account for the Services with GetScheduled in relation to online subscriptions or the date of execution of the Order Form for offline subscriptions;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“GetScheduled” means Get Scheduled Limited, a company incorporated in England and Wales (registration number 07472067) having its registered office at 1 London Street, Reading, Berkshire, RG1 4QW;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Order Form" means the online order form available on the GetScheduled website which is filled in by the Customer, or where appropriate the order form agreed and signed by the parties which incorporates these terms and conditions by reference, and which specifies the identity of the Customer, and other matters relating to the Agreement;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Services” means any of the GetScheduled services provided or to be provided by GetScheduled to the Customer under the Agreement, including the Support Services;
"Support Services" means support and maintenance services provided or to be provided by GetScheduled to the Customer as set out on the GetScheduled website from time to time or, where appropriate, in the Order Form;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Services, whether for the purpose of fixing an error, bug or other issue in the Services or enhancing the functionality of the Services.
1.2 In the event of any conflict or contradiction between these terms and conditions and the Order Form, then these terms and conditions will prevail to the extent necessary to overcome such conflict or contradiction.
2. Agreement and Term
The Agreement will come into force on the Effective Date and will continue in force until the date specified in the Order Form, upon which it will terminate automatically, unless terminated earlier in accordance with Clause 14.
3. The Service and Licence
3.1 GetScheduled will make available the Services to the Customer by setting up an account for the Customer, and providing to the Customer login details for that account as soon as practicable following the Effective Date.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, GetScheduled hereby grants to the Customer a non-exclusive licence to use the Services for the its own internal business purposes via any standard web browser in accordance with the Documentation during the Term.
3.3 The licence granted by GetScheduled to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Services may only be used by the Authorised Users;
(b) the Customer undertakes that each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential.
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by GetScheduled to the Customer under this Clause 3 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Services or allow any unauthorised person to access or use the Services;
(b) the Customer must not frame or otherwise re-publish or re-distribute the Services; and
(c) the Customer must not alter or adapt or edit the Services.
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Services, either during or after the Term.
3.6 All Intellectual Property Rights in the Services shall, as between the parties, be the exclusive property of GetScheduled.
3.7 The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Services using the Customer's account.
3.8 The Customer must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services, or any of the areas of, or services on, the Services.
3.9 The Customer must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4. Support Services and Upgrades
During the Term GetScheduled will provide the Support Services to the Customer, and may apply Upgrades to the Services.
5.1 From time to time GetScheduled and the Customer may agree that GetScheduled will customise the Services in accordance with a specification agreed in writing between the parties.
5.2 From the date when a Customisation is first made available to the Customer, the Customisation shall form part of the Services under the Agreement, and accordingly from that date the Customer's rights to use the Customisation shall be governed by Clause 3.
5.3 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of GetScheduled.
5.4 The Customer will provide GetScheduled with:
(a) such co-operation as is required by GetScheduled (acting reasonably) to enable the performance by GetScheduled of its obligations under this Clause 5;
(b) all information and documents required by GetScheduled (acting reasonably) in connection with the performance by GetScheduled of its obligations under this Clause 5.
5.5 The Customer will be responsible for procuring any third party co-operation reasonably required by GetScheduled to enable GetScheduled to fulfil its obligations under this Clause 5.
6. Customer Data
6.1 The Customer grants to GetScheduled a non-exclusive licence to store, copy and otherwise use the Customer Data for the purposes of providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
6.2 Subject to Clause 6.1, all Intellectual Property Rights in the Customer Data will remain, as between the parties, the property of the Customer.
6.3 The Customer warrants and represents to GetScheduled that the Customer Data, and their use by GetScheduled in accordance with the terms of the Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person's Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against GetScheduled or the Customer or any third party,
in each case in any jurisdiction and under any applicable law.
6.4 Where GetScheduled reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 6, GetScheduled may:
(a) delete or amend the relevant Customer Data; and/or
(b) suspend any or all of the Services and/or the Customer’s access to the Services while it investigates the matter.
6.5 Any breach by the Customer of this Clause 6 will be deemed to be a material breach of the Agreement for the purposes of Clause 14.
6.6 GetScheduled shall ensure that the Customer Data stored and processed by the Services are stored separately from, and are not co-mingled with, the materials of other customers of GetScheduled.
6.7 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for GetScheduled to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by GetScheduled.
7. Trial period
GetScheduled may offer the Customer a trial period of use of the Services. If a trial period is offered, it shall be the first 28 days of the Term, during which all of the provisions of this Agreement shall apply, save as follows:
(a) the Customer shall have no obligation to pay the Charges in respect of the trial period; and
(b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of the Services will arise).
8.1 GetScheduled will issue invoices for the Charges to the Customer and the Customer will pay the Charges in accordance with the provisions of this Clause 8.
8.2 All Charges stated in or in relation to the Agreement are stated exclusive of VAT or any other sales tax. VAT will be payable by the Customer to GetScheduled in addition to the principal amounts.
8.3 Unless stated otherwise, Charges must be paid by selected credit and/or debit cards only or such other method of payment as agreed between the parties from time to time.
8.4 If the Customer does not pay any amount properly due to GetScheduled under or in connection with the Agreement, within 14 days of the due date, GetScheduled may:
(a) charge the Customer interest on the overdue amount at the rate of 3% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily and be compounded quarterly); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 GetScheduled may vary the Charges payable on and from any anniversary of the Effective Date by giving to the Customer not less than 60 days' written notice of the variation.
8.6 GetScheduled may suspend access to the Services and the provision of the Services if any amounts due to be paid by the Customer to GetScheduled under the Agreement are overdue by more than 14 days.
9.1 The Customer warrants and represents to GetScheduled that it has the legal right and authority to enter into and perform its obligations under the Agreement.
9.2 The Customer shall:
(a) provide GetScheduled with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by GetScheduled in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(c) carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the Agreement and the Customer shall be responsible for any Authorised User’s breach of the Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for GetScheduled, its contractors and agents to perform their obligations under the Agreement;
(f) ensure that its network and systems comply with any specifications provided by GetScheduled from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to GetScheduled’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9.3 GetScheduled warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Services will perform substantially in accordance with the Documentation (subject to any Upgrades and Customisations);
(d) the Services will not infringe any person's Intellectual Property Rights in England and Wales and under English law;
(e) that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
9.4 If the Services do not conform with the warranty at Clause 9.3 (b), GetScheduled will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance through the Support Services. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the warranty set out in clause 9.3 (b). Notwithstanding the foregoing, GetScheduled:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.5 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
9.6 The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and GetScheduled gives no warranty or representation that the Services will be wholly free from such defects, errors and bugs;
(b) GetScheduled does not warrant or represent that the Services will be compatible with any application, program or software not specifically identified as compatible in the Order Form.
10.1 Subject to GetScheduled's compliance with Clause 10.2, the Customer will indemnify and will keep indemnified GetScheduled against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by GetScheduled and arising as a result of any breach by the Customer of Clause 6.3 or 15.1 (a "Customer Indemnity Event").
10.2 GetScheduled will:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer reasonable assistance in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Customer Indemnity Event; and
(d) not admit liability in connection with the Customer Indemnity Event or settle the Customer Indemnity Event without the prior written consent of the Customer.
11. Limitations and exclusions of liability
11.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in the Agreement:
(a) are subject to Clause 11.1; and
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
11.3 GetScheduled shall not be liable 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 the Agreement.
11.4 Without prejudice to Clause 11.3, GetScheduled’s total aggregate liability shall be limited to the total Fees paid to GetScheduled in the 12 months prior to the event giving rise to the liability in questions.
12. Data protection
12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to GetScheduled under or in connection with the Agreement.
12.2 GetScheduled warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by GetScheduled on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by GetScheduled on behalf of the Customer.
13.1 Each party will:
(a) keep confidential and not disclose the other’s Confidential Information to any person save as expressly permitted by this Clause 13; and
(b) protect the other’s Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.2 The obligations set out in this Clause 13 shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Confidential Information of either party which is in possession of the other party prior to disclosure by the party whose Confidential Information it is;
(c) Confidential Information of either party that is received by the other party from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.
14.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
14.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.
14.3 If GetScheduled stops or makes a good faith decision to stop operating the Services generally, then GetScheduled may terminate the Agreement by giving at least 30 days' written notice of termination to the Customer.
14.4 GetScheduled may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to GetScheduled any amount due to be paid under the Agreement within 28 days following the due date. In this event GetScheduled shall also have the right to delete all Customer Data.
15. Effects of termination
15.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8.4, 10, 11, 13, 15 and 18.
15.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.
15.3 Subject to Clause 15.4, within 15 days following the termination of the Agreement, each party will:
(a) irrevocably delete from its computer systems all Confidential Information of the party; and
(b) return to the other party or dispose of (as the other party may instruct) all documents and materials containing the other party’s Confidential Information.
15.4 A party may retain any document (including any electronic document) containing the Confidential Information of the other party after the termination of the Agreement if:
(a) that party is obliged to retain such document by any law or regulation or other rule enforceable against that party; or
(b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the party retaining the document.
15.5 Upon termination of the Agreement for any reason other than breach of the Agreement by the Customer, the Customer shall be entitled to request the return of Customer Data remaining with GetScheduled. GetScheduled shall be entitled to decide, in its sole discretion, if it is able to return such Customer Data and the format in which it can be returned.
16.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address or fax number or email address given on the GetScheduled website (in the case of GetScheduled) or the Order Form (in the case of the Customer) (or as notified by one party to the other in accordance with this Clause).
16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and
(c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
17. Force Majeure Event
17.1 Where a Force Majeure Event gives rise to a failure or delay in GetScheduled performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
17.2 GetScheduled shall have no liability to the Customer for such failure or delay in the performance of its obligations.
17.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
18. Data Protection Addendum
The terms used in this Addendum shall have the meanings set forth. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Terms and Conditions “Agreement”.
18.1 The following terms shall have the meanings set out below:
18.1.1 "Applicable Law" means any laws or regulations, regulatory policies, guidelines or industry codes (whether national or international) which apply to Get Scheduled (or any of its Sub-Processors) and/or the provision of or the subject matter of the Services in each case as in force from time to time;
18.1.2 "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
18.1.3 "Customer Personal Data" means any Personal Data Processed by Get Scheduled on behalf of a customer or “Authorised User” pursuant to or in connection with the Agreement;
18.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
18.1.5 "EEA" means the European Economic Area;
18.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
18.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;
18.1.8 “Personal Data” means any data that relates to an identified or indentifiable natural person and where such data is protected under applicable Data Protection Laws;
18.1.19 "Service/s" means the services and other activities to be supplied to or carried out by or on behalf of Get Peerd for a customer or Affiliate pursuant to the Agreement;
18.1.20 "Subprocessor/s" means any person (including any third party and any Get Scheduled Affiliate appointed by or on behalf of Get Scheduled or any Get Scheduled Affiliate and that Processes Customer Personal Data on behalf of any Authorised User in connection with the Agreement;
18.2The terms, "Commission", "Controller", "Processor", "Data Subject/s", "Member State", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
19. Processing of Customer Personal Data
19.1 Scope of this Addendum and Role of Parties. This Addendum applies to the Processing of Personal Data by Get Scheduled in the course of providing the Services. For the Purposes of the Services and this Addendum, Customer and each Affiliate are the Controller(s) and Get Scheduled is the Processor and shall be Processing Personal Data on the Customer’s behalf, the Customer receiving the Services as principal and as agent of each Affiliate.
19.2 Instructions for Processing Personal Data. Get Scheduled shall Process Personal Data as reasonably necessary for the provision of the Services arising from the Agreement (inclusive of this Addendum) and in accordance with Customer’s documented instructions which, unless expressly agreed otherwise, shall at all times be consistent and in accordance with the nature of the Agreement. Get Scheduled may terminate the Agreement if Customer provides instructions to Process Personal Data which are inconsistent with the Agreement, or which Get Scheduled could not comply with without (i) incurring material additional costs or (ii) undertaking material variations to the manner in which the Services are provided which variations Get Scheduled does not propose to introduce in respect of the majority of its other customers. Get Scheduled may Process Personal Data otherwise than in accordance with Customer's instructions if required to do so by Applicable Law. In such case Get Scheduled shall inform Customer of that legal requirement, unless prohibited from doing so by Applicable Law.
19.3 Compliance with Laws. Get Scheduled, in Processing the Customer Personal Data in accordance with Clause 2.2 above, shall reasonably comply with all applicable Data Protection Laws. Get Scheduled shall not be responsible for complying with Data Protection Laws applicable to Customer or its industry that are not otherwise consistent with the provision of the Services or if, and to the extent that, the relevant provision of Data Protection Law would not also apply to Get Scheduled’s provision of services equivalent to the Services to other customers. Customer shall comply with all Data Protection Laws applicable to Customer as Controller.
20. Get Scheduled Personnel
20.1 Personnel Reliability. Get Scheduled shall take reasonable steps to (i) require background screening and to ensure the reliability of any personnel who may have access to the Customer Personal Data or the Customer environments in which the Personal Data is processed, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement; and (ii) ensuring that any personnel are informed of the confidential nature of Personal Data, have received training, and are subject to confidentiality obligations or professional or statutory obligations of confidentiality.
20.2 Data Protection Officer. Get Scheduled have appointed a data protection officer. The appointed person may be reached at firstname.lastname@example.org.
21.1 Appointment of Subprocessors. Subject always to section 2.2 above, each Customer authorizes Get Scheduled to appoint Subprocessors in accordance with this section 4 to Process Customer Personal Data. Get Scheduled shall be responsible for ensuring that each Subprocessor has entered into a written agreement requiring the Subprocessor to comply with terms no less protective than those provided in this Addendum.
21.2 Notification of New Subprocessors. Get Scheduled may continue to use those Subprocessors already engaged by Get Scheduled as at the date of this Addendum. Get Scheduled shall make available to Customer on request a list of Subprocessors authorized to Process Customer Personal Data (“Subprocessor List”) and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List (“Subprocessor Notice”). At least thirty (30) days prior to authorising any new Subprocessor to Process Personal Data, Get Scheduled shall provide notice by updating the Subprocessor List.
21.3 Subprocessor Objection Right. This section 5.3 shall apply only where and to the extent that Customer is established within the EEA or where otherwise required by Data Protection Laws applicable to the Customer. In such an event, If Customer notifies Get Scheduled in writing of any objections (on reasonable grounds) to a Subprocessor added to the Subprocessor List within fourteen (14) days after the date of the applicable Subprocessor Notice:
21.3.1 Get Scheduled shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that Proposed Subprocessor; and
21.3.2 where such a change cannot be made and Get Scheduled choose to retain the Subprocessor, Get Scheduled shall notify Customer at least fourteen (14) days prior to the authorisation of the Subprocessor to Process Personal Data and the Customer may discontinue using the relevant services and terminate the relevant portion of the Services which require the use of the Proposed Subprocessor immediately upon written notice to Get Scheduled, such notice to be given by Customer within thirty (30) days of having been so notified by Get Scheduled.
22. Support in Complying with Data Subject Right
22.1 Requests from Data Subjects. Customer acknowledges, as part of the Services, it is responsible for responding to any Data Subjects’ request under any Data Protection Law to exercise the Data Subject’s right of access, right of rectification, restriction of Processing, right to be forgotten, data portability, object to processing, or its right not to be subjected to an automated decision making process (“Data Subject Request”). Get Schedules shall:
21.1.1 to the extent permitted by Applicable Law, promptly notify Customer if it receives a Data Subject Request from a Data Subject; and
21.1.2 taking into account the nature of the Processing, reasonably assist Customer to access Customer Personal Data to the extent that Customer Personal Data is not accessible to Customer (as part of the Services) to fulfil the Customer's obligations, as reasonably understood by Customer, to respond to Data Subject Requests and to comply with Data Protection Laws.
22.2 Government and Law Enforcement Authority Requests. Unless prohibited by Applicable Law or a legally-binding request of law enforcement, Get Scheduled shall promptly notify Customer of any request by government agency or law enforcement authority for access to or seizure of Personal Data.
23. Breach Incident Notification.
23.1 Breach notice. Get Scheduled shall notify Customer within 24 hours upon Get Scheduled becoming aware of a confirmed Personal Data Breach affecting Customer Personal Data. To the extent able within the scope of the Services, Get Scheduled will provide Customer with sufficient information to allow it to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
23.2 Investigatory Cooperation. Get Scheduled shall co-operate with Customer and take such reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
24.1 Technical and organisational measures. Get Scheduled shall implement and maintain appropriate technical and organisational measures designed to protect the security, confidentiality and integrity of Customer Personal Data, including to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such Personal Data. Get Scheduled regularly monitors compliance with these measures. Get Scheduled reserves the right to update its technical and organisational measures and will not materially decrease the overall security of the Services pursuant to the Agreement.
24.2 Audit. In the event that Customer, any Affiliate, a regulator, or Supervisory Authority requires additional information, including information necessary to demonstrate compliance with this Addendum, Get Scheduled will provide commercially reasonable cooperation to make such information available.
24.3 Return and Deletion of Personal Data. Upon termination of the Services, Get Scheduled shall at Customer's option, return and/or delete any Personal Data retained on the Services in accordance with the terms of the Agreement and not retain any copies unless Get Scheduled is required to do so by Applicable Law.
25 Location and Storage of Personal Data
Personal Data will be stored at the data centre premises selected by Get Scheduled as part of the Services. This will within the UK territory unless otherwise advised.
26. General Terms
26.1 Without prejudice to clause 18 (General) of the Terms and Conditions, or the applicability of any Data Protection Laws;
26.1.1 the obligations of Get Scheduled and Get Scheduled Affiliates arising hereunder are subject to and governed by the laws of the country or territory expressly set forth in the Agreement.
26.2 With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.
26.3 Customer is responsible for coordinating all communication with Get Scheduled on behalf of its Affiliates with regard to this Addendum. Customer represents that, in relation to this Addendum, it, as agent for its Affiliates, is authorized to issue instructions; make and receive any communications or notifications; and enter into any agreement expressly contemplated herein for and on behalf of any of its Affiliates.
26.4 Customer and/or its Affiliates may only disclose the terms of this Addendum to a Supervisory Authority to the extent required by law or such Supervisory Authority. Customer shall reasonably ensure that the Supervisory Authority does not disclose the terms of this Addendum to the public or any third party, including: (i) marking copies of this Addendum as “Confidential and Commercially Sensitive”; (ii) requesting return of copies of this Addendum once the governmental regulatory notification has been completed or approval granted; and (iii) requesting prior notice and consultation before any disclosure of this Addendum by the Supervisory Authority.
In addition to the terms set out in Part A above, the terms set out in this Part B shall apply to the Processing of Personal Data by Get Scheduled on behalf of a Customer established in the European Union or otherwise subject to the requirements of the GDPR.
27. Additional European Terms.
27.1 General Data Protection Regulation. With effect from 25 May 2018, Get Scheduled will Process any Personal Data in accordance with the requirements of GDPR as directly applicable to Get Scheduled’s provision of the Services.
27.2 Subject Matter, Nature, Purpose and Duration of Data Processing. Get Scheduled will Process Customer Personal Data to provide the Services. The subject matter, nature and purpose of the Processing shall be as required to perform the Services, and shall be determined by the nature of Customer Personal Data submitted for Processing by the Customer. The duration of the Processing of Personal Data shall be for the term of the Agreement.
27.3 Types of Personal Data and Categories of Data Subjects. The types of Personal Data and categories of Personal Data, and the categories of Data Subjects, shall be those determined by the Customer being the Customer Personal Data. The obligations and rights of the Customer in relation to the Processing of Personal Data shall be as set out in this Addendum and the Agreement and in the Data Protection Laws.
27.4 Data Protection Impact Assessment and Prior Consultation. Get Scheduled and each Get Scheduled Affiliate shall provide reasonable assistance to each Customer Group Member with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Customer reasonably considers to be required of any Customer Affiliate by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, Get Scheduled. Customer shall ensure, to the extent that such data protection impact assessments and, where necessary, prior consultations with Supervisory Authorities, are required by Data Protection Laws, that Customer and relevant Affiliates take such steps as are required to implement such assessments and consultations. If, following the implementation of a data protection impact assessment or a consultation, Customer reasonably determines that it would be a breach of Data Protection Laws to continue with the Services, Customer shall notify Get Scheduled and the parties shall attempt to reach a solution. If the parties fail to agree a solution within thirty (30) days of commencing discussions, Customer shall be entitled to terminate the Services, subject to the payment of an early termination fee determined in accordance with the Agreement.
27.5 Access to Personal Data. Unless otherwise agreed and notwithstanding Section 9 above, in order to provide the Services Get Schedules and its Subprocessors will only access Personal Data from (i) countries in the EEA, (ii) countries or territories formally recognized by the European Commission as providing an adequate level of data protection (“Adequate Countries”) and (iii) the United States provided, in this case, that Get Scheduled makes available to Customer a Valid Transfer Mechanism in accordance with Section 11.6 below. When Get Scheduled or its Subprocessors access Personal Data from outside the Designated Data Center Location for the purposes of providing the Services, Customer agrees that such Personal Data may be transferred accordingly.
27.6 Valid Transfer Mechanisms. Get Scheduled makes available the transfer mechanisms listed below, which shall apply, in order of precedence in the order set out below, to any transfers of Personal Data under this Addendum from countries within the European Economic Area (as constituted from time to time) or Switzerland to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws of the foregoing territories (each known as a "third country"), to the extent such transfers are subject to such Data Protection Laws:
27.6.1 Country-specific arrangement. In the event that, after the date that this Addendum becomes effective, an alternative mechanism is approved under Data Protection Laws for the transfer of Personal Data to a specific third country, Get Scheduled shall be entitled to rely upon this mechanism, subject to being able to demonstrate compliance with its requirements.
27.6.2 Transfers Required by Applicable Law. Notwithstanding the foregoing, Get Scheduled shall be entitled to access Personal Data from, or transfer Personal Data to, territories outside the EEA other than in the circumstances specified in clause 27.6 if required to do so by Applicable Law. Unless prohibited by Applicable Law, Get Scheduled shall inform Customer of the requirement for such transfer or access before taking steps to implement the transfer or access.
27.7 Transfers Required by Applicable Law. Notwithstanding the foregoing, Get Scheduled shall be entitled to access Personal Data from, or transfer Personal Data to, territories outside the EEA other than in the circumstances specified in clause 27.6 if required to do so by Applicable Law. Unless prohibited by Applicable Law, Get Scheduled shall inform Customer of the requirement for such transfer or access before taking steps to implement the transfer or access.
28.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
28.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
28.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
28.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
28.5 The Customer may not without the prior written consent of GetScheduled assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
28.6 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
28.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
28.8 Subject to Clause 11.1:
(a) the Agreement constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
18.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.