Authorised Users (as defined below) must be at least 18 years of age and fully able, competent to enter into and be bound by these Terms and accept the Services on behalf of the Customer with the authority to agree to be bound by these Terms on behalf of such Customer. The Customer and its Authorised Users should keep a copy of these Terms for future reference, which Terms may be updated from time to time in accordance with paragraph 20 below.
1. DEFINITIONS AND INTERPRETATION:
The definitions and rules of interpretation in this clause 1 and in the background set out above apply in these Terms. Clauses, schedules and paragraph headings shall not affect the interpretation of these Terms and references to clauses and schedules are to the clauses and schedules of these Terms.
Annual Subscription: a Service Plan to be provided on an annual contract basis which will renew automatically for a further year until cancelled by the Customer or otherwise terminated in accordance with paragraph 14.
API: a third party application program interface that provides Databowl with programmatic access to a proprietary software application.
API Fees : the monthly API access fees charged to Databowl by third party API providers and passed on to and payable by the Customer in addition to the Subscription Fees and Validation Costs.
Authorised Users : those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
Confidential Information : information that is non-public, confidential and proprietary and is either clearly labelled as such or identified as Confidential Information as further set out in clause 15.
Customer Data and Content: any and all Data and/or Content that is owned or controlled by the Customer and/or each of its Authorised Users and that is submitted to, uploaded, posted or made available to the Service by or on behalf of the Customer and/or each of its Authorised Users.
Content : means any text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other copyrighted materials or materials subject to copyrights.
Data : means all information, records, files, and data entered into, received, processed, or stored by or for the Customer when using the Service, including information comprising or concerning Content.
Data Protection Laws : means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (“ GDPR”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
Effective Date: the date of Customer’s sign up to commence the use of the Service and acceptance of these Terms by the Customer.
Monthly Subscription: a Service Plan to be providedon a month to month rolling basis until cancellation by the Customer in accordance with paragraph 10 or otherwise terminated pursuant to paragraph 14.
Renewal Periods : the annual renewal periods of twelve (12) months commencing on the expiration of the initial Annual Subscription and as further described in paragraph 14.
Services : the subscription services including any and all documentation relating to the same provided by Databowl to the Customer under these Terms via the Site.
Service Plan(s): the relevant service plan to be selected by the Customer which may be changed by Databowl from time to time and the current details of which are located at https://www.databowl.com/pricing/
Site: the Databowl website located at www.databowl.com or any other website notified to the Customer by Databowl from time to time.
Spam : means the Spamhaus definition of spam located at http://www.spamhaus.org/consumer/definition/
Software : the online software applications provided by Databowl as part of the Services.
Subscription Fees : the subscription fees payable by the Customer to Databowl for the Subscriptions for the Service Plan(s) to be selected by the Customer, which are exclusive of Validation Costs and API Fees.
Subscription Term : the term of these Terms which commences on the Effective Date and continues until termination or expiration of either: (i) the aggregate period of each month of continued Services under the Monthly Subscriptions; or (ii) the initial twelve (12) months of the Annual Subscription together with any subsequent Renewal Periods.
Subscriptions : the Subscriptions purchased by the Customer, which entitle Authorised Users to access and use the Services and the documentation in accordance with these Terms.
Validation Costs : the variable monthly costs with respect to data validation services chargeable to the Customer and payable in addition to the Subscription Fees and API Fees.
2. LICENSE TO USE SERVICE
Subject to the Customer purchasing the Subscriptions and the other terms and conditions of these Terms, Databowl hereby grants to the Customer a non-exclusive, non- transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's business operations.
3. RESERVATION OF RIGHTS
3.1 The Customer acknowledges and agrees that Databowl and/or its licensors own all intellectual property rights in the Services and the documentation supplied as part of the Services. Except as expressly stated herein, these Terms do not grant the Customer any rights to, or in, patents, copyright, software, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the documentation supplied as part of the Services.
3.2 Databowl confirms that it has all the rights in relation to the Services and the documentation supplied as part of the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the provisions of these Terms.
4. AUTHORISED USERS AND REGISTRATION
4.1 Registration: To register to use Databowl, each Authorised User must create an account, including a username and password. The Customer undertakes that it will procure that each Authorised User will: (a) be responsible for and provide information that is accurate, not misleading and relates to the Authorised User; and (b) ensure the registration of an account, username and password will NOT use, (i) the names and information of any other person, (ii) words that are the trademarks or the property of another party, (iii) words that are vulgar, obscene or in any other way inappropriate.
4.2 Security: The Customer undertakes that: (a) each Authorised User shall keep a secure password for his use of the Services; and (b) each Authorised User shall keep his password confidential; and (c) if for any reason it suspects that any username and password has been disclosed to or obtained by another party it will contact Databowl immediately. Please note that Databowlnever contact users requesting them to confirm their username, password or other details.
4.3 Number of Authorised Users: If Databowl provides the Customer with a number of Authorised User licenses for the Services these limits must be adhered to. The Customer undertakes that: (a) the maximum number of Authorised Users authorised to access and use the Services will not exceed the number of Subscriptions it has purchased from time to time; and (b) it will not allow any User Subscription to be used by more than one individual Authorised User.
5. SERVICES, SECURITY, ACCESS AND SUPPORT
5.1 Functionality: Data Bowl shall provide the following functionality:
· Provide a repository for consumer data and allow transfer of data between multiple parties.
- Provide multiple data cleansing services
· Provide a campaign dashboard and interface, allowing Customer to edit campaign settings, manage Databowl's, commissions and creative.
- Provide an email service for transactional emails.
· Provide ability to generate reports on Customer’s campaigns and visualise Customer’s KPIs.
5.2. Platform Security: Databowl take data security very seriously and will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Customer Data and Content. These safeguards include encryption of Customer Data and Content in transmission (using SSL or similar technologies).
5.3. Use of Amazon Web Services: Databowl’s platform is developed on top of Amazon Web Services (“AWS”). Details about AWS security processes are at: https://d1.awsstatic.com/whitepapers/Security/AWSSecurityWhitepaper.pdf Detail on the different standards AWS comply with are at: http://d0.awsstatic.com/whitepapers/compliance/AWS_Risk_and_Compliance_Whitepaper.pdf
5.4 Access: Databowl take all reasonable steps to ensure that the Service is a continuous high quality service, available and functioning fully at all times. However, Databowl do not accept any responsibility for "down-time" or poor performance of our servers or infrastructure, or where the Service is unavailable for any other reason, whether within or outside our direct control.
5.5 Backups: Databowl regularly backup all data but Customer is solely responsible for backing up any content or data entered onto the Service by the Customer’s Authorised Users. Databowl recommend that the Customer regularly and completely backup all Customer content and data uploaded to and made available on the Service.
5.6 Support: Technical support is provided via ticket, live chat, email and telephone and such other means as Databowl decide in order to provide a proper service to Customers in accordance with the relevant Subscription plan. If problems occur please initially check for service notices in the Service. Authorised Users will receive email notifications if they have added an email address to their account. If the issue is still unable to be resolved please contact Databowl directly by email to firstname.lastname@example.org . Telephone support is available Monday to Friday 9:00am - 5:30pm GMT/BST. Support tickets submitted through the Service will be responded to within 24 hours. Databowl reserve the right not to provide a full technical support service to free or trial account users.
6. PRICING, SERVICE PLANS AND PAYMENT
6.1 In exchange for the provision of the Services by Databowl, the Customer hereby agrees to pay to Databowl: (i) the Subscription Fees, in accordance with the Customer’s Service(s) Plans and the number of Authorised Users as selected and requested by the Customer; and (ii) the Validation Costs; and (iii) the API Fees.
6.2 Direct Debit Payment: Customer hereby authorises Databowl during the Subscription Term to collect secure direct debit payments through https://gocardless.com for all sums invoiced to Customer as follows:
(A) Monthly Subscriptions: (i) to be collected monthly in advance for any and all Subscription Fees; and (ii) monthly in arrears for Validation Costs and API Fees.
(B) Annual Subscriptions: (i) Annual Subscriptions must be paid for in full twelve (12) months in advance; and (ii) payment for Renewal Period Subscription Fees will be collected in full on each anniversary of these Terms; and (iii) Validation Costs and API Fees will be invoiced monthly in arrears and direct debit payments collected monthly in arrears.
6.3 If Databowl has not received any due payment within five (5) days after the due date, Databowl may disable the Customer's and its Authorised Users passwords, account and access to all or part of the Services and Databowl shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
6.4 Interest shall accrue on a daily basis on such overdue amounts at an annual rate equal to 4% (four percent) over the then current base lending rate of Barclay’s Bank in England from time to time.
6.5 All amounts and fees stated or referred to in these Terms shall be payable in pounds sterling, are, non-cancellable and non-refundable and are exclusive of value added tax (“VAT”), which shall be added to Databowl's invoice(s) at the appropriate rate.
6.6 Price Changes:
6.6.1 Monthly Subscriptions: Subscription Fees and/or the details of the various corresponding Service Plan(s) are subject to change by Databowl on a month to month basis. The Customer will be given thirty (30) days’ written notice in advance of any changes to be made.
6.6.2 Annual Subscriptions: Databowl shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon sixty (60) days' prior notice to the Customer.
6.6.3 API Fees: are controlled by the relevant API owner and are subject to change by the API owner from time to time. Any increases in the same will passed onto the Customer to be invoiced and payable monthly in arrears.
6.6.4 Validation Costs: the validation costs are variable and are not controlled by Databowl. The charges made to Customers will be the actual costs of data validation, which may vary from time to time. Customer will be given reasonable notice in advance of any significant rate changes to validation costs.
7. UPGRADING OR DOWNGRADING ACCOUNTS
7.1 Monthly Subscriptions
Upgrades : Customers with Monthly Subscriptions have the ability to upgrade or downgrade any or all of their Subscriptions and Service Plan(s), at any time. The higher monthly charge will be automatically applied to the invoice and collected by direct debit on the next usual date of the monthly charge.
Downgrades: Customers with Monthly Subscriptions have the ability to upgrade or downgrade any or all of their Subscriptions and Service Plan(s), at any time. The lower monthly charge will be automatically applied to the invoice and collected by direct debit on the next usual date of the monthly charge. No refunds will be offered for downgraded Monthly Subscription accounts that have been downgraded before the monthly charge is due on the account.
7.2 Annual Subscriptions
Upgrades: Customers with Annual Subscriptions may upgrade their Service Plan(s) by contacting Databowl directly to discuss terms and prices for such upgrade. Following an upgrade to the Service Plan(s) the increased annual charge will be applied immediately to the Annual Subscription account for the additional amount due, from the upgrade date up and until the anniversary date and a supplemental invoice will be issued for the additional aggregate sums to collected by direct debit at the time of the upgrade.
Downgrades: Customers with Annual Subscriptions may make a request to downgrade their Service Plan(s) by contacting Databowl directly to discuss terms and prices for such downgrades. PROVIDED THAT if Databowl chooses in its sole discretion to agree to such request to downgrade the Service Plan(s) a partial refund may be offered for all complete remaining months of the Subscription Fee but No refund will be offered for days remaining in the month of the downgrade.
7.3 Loss of Data-Downgrades: Where a Subscription is downgraded the applicable user will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade. Customers and their Authorised Users should backup and download their data prior to requesting a downgrade in service.
8. TRIAL AND OFFER PERIODS
8.1 Trial or offer periods may be offered from time to time, at Databowl’s sole discretion, and are subject to withdrawal at any time and without notice. Only one person may use a single free or trial account, the account cannot be shared amongst multiple individuals.
8.2 If Customer upgrades from a free or trial account it will be immediately charged for the relevant corresponding Subscription Fees payment of which will be due from that date each month onwards.
8.3 Trial or offer periods costs: API Fees and Validation Cost are chargeable to and payable by the Customer during any trial or offer period.
8.4 These Terms and Conditions apply to all trial or offer period accounts.
9.1 Cancellation at any time: The Customer many cancel its entire Subscription account or any Authorised User accounts at any time. Cancellation of any and all Subscriptions must be made in writing by the Customer to Databowl by email to: email@example.com
9.2. No refunds: Cancellation will take effect immediately however no refunds will be given to the Customer in respect of any unused days under any monthly Subscription account or accounts. In addition, for 12-month Annual Subscription accounts (where offered) no refund will be offered for any and all months of any or all of the Services not used by the Customer.
10. FAIR USE POLICY
10.1 Data Storage Limits: Databowl reserves the right to impose limits on the data storage capacity available to Customer and Customer hereby agrees to comply with these limits. If Customer exceeds these limits or uses a disproportionate share of the available data storage capacity Databowl may limit Customer’s capacity usage. Customer may not circumvent any limits that Databowl place on Customer’s use of the Services.
10.2 Customer Use Restrictions:
(A) No illegal use: The Customer hereby agrees that (i) it shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity;(c) depicts illegal sexual images;(d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and (ii) it shall not, (a) use or harvest data provided by other users in a way that they would object to; or (b) supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us; or (c) pose as another user, third party or organisation employee for the purposes of obtaining user or third party information; or (d) load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third party or infringes any intellectual property law; or (k) send junk or Spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money; and (l) Databowl reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
(B) No Copying: The Customer hereby agrees that it shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or any related documentation in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce all or any part of the Software; or (c) access all or any part of the Services in order to build a product or service which competes with the Services; or (d) transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment; or (e) attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by us and users; or (f) reframe or repurpose the Service or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Service
(C) No Unauthorised Access: The Customer hereby agrees that it shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the documentation forming part of the Services and it will not: (a) make use of the Services to provide services to third parties; or (b) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or any documentation forming part of the Services available to any third party except the Authorised Users; or (c) attempt to obtain, or assist third parties in obtaining, access to the Services; and (d) in the event of any such unauthorised access or use, it will promptly notify Databowl of such access including use of any robot, spider, scraper or other technical means used to access the Service or any content on the Service.
10.3 Right to Suspend or Terminate: Databowl reserves the right with or without notice to suspend or terminate any account in breach of any clause of this paragraph 10.
10.4 Spam: If Customer breaches these Terms by sending any unsolicited bulk email, Spam or any other bulk communications to users those actions will cause harm to Databowl and to the Service. Such harm is difficult to quantify and Customer hereby agrees to pay Databowl the sum of £50 for each and every individual email or other communication sent to a user or third party in breach of these Terms. Databowl’s decision is final and it reserves the right to classify things outside the Spamhaus definition of Spam as set out above.
10.5 The above restrictions are not intended to be exhaustive. Databowl reserves the right to remove (with or without notice) any content and suspend or terminate (with or without notice) the account of any user who in our sole judgment is in breach of these Terms and Conditions.
11. CUSTOMER DATA AND CONTENT
11.1 The Customer shall own all right, title and interest in and to all of the Customer Data and Content and is solely responsible for the development, content, operation, maintenance, and use of the Customer Data and Content. The Customer will ensure that the Customer Data and Content, and its use of it, complies with these Terms, the Data Protection Laws and any other applicable laws. Customer shall be responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of the Customer Data and Content. 11.2 Customer hereby warrants that: (i) the Customer Data and Content will not belong to a third party whose rights have been violated by the content being posted on to the Service; and (ii) if any content is owned by a third party Customer hereby agrees to pay all royalties, fines and settlements owed to that third party, without seeking any contribution from Databowl.
12. CONTENT MONITORING
12.1 Databowl does NOT monitor or assume any responsibility for any content posted onto the Site or Service.
12.2 If at any time Databowl do monitor the Site and/or Service, Databowl do NOT assume responsibility for removing any content or the conduct of any users at the time or in the future.
13. THIRD PARTY LINKS
Databowl are not responsible for any links to third party websites from the Site and/or Service and the inclusion of any link does not imply an endorsement of a third party website or service by Databowl.
14. TERM AND TERMINATION
14.1 These Terms shall, commence on the Effective Date and shall continue for the Subscription Term as defined above, unless:
a. Monthly Subscriptions: Customer cancels in accordance with clause 9;
b. Annual Subscriptions: either party notifies the other party of termination, in writing, at least [60 days] before the end of the initial twelve (12) months of the Annual Subscription or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable initial Annual Subscription or Renewal Period;
c. unless otherwise terminated as provided in this paragraph 15.
14.2 Databowl may terminate the Customer Subscriptions and all content and materials associated with it at any time where the terms of these Terms have been breached. Such termination can be with or without notice
14.3 Without affecting any other right or remedy available to it, either party to these Terms may terminate these Terms: (i) upon thirty days written notice without cause; or (ii) immediately upon written notice to the other party if the other party becomes bankrupt or insolvent or the subject of any judicial or administrative proceeding launched in good faith relating to its bankruptcy or insolvency.
14.4 On termination of these Terms for any reason:
(a) all licences granted under these Terms shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c) Databowl may destroy or otherwise dispose of any of the Customer Data and Content in its possession unless Databowl receives, no later than ten (10) days after termination of these Terms, a written request for the delivery to the Customer of the most recent back-up of the Customer Data. Databowl shall use reasonable endeavours to deliver the back-up to the Customer within thirty (30) days provided that the Customer has paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Databowl in returning or disposing of Customer Data and Content; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
15.1During the Subscription Term, one party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party"). Receiving Party agrees that for the Subscription Term and for three (3) years thereafter, it will neither disclose the Confidential Information to any third party nor use the Confidential Information other than to perform its obligations under these Terms or as otherwise permitted herein.
15.2 Permitted Disclosures: (i) Customer agrees that Databowl may identify Customer as a client of the Service; and (ii) Receiving Party shall be permitted to disclose the Confidential Information of Disclosing Party only to those of its employees, representatives, advisors, and agents who have a reasonable need to know such information; and (iii) Receiving Party may disclose Confidential Information in response to a valid order by a court or other governmental body.
15.3 The nondisclosure obligations of this paragraph 15 will not apply to information that is generally available to the public (other than through breach of these Terms) or was, already lawfully in Receiving Party's possession without obligation of confidentiality at the time of receipt of the Confidential Information from the Disclosing Party.
15.4 Within five (5) days following a request by Disclosing Party, Receiving Party shall (a) return or destroy, as specified by Disclosing Party, all Confidential Information furnished by Disclosing Party; and (b) destroy all written material, memoranda, notes and other writings or recordings whatsoever prepared by it or its representatives based upon, containing or otherwise reflecting the Confidential Information unless Receiving Party is required by law to retain the same.
16. LIMITATION LIABILITY/DISCLAIMERS/NO WARRANTIES
16.1 Nothing in these Terms excludes the liability of Databowl:
(a) for death or personal injury caused by Databowl's negligence; or
(b) for fraud or fraudulent misrepresentation.
16.2 Subject to clause 16.1:
(a) Databowl 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 these Terms; and
(b) Databowl'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 these Terms shall be limited to the total Subscription Fees paid for the Subscriptions during the six (6) months immediately preceding the date on which the claim arose.
16.3 No warranties: To the fullest extent permissible pursuant to applicable law, Databowl, its licensors, affiliates and partners, disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights with respect to the Site or the Services. No advice or information, whether oral or written, obtained by Customer from Databowl or through the Site will create any warranty not expressly stated herein.
16.4 As is/As available/With All Faults: Customer expressly agrees that the use of the Site and the Services is at Customer’s sole risk. The Site and the Services and any third-party media, content, software, Services or applications made available in conjunction with or through the Site or the Services are provided on an "as is" and "as available", "with all faults" basis and without warranties or representations of any kind, either express or implied.
16.5 Service Operation and Content: Databowl, its licensors, affiliates, and partners do not warrant that the Site or the Services or any reference Sites will be uninterrupted, or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected.
16.6 Accuracy: Databowl, its, licensors, affiliates, and partners do not warrant or make any representations regarding the use or the results of the use of the Site, the Services, any third-party advertising or any reference Sites in terms of correctness, accuracy, reliability, or otherwise.
16.7 Harm to Computer: Customer understands and agrees that Customer may use, access, download, or otherwise obtain information, materials, or Data through the Site and or Services or any reference Sites at Customer’s own discretion and risk and that Customer will be solely responsible for any damage to Customer’s property (including Customer’s computer system) or loss of Data that results from the download or use of such material or Data.
17.1 Customer agrees to defend, indemnify and hold harmless Databowl and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (“Claims”) arising out of or relating to: (a) Customer’s and/or its Authorised Users’ breach of the terms of these Terms, including but not limited to any representation or warranty contained herein; (b) Customer’s and/or its Authorised Users’ access to or use of the Site and Services, including without limitation Customer’s and/or its Authorised Users’ or others’ access of content or other materials available by means of the Site and/or the Services, or third party websites, or Customer’s and/or its Authorised Users’ purchasing of goods or services from third parties; or (c) Customer’s and/or its Authorised Users’ postings or provision to Databowl of information or other data.
17.2 The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by Customer and/or its Authorised Users’ of any Claim as to which Customer and/or its Authorised Users’ are required to defend, indemnify or hold harmless the Indemnified Parties (“Indemnified Claim”). Customer and its Authorised Users’ may not settle any Indemnified Claim without the prior written consent of the concerned Indemnified Parties.
17.3 If Databowl takes legal action against Customer and/or its Authorised Users’ for any breach of these Terms and a court makes an award in Databowl’s favour, Customer will be responsible for all costs allowable by the courts (meaning legal costs which Databowl incur, Customer’s and/or its Authorised Users’ own costs and any other costs ordered by the court).
18. FORCE MAJEURE
Databowl shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Databowl or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Databowl’s or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
(i) Each party undertakes to comply with all Data Protection Laws and shall not knowingly cause the other to breach Data Protection Law.
(ii) Databowl will process Customer Personal Data only in accordance with Customer’s documented instructions and not for our Databowl’s own purposes. If Databowl is required to process Customer Personal Data for any other purpose by European Union or Member State law to which it is subject, Databowl shall inform Customer of this requirement before the processing, unless that law prohibits this on important grounds of public interest.
(iii) Databowl will ensure that its personnel who have access to the Customer Personal Data have committed themselves to confidentiality and are aware of and comply with Databowl’s duties and their personal duties and obligations under these Terms.
(iv) Databowl will implement appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Customer Personal Data. A description of those technical and organizational security measures can be found at http://docs.databowl.com/legal/security.html In case of a personal data breach which affects Customer Personal Data, Databowl will notify Customer without undue delay after becoming aware of it.
(v) Customer acknowledges and agrees that Databowl may retain affiliates and other third parties as sub-processors (all together "Sub-Processors") in connection with the provision of the Services having imposed on such Sub-Processors the same data protection obligations as are imposed on Databowl under these Terms. Databowl will be liable to Customer for the performance of the Sub-Processors' obligations. Databowl will inform Customer in advance of any changes concerning the addition or replacement of third party processors.
(vi) Taking into account the nature of the processing, we will assist Customer by appropriate technical and organisational measures insofar as it is possible to fulfill Customer’s obligations to respond to requests from data subjects exercising their rights.
(vii) Taking into account the nature of the processing and the information available to Databowl, Databowl will assist Customer, at Customer’s cost, to ensure compliance with the obligations under the GDPR with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
(viii) Upon termination of this Agreement or upon Customer’s request, Databowl will destroy or return all Customer Personal Data to Customer (unless European Union or Member State law requires storage of the Customer Personal Data).
Databowl will make available to Customer all information reasonably necessary to demonstrate compliance with the obligations laid down in this clause and allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer.
19.3 If Databowl processes any Customer Personal Data on the Customer's behalf:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant Customer Personal Data to Databowl so that Databowl may lawfully use, process and transfer the Customer Personal Data in accordance with these Terms on the Customer's behalf; and
(b) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
20. UPDATES TO TERMS AND CONDITIONS:
20.1 These Terms are subject to occasional revision and updates by Databowl in its sole discretion. If Databowl makes any substantial changes to these Terms, it will notify Customer of the changes by sending Customer an e-mail to the last e-mail address Customer and/or its Authorised Users have provided to Databowl (if any) and/or by prominently posting notice of the relevant changes on the Site.
20.2 Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following dispatch of an e-mail notice to Customer (if applicable) or thirty (30) calendar days following posting of a notice of the relevant changes on the Site. These changes will be effective immediately for new users of the Site or Services.
20.3 Customer is responsible for ensuring that each Authorised User provides the most current e-mail address. In the event that the last e-mail address provided is not valid, or for any reason is not capable of being delivered to Customer’s Authorised Users, dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the relevant changes.
20.4 Continued use of the Site or Services by Customer following notice of such changes shall indicate Customer’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
21.1 Severability: The foregoing paragraphs, sub-paragraphs and clauses of these Terms shall be read and construed independently of each other. Should any part of these Terms or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
21.2 Entire Agreement: These Terms supersede all previous terms or agreements either oral or written relating to the subject matter hereof and sets out all the terms agreed between the parties.
21.3 Waiver: Failure to enforce any accrued rights under these Terms is not to be taken as or deemed to be a waiver of those rights unless such party acknowledges the waiver in writing.
21.4 No Partnership: Nothing in these Terms 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).
21.5 No Third Party Rights: These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.6 Assignment: The Customer shall not, without the prior written consent of Databowl, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms. Databowl may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
21.7 Governing Law and Jurisdiction: These Terms shall be interpreted, construed and enforced in accordance with English law and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims). These Terms has been entered into on the Effective Date.
These Terms were last updated on 11th December, 2018
This General Data Protection Regulation Addendum (" GDPR Addendum") is incorporated by reference into the Customer Agreement. This GDPR Addendum is entered into by and between the Customer (“Data Controller”) and Databowl Limited (“ Data Processor”).
- This GDPR Addendum is supplemental to the Customer Agreement and sets out the terms that apply when Personal Data (as defined below) is processed by Data Processor under the Customer Agreement. The purpose of the GDPR Addendum is to ensure such processing is conducted in accordance with applicable laws, including the Data Protection Law (defined below), and with due respect for the rights and freedoms of individuals whose personal data are processed.
- The Data Processor provides the Databowl Services (as defined in the Customer Agreement) and the Data Controller uses the Databowl Services for the purposes specified in the Customer Agreement. With respect to the Customer Agreement the Data Processor processes Personal Data on behalf of, and as instructed by, the Data Controller.
- This GDPR Addendum details the Parties' rights and obligations related to the scope of the processing of Personal Data. This GDPR Addendum shall apply to all activity within the scope of and related to the Customer Agreement, and in whose context the Data Processor’s employees or subcontractors may come into contact with Data Controller’s Personal Data.
Section 1 - Definitions
Data Protection Law : means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Section 2 - Subject of addendum (Data Processing)
- The scope, extent, duration and nature of the collection, processing and use of Personal Data as well as the types of Personal Data (as defined in the Data Protection Law “Personal Data”) and categories of data subjects are set out in Schedule 1 attached hereto and both the Data Controller and Data Processor shall comply with all applicable requirements of the Data Protection Law.
- The Data Controller selected the Data Processor as a service provider by exercising its duties of diligence under the Data Protection Law. It is the intent of the Parties that the Customer Agreement includes a written mandate within the meaning of the Data Protection Law and govern the Parties’ rights and obligations in the context of data processing.
- To the extent this addendum employs the term “(data) process(ing) (of data),” it refers, in a general way, to the collection, processing and use of Personal Data, including but not limited to obtaining, storing, altering, transmitting, blocking, deleting, using, anonymising, pseudonymising, encrypting or otherwise using data within the meaning of the Data Protection Law.
- Direction means the written instruction issued by the Data Controller to the Data Processor, and directing the latter to perform a specific action with regard to Personal Data (e.g. processing, anonymisation, blocking, deletion, disclosure).
Section 3 - Data Controller’s Rights and Obligations
- The Data Controller is responsible (within the meaning of the Data Protection Law) for the Data Processor’s processing of data. Other than where Data Processor is the only party with a direct relationship with the individuals whose Personal Data is being processed hereunder (“ Data Subjects”), Data Controller shall ensure it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Customer Agreement.
- The Data Controller is entitled to issue supplementary directions at any time regarding the purpose, manner and extent of the processing
- The Data Controller shall ensure that Data Subjects’ rights are observed and should third parties take legal action against the Data Processor on the grounds of data processing, the Data Controller will indemnify the Data Processor in respect of any such claim.
- Prior to the commencement of data processing and in regular intervals thereafter, the Data Controller shall assure itself that the Data Processor has implemented technical and organisational measures to protect the Personal Data.
- The Data Controller will promptly notify the Data Processor if and when it detects errors or irregularities in connection with the Data Processor’s processing of Personal Data.
Section 4 - Data Processor’s Rights and Obligations
- Without prejudice to the generality of Section 1(1), the Data Processor shall, in relation to any Personal Data processed in connection with the performance by the Data Processor of its obligations under the Customer Agreement:
- process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor to process Personal Data ( Applicable Laws). Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
- ensure that it has in place the appropriate technical and organisational measures set out at http://docs.databowl.com/legal/security.html which have been reviewed and approved by the Data Controller, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
- the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer;
- the Data Subject has enforceable rights and effective legal remedies;
- the Data Processor complies with its obligations under the Data Protection Law by providing an adequate level of protection to any Personal Data that is transferred; and
- the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data.
- at the Data Controller’s cost, assist the Data Controller: (i) in responding to any request from a Data Subject; (ii) in responding to requests, investigations or audits by a Data Protection Law supervisory authority or regulator (a “DPA”); and (iii) in complying with any request by Data Controller with respect to ensuring compliance with Data Controller’s obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with DPAs, provided that Data Processor shall notify Data Controller without undue delay should it receive any such request or query from a Data Subject or DPA;
- notify the Data Controller without undue delay on becoming aware of a Personal Data breach;
- at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the Customer Agreement unless required by Data Protection Law to store the Personal Data; and
- maintain complete and accurate records and information to demonstrate its compliance with this Section 4, and allow for audits by the Data Controller or the Data Controller’s designated auditor.
Section 5 - Subcontractors
The Data Controller consents to the Data Processor appointing those parties listed in Schedule 2 as third-party processors of Personal Data under this addendum. The Data Processor confirms that it has entered or (as the case may be) will enter with the third-party processors into a written agreement incorporating terms which are substantially similar to those set out in this clause addendum. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Section 5. The Data Processor will notify the Data Controller in writing, via an appropriate medium, where any new third party sub-processors are used and will give the Data Controller the opportunity to object to the engagement of the new third party sub-processors within 30 days after being notified. The objection must be based on reasonable grounds (e.g. if the Data Controller proves that significant risks for the protection of its Personal Data exist at the third party sub-processor). If the Data Processor and Data Controller are unable to resolve such objection, either party may terminate the Customer Agreement by providing written notice to the other party
Section 6 - Audit Rights
- The Data Processor is obliged to assure compliance with the technical and organisational measures as set out at http://docs.databowl.com/legal/security.html and will allow Data Controller or an independent auditor appointed by Data Controller to conduct audits (including inspections) to verify Data Processor’s compliance with the respective technical and organisational measures.
- The Data Processor may refuse, at its own discretion and taking into account the Data Controller's statutory duties, to disclose certain information that is sensitive with respect to the Data Processor's business or if the Data Processor violated statutory or contractual obligations by disclosing the information. In particular, the Data Controller is not granted access to information on the Data Processor's other business partners, on costs, on quality audit and contract management reports, as well as on any and all other non-public information of the Data Processor not directly necessary in view of statutory audit rights.
Section 7 - Term of Addendum
Except where this addendum expressly stipulates any surviving obligation, the term of this addendum shall follow the term of the Customer Agreement.
Section 8 - Miscellaneous
- This addendum shall constitute a binding part of the Customer Agreement. Unless the foregoing has not been regulated otherwise, the terms of the Customer Agreement shall apply to this addendum accordingly.
- Ancillary agreements must be made in writing. The foregoing shall also apply to the waiver of this mandatory written form.
In the event that individual provisions of this addendum are ineffective, the remaining provisions of the addendum and the Customer Agreement hereof continue in full force and effect.
DATA PROCESSING ACTIVITIES
Subject Matter: Any data supplied to the system by the owner or contractors
Processing Duration: As long as the instance requires
Nature and Purpose of Processing: Cleaning, deduplication, validation, enhancing, forwarding, storing
Categories of Data: Any data supplied to the system such as names, emails, phone numbers, etc
Data Subjects: Leads supplied in to the system
SUBCONTRACTORS - THIRD PARTY PROCESSORS
Party Name and Jurisdiction (in brackets)
Intercom R&D Unlimited Company (Ireland)
Manage customer services
Name, Email, Phone, IP, City, broswer info
Hubspot Ireland Ltd (Ireland)
Manage sales process
Name, Email, Phone, IP, City, broswer info, marketing preferences
Customer support platform
Name, Email, Phone, IP, City, broswer info
Record and collect information about errors/exceptions
Customer Name, Customer Email, IP Address, Browsing environement information
Collect and store application logs
IP Address, URLs
Record browsing sessions
Customer Name, Customer Email, IP Address, Browsing environement information, full browsing session
AWS (USA / Ireland)
Provide services for hosting of the platform
Pusher (USA / Ireland)
Customer Name, IP Address
As instructed by client
Sending and receiving of SMS/Phone calls
As instructed by client
IP Address lookup
Let's Encrypt (USA)
Issuing of SSL/TLS certificates
Customers' domain names
GB Group Plc (UK)
Telephone and Mobile verification
BriteVerify UK LTD (UK)
validate email addresses
Infobip Ltd (UK)
validate phone numbers
Processing of Direct Debit instructions
Customer Name, Customer Address, Customer Email, Payment Information
Processing of card payments
Customer Name, Customer Address, Customer Email, Payment Information
Xero (UK) Limited
Accounting of payments
Customer Name, Customer Address, Customer Email, Payment Information