Partner Agreement Terms and Conditions
Standard v002 May 2023
The agreement is comprised of the following documents (collectively referred to as the Agreement unless expressly stated otherwise). If a conflict arises between any of the following documents, the following order of precedence shall apply:
· the Commercial Terms; and
· these Terms and Conditions.
1 Definitions and Interpretation
1.1 In this Agreement (save where the context otherwise requires) the following words shall have the following meanings:
Advertising and Promotion Fees:
the advertising and promotion fees payable by the Partner to the Service Provider and which are set out in the Commercial Terms;
a day (other than a Saturday, Sunday or bank or public holiday in Ireland or the United Kingdom);
the period from 9.00 am to 5.00 pm (local Irish time) on any Business Day;
the commercial terms setting out the Partner’s order for Services, as agreed between, and signed by, the Parties;
the fee payable by the Partner to the Service Provider for a Transaction, which shall be the amount equal to the Commission Rate multiplied by the Revenues for such Transaction divided by 100;
in respect of each Transaction, the rate (expressed as a percentage) set out in the Commercial Terms;
information in any form or medium whether disclosed orally or in writing before or after the date of this Agreement (together with any reproductions of such information) relating to the business affairs, personnel, finances, systems, processes, methods of operation, plans, products, developments, trade secrets, know how, customers or suppliers of a Party or any member of its group; Personal Data of the Parties and Users (if any); and the terms of this Agreement;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures:
as defined in the Data Protection Laws;
Data Processing Details:
the details of processing, including the list of Sub-processors, which is found in Schedule 1;
Data Protection Laws:
(a) all applicable data protection and privacy legislation in force from time to time in Ireland and the UK, including:
i) the retained EU law version of the General Data Protection Regulations (EU 2016/679 (UK GDPR);
ii) the Data Protection Act 2018 and regulations made thereunder;
iii) Privacy and Electronic Communications Regulations (SI 2003/2426) as amended; and
(b) in Ireland and member states of the European Union the General Data Protection Regulation (EU 2016/679) (EU GDPR) and the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and all relevant member state laws or regulations giving effect to or corresponding with any of them; and
(c) any judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority;
has the meaning given to it in clause 7.2;
any (i) Advertising and Promotion Fees, (ii) Commission set out in the Commercial Terms;
has the meaning given to it in the Commercial Terms;
has the meaning given to it in the Commercial Terms;
the offer page created by the Service Provider as part of the Services, approved by the Partner and hosted on the Service Provider’s Website, which displays the Service Provider Link URL and any applicable Redemption Method;
has the meaning given to it in the Commercial Terms;
a period of three consecutive months, the first Quarter beginning on the Start Date (unless otherwise agreed between the Parties in writing);
the Partner’s sites, details of which are set out in the Commercial Terms, and any future version or replacement of these sites;
any of QR code, discount code, email address, call-back form or other redemption method relating to the Partner’s offers and discounts, as agreed between the Parties;
all applicable laws, statutes, and regulations relating to (i) anti-slavery and human trafficking, including the Modern Slavery Act 2015; and (ii) anti-bribery and anti-corruption, including, as applicable, the Bribery Act 2010 (UK) and the Criminal Justice (Corruption Offences) Act 2018 (Ireland);
in respect of each Transaction, the revenues received by the Partner from the Users, inclusive of any VAT and any other tax;
Service Provider Link URL:
the URL which provides a hyperlink directly to the pages of the Partner’s Website, provided to the Service Provider by the Partner;
Service Provider’s Website(s):
the Service Provider’s site dedicated to the provision of the Services, and any future version or replacement of this site;
the services set out in the Commercial Terms;
has the meaning given to it in the Commercial Terms;
the statement to be provided by the Partner in accordance with clause 3.4;
each of the sub processors set out in the Data Processing Details and any additional or replacement sub processors appointed in accordance with this Agreement;
the Initial Period and any Extended Period;
a contract or a purchase of any products or services offered for sale on the Partner’s Website, which has been entered into by a User who has either (i) clicked through directly to the Partner’s Website from the Offer Page; or (ii) used a Redemption Method;
a person or user who has entered into a Transaction.
1.2 In this Agreement (except where the context otherwise requires):
1.2.1 any reference to a clause, sub-clause, appendix, schedule or party is to a clause, sub-clause, appendix, schedule of or party to this Agreement;
1.2.2 headings are included for convenience only and do not affect the interpretation of this Agreement;
1.2.3 use of the singular includes the plural and vice versa;
1.2.4 use of any gender includes the other genders;
1.2.5 any reference to a person includes natural persons, firms, partnerships, companies, corporations, associations, and organisations;
1.2.6 any reference to a person includes that person’s legal personal representatives, successors, and assignees;
1.2.7 subsidiary and holding company have the meanings given to them in the Companies Act 2014;
1.2.8 all references to a statute shall be construed as including references to:
(a) any statutory modification, consolidation or re-enactment (whether before or after the date of this Agreement) for the time being in force;
(b) all statutory instruments or orders made pursuant to that statute;
(c) any statutory provisions of which it is a consolidation, re-enactment or modification;
1.2.9 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression is illustrative only and does not limit the sense of the words preceding those terms.
2.1 The Service Provider agrees, in exchange for the payment of Advertising and Promotion Fees, to (i) create an Offer Page displaying the Service Provider Link URL and Redemption Method, and (ii) to advertise such Offer Page on the Service Provider’s Website pages. As a result of such advertisement, Users may carry out Transactions, for which the Partner shall, if agreed in the Commercial Terms, pay a Commission to the Service Provider.
2.2 The Service Provider shall perform the Services and the Partner shall pay the Advertising and Promotion Fees and Commission (as applicable), each as set out in the Commercial Terms and in accordance with this Agreement.
2.3 The Service Provider will provide the Services in accordance with a time schedule to be agreed in writing between the Parties.
2.4 Subject to the Service Provider performing the Services in accordance with good industry practice, the Service Provider shall be entitled to provide the Services in the manner of its choosing.
2.5 The Partner shall ensure that, throughout the Term, Users receive offers and discounts which exceed publicly available offers and discounts in terms of value received.
2.6 The Service Provider does not guarantee that any Transactions or other contracts will be concluded between the Users and the Partner. The Service Provider is not liable for Users’ solvency or their contractual conduct in relation to the Transactions (if any).
2.7 Nothing shall prevent the Service Provider from entering into discussions or agreements during the Term to provide services to any third party which are similar to the Services.
2.8 The Service Provider shall have no authority, and shall not hold itself out, as being authorised to negotiate or conclude contracts on behalf of the Partner, or otherwise bind the Partner or act as its agent in any way, and shall not do any act which might reasonably create the impression that the Service Provider is so authorised.
3 Fees, statement and Payment
3.1 The Partner shall pay all invoices for the Fees within the Payment Period.
3.2 The Advertising and Promotion Fees shall be paid by the Partner either at the date of signature of this Agreement or at the end of each Quarter, as agreed in the Commercial Terms.
3.3 Where the Commercial Terms provide for the payment of a Commission with regards to Transactions, clauses 3.4 to 3.5 shall apply.
3.4 The Partner shall provide a statement (the Statement) to the Service Provider promptly and within 5 Business Days of the end of each month (or Quarter, as agreed in the Commercial Terms) which shall include the total number and value of the Transactions and the calculation of the Commission due to the Service Provider.
3.5 The Service Provider shall review the Statement and shall invoice the Partner for the Commission set out therein, unless the Service Provider disputes the content of the Statement in which event the Service Provider shall invoice the Partner for the undisputed element of the Commission and give the Partner a separate statement setting out the Service Provider’s calculation of the Commission payable in respect of the previous month (or Quarter, as applicable). The Parties shall cooperate in good faith to resolve the dispute over the invoice amicably and promptly.
3.6 All Fees shall be payable to the Service Provider in the currency specified in the Commercial Terms.
3.7 Unless otherwise specified in this Agreement, all sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be for the account of the payor and added to the sum in question.
3.8 If the Partner fails to make any payment due to the Service Provider under this Agreement by the due date for payment then, without limiting the Service Provider’s remedies under this Agreement, the Service Provider shall have the right to:
3.8.1 charge interest on the overdue amount at the rate of 2 per cent per annum above the then current Bank of England base rate accruing on a daily basis, from the due date for payment until the date of actual payment of the overdue amount, whether before or after judgment; and
3.8.2 suspend provision of the Services in whole or in part, including deactivating the Offer Page from the Service Provider’s Website (including the Service Provider Link URL), until payment has been made.
3.9 Suspension of the Services in accordance with clause 3.8.2 does not constitute a breach of this Agreement by the Service Provider, and the Fees shall continue to accrue unless or until the effective date of termination in accordance with this Agreement.
3.10 The Partner shall keep separate accounts and records giving correct and adequate details to support the Statement. The Partner shall permit the duly appointed representatives of the Service Provider at all reasonable times to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records shall belong to the Partner.
4 Obligations of the Partner
4.1 The Partner shall at all times act in good faith towards the Service Provider.
4.2 The Partner undertakes that the Service Provider Link URL on the Offer Page will link directly to the Partner’s Website.
4.4 The Partner grants the Service Provider a non-exclusive, royalty free, non-transferable licence for the duration of the Term, for the purposes of the provision of the Services:
4.4.1 to display on the Service Provider’s Website the Partner’s logos, banners and other Partner content as agreed between the Parties;
4.4.2 to display a link on the Offer Page of the Service Provider’s Website to the Partner’s Website via the Service Provider Link URL; and
4.4.3 to use, and sublicence to Users the use of, the Service Provider Link URL.
4.5 The Partner agrees to be responsible to the Users for (i) the content of any offers displayed on the Offer Page; and (ii) all liability arising out of the provision of the Partner’s services to the Users.
5.1 Each Party shall treat the Confidential Information of the other Party as confidential and not disclose or use it other than for the purposes of this Agreement or as required by law.
5.2 The foregoing provision shall not prevent the disclosure or use by either Party of Confidential Information (i) to its employees, subcontractors or professional advisers who need to know such information for the purposes of this Agreement, provided they are subject to equivalent obligations of confidentiality to those contained in this clause; (ii) which was in the lawful possession of the receiving Party prior to disclosure under this Agreement, which is or becomes public knowledge other than by breach of this clause, or is independently developed; or (iii) if required to do so by law or by any public, governmental, supervisory or regulatory authority or by any legally binding order of any court or tribunal.
5.3 On termination or expiry of this Agreement, each Party shall (unless required otherwise by law or a regulatory authority) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on Confidential Information.
5.4 This clause 5 shall survive termination of this Agreement.
6 Data Protection
6.1 Both Parties acknowledge and agree that they will, at all times during the Term of this Agreement, comply with all applicable requirements of the Data Protection Laws in relation to the performance of their obligations under this Agreement.
6.2 The Parties agree not to share or transfer any Personal Data, save as provided in clauses 6.3 and 6.4.
6.3 Where a User uses a call-back form set out on the Offer Page as a Redemption Method, the provisions of Schedule 1 shall apply, and the Parties agree that the Partner is the Controller and the Service Provider is the Processor with regards to any transfer of Personal Data.
6.4 Where the Service Provider processes the contact details of the Partner’s representatives in connection with the administration of this Agreement and the Services, it does so as a Controller.
6.5 Without prejudice to the generality of clause 6.1, the Partner will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data for the duration and purposes of this Agreement.
7 Term and Termination
7.1 This Agreement shall start on the Start Date. Unless terminated earlier in accordance with its terms, this Agreement shall continue for the Initial Period, subject to the provisions of clauses 7.2 and 7.3.
7.2 Where the Commercial Terms provide for a Commission to be paid for Transactions, this Agreement shall automatically extend for another 12 months (an Extended Period) at the end of the Initial Period, provided that:
7.2.1 the Service Provider shall be entitled to review the Fees applying during the Extended Period, by giving to the Partner prior written notice not less than one month prior to the end of the Initial Period; and
7.2.2 either Party may terminate the Agreement on giving prior written notice to the other Party which shall be not less than the Notice Period and which shall coincide with the end of the Initial Period.
7.3 Where the Commercial Terms provide for no Transaction or Commission, this Agreement shall terminate at the end of the Initial Period and may, at the request of either Party, extend for an Extended Period, provided that both Parties agree to such Extended Period and to a revision of the Fees applying thereto.
7.4 The Service Provider may give written notice of not less than the Notice Period to the Partner to terminate this Agreement at any time, provided that it shall reimburse to the Partner the portion of the Advertising and Promotion Fees which relates to the remainder of the Initial Period (or Extended Period, as the case may be) from the date of termination.
7.5 Without limiting its other rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
7.5.1 the other Party commits a material breach of this Agreement (which shall include, for the avoidance of doubt, failure by the Partner to pay amounts due on the payment due date) and fails to remedy that breach (if capable of remedy) within 30 days of receipt of a notice requiring to do so; or
7.5.2 the other Party ceases, or threatens to cease, to carry on all or substantially the whole of its business, goes into liquidation or becomes bankrupt or makes any arrangement or composition with its creditors, or takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
8 Consequences of Termination
8.1 Other than as set out in this Agreement, neither Party shall have any further obligation to the other under this Agreement after its termination.
8.2 Termination of this Agreement, howsoever arising, shall not affect:
8.2.1 the continuation in force of clause 3 and the Partner’s obligation to pay the Fees to the Service Provider in accordance with it; and
8.2.2 the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
8.3 Any provision of this Agreement which expressly or by implication is intended to continue in force on or after termination of this Agreement shall remain in full force and effect.
9.1 Nothing in this Agreement shall limit or exclude either Party’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other liability which cannot be excluded or limited by applicable law.
9.2 Subject to clause 9.1 neither Party shall in any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for:
9.2.1 loss of profit, loss of enjoyment, depletion of goodwill, loss of anticipated savings, loss of goods, loss of contract, in each case whether direct, indirect or consequential; or
9.2.2 any indirect or consequential loss;
arising under or in connection with this Agreement.
9.3 Subject to clauses 9.1 and 9.2, each Party’s aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall in no circumstances exceed the amount of Fees paid or payable by the Partner to the Service Provider in the prior twelve (12) months.
10 force majeure
10.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure to perform results from events, circumstances or causes beyond its reasonable control (save that no such events affecting the Partner shall excuse failure or delay in making any payment due under this Agreement). The time for performance shall be extended accordingly.
10.2 If the period of delay or non-performance continues for a period of 90 days, the Party not affected may terminate this Agreement by no less than 30 days written notice to the affected Party.
11.1 In addition to its obligations under clause 3.10, the Partner shall maintain true, correct, and identifiable records and accounts of all business and transactions effected pursuant to this Agreement, including any Transactions. The Service Provider shall have the right up to once in any 12-month period, on ten (10) Business Days’ prior written notice to the Partner, during normal Business Hours, at the Partner’s cost, to audit the premises, books and records of the Partner to verify the Partner’s compliance with the provisions of this Agreement.
11.2 The Service Provider’s internal audit department or its external auditors or any combination thereof may conduct or assist in any such audit. The Partner shall provide such assistance as the Service Provider may reasonably require in respect of such audit.
12.1 Each Party shall comply with all applicable laws, including the Relevant Requirements.
12.2 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided) are not exclusive of any rights or remedies provided by law.
12.3 Except as set out in this Agreement, all warranties, clauses and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
12.4 Nothing in this Agreement shall be construed as establishing or implying any partnership, joint venture, or any relationship of employment or of principal and agent between the Parties, and neither Party shall, without the prior consent of the other Party, hold itself as in any way authorised to bind the other Party.
12.5 The Partner shall not assign or transfer any of its rights or obligations under this Agreement without the Service Provider’s prior written consent, which shall not be unreasonably withheld or delayed. The Service Provider shall be entitled to assign or transfer absolutely or by way of security (and in whole or in part), its rights or obligations hereunder. Notwithstanding any such assignment, the Service Provider shall remain liable for all its obligations hereunder.
12.6 No variation of this Agreement shall be valid unless made in writing and signed by an authorised representative on behalf of each of the Parties.
12.7 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
12.8 Except where expressly stated, a person who is not a Party to this Agreement shall not have any rights to enforce any term of this Agreement.
13 Entire Agreement
13.1 This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement.
14.1 Any notice given under or pursuant to this Agreement shall be in writing and (i) delivered by hand or sent by pre-paid first class post or other next working day delivery service to the address set out at the head of this Agreement for the attention of the Chief Executive (or as otherwise notified by that Party in accordance with this clause 14) or (ii) sent by email to the addresses set out in the Commercial Terms (or an address substituted in writing by the Party to be served).
14.2 Any such notice shall be deemed to have been received:
14.2.1 if delivered by hand, at the time the notice is left at the proper address; and
14.2.2 if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; and
14.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
15.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.
15.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.
16 Governing Law and Jurisdiction
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland, and the Parties irrevocably submit to the exclusive jurisdiction of the Irish courts in respect of any such dispute or claim.
SCHEDULE 1 – DATA PROTECTION AND DATA PROCESSING DETAILS
Instructions and details of processing
1.1. Insofar as the Service Provider processes Personal Data on behalf of the Partner:
1.1.1. subject to clause 1.1.3 of this Schedule, the Service Provider shall (and shall ensure each of its Sub-processors shall) process the Personal Data only on and in accordance with the Partner’s documented instructions as set out in this clause 1 and Data Processing Details, and as updated from time to time by the written agreement of the parties (together Processing Instructions);
1.1.2. The Service Provider shall promptly inform the Partner, if, in the Service Provider’s opinion, any of the Processing instructions infringe any of the Data Protection Laws;
1.1.3. if any Service Provider Laws require it to process Personal Data other than in accordance with the Processing Instructions, the Service Provider shall notify the Partner of any such requirement before processing the Personal Data (unless any of the Service Provider Laws prohibit such information on important grounds of public interest); and
1.1.4. the Service Provider shall make available to the Partner all information reasonably necessary to demonstrate its compliance with the provisions of Article 28 EU GDPR (and where applicable, Article 28 UK GDPR).
Service Provider personnel
1.2. The Service Provider shall ensure that all Service Provider Personnel processing Personal Data:
1.2.1. are subject to obligations of confidentiality which apply, generally or specifically, to the Personal Data; and
1.2.2. are reliable and have received appropriate training on compliance with the Data Protection Laws.
Security of Personal Data
1.3. The Service Provider shall implement and maintain, at its cost and expense (taking into account those factors which it is entitled to take into account pursuant to the Data Protection Laws) appropriate technical and organisational measures in relation to the processing of Personal Data by the Service Provider so as to ensure a level of security in respect of the Personal Data processed by it is appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
1.4. In respect of any Personal Data Breach, the Service Provider shall:
1.4.1. notify the Partner of the Personal Data Breach without undue delay (and in any event within 48 hours after becoming aware of the Personal Data Breach); and
1.4.2. provide the Partner without undue delay (and in any event within 48 hours after becoming aware of the Personal Data Breach) with such details as the Partner reasonably requires regarding:
22.214.171.124. the nature of the Personal Data Breach, including the categories and approximate numbers of Data Subjects and Personal Data records concerned; and
126.96.36.199. any measures taken, or that the Service Provider recommends, to address the Personal Data Breach, including to mitigate its possible adverse effects,
188.8.131.52.1. provided that (without prejudice to the above obligations) if the Service Provider cannot provide all these details within such timeframes, it shall (before the end of this timeframe) provide the Partner with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased), and give the Partner regular updates on these matters;
1.4.3. taking into account the nature of processing and the information available to the Service Provider, provide such assistance as the Partner reasonably requests to enable the Partner to comply with its obligations pursuant to the Data Protection Laws in connection with the Personal Data Breach.
International Data Transfer
1.5. The Service Provider may only transfer any Personal Data to an organisation outside both the United Kingdom and the European Economic Area (EEA) (an International Recipient) if the Partner has consented to the transfer and to the mechanism of the transfer in writing (such consent not to be unreasonably withheld) or if such transfer is to a member of the Service Provider Group.
1.6. If the Service Provider does transfer any Personal Data to an International Recipient, the Service Provider shall do so under the following conditions:
1.6.1. the Personal Data is being processed in a territory which is subject to an adequacy decision;
1.6.2. the Service Provider has implemented appropriate safeguards in accordance with Article 46 EU GDPR (and where applicable Article 46 UK GDPR), such as by implementing an International Data Transfer Agreement or EU Standard Contractual Clauses made available by the European Commission or relevant Supervisory Authority from time to time; or
1.6.3. pursuant to the derogations set out in Article 49 EU GDPR (and where applicable Article 49 UK GDPR).
1.7. For the avoidance of doubt, by signing this Agreement, the Partner consents to the transfer of Personal Data to the International Recipients which are listed as Sub-processors in the Data Processing Details at the Start Date.
Using other processors
1.8. Subject to clauses 1.7 and 1.9 of this Schedule, the Service Provider shall not engage another Data Processor for carrying out any processing activities in respect of the Personal Data without the Partner’s prior written consent.
1.9. The Partner consents to the appointment of the Third-Party Providers and the Sub-processors and the processing of Personal Data by each of them in accordance with the Data Processing Instructions. In the event that the Service Provider proposes to change the identity of, or appoint a new, Data Processor (in addition to the Sub Processors) and that Data Processor will be Processing the Personal Data (a “New Sub Processor”):
1.9.1. the Service Provider shall give the Partner not less than 20 Business Days prior written notice of the intended appointment of the New Sub Processor, including reasonable information on the identity and location of the New Sub Processor and the nature of the Processing;
1.9.2. the Partner may object to the appointment of the New Sub Processor within 20 Business Days of receipt by the Partner of the notice referred to in clause 1.9.1 of this Schedule on the grounds that the Partner reasonably believes that the appointment of the New Sub Processor will have an adverse impact on the protection afforded to the Personal Data;
1.9.3. if the Partner raises objections in accordance with clause 1.9.2 of this Schedule the Service Provider shall not appoint (or disclose any the Personal Data to) the New Sub Processor to process the Personal Data until the Service Provider and the Partner have agreed on reasonable steps to address the objections raised by the Partner (including, where necessary) by the Service Provider providing additional information;
1.9.4. in the event that no such reasonable steps can be agreed between the Partner and the Service Provider within 40 Business Days from the Service Provider’s receipt of the Partner’s notice, then the Service Provider shall either:
184.108.40.206. continue to process the Personal Data but shall not engage the New Sub Processor for such purpose; or
220.127.116.11. shall notify the Partner that it is unable to process the Personal Data without using the New Sub Processor in which event, notwithstanding anything in the Agreement, the Partner may by written notice to the Service Provider with immediate effect terminate the Agreement to the extent that it relates to the Services which require the use of the New Sub Processor;
1.9.5. if the Partner does not object within the time period identified in clause 1.9.2 of this Schedule, or where the Partner withdraws its objection, the Service Provider may appoint the New Sub Processor immediately.
1.10. Where the Service Provider engages a sub processor to carry out activities which involve the processing of Personal Data the Service Provider shall:
1.10.1. carry out appropriate due diligence of such sub processor;
1.10.2. engage such sub processor on written terms which comply with the Data Protection Laws; and
1.10.3. remain fully liable to the Partner for the sub processor’s failure to fulfil its obligations in relation to Personal Data.
1.11. Each party shall promptly inform the other party if it receives a Complaint and provide the other party with full details of such Complaint.
Assistance with Partner’s Compliance with Data Subject Rights
1.12. The Service Provider shall:
1.12.1. taking into account the nature of the processing, assist the Partner by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Partner’s obligation to respond to Data Subject’s Requests;
1.12.2. record and then refer all Data Subject Requests it receives to the Partner, without undue delay (and in any event within 48 hours of receipt);
1.12.3. provide such assistance to the Partner as the Partner reasonably requests in relation to a Data Subject Request; and
1.12.4. not respond to any Data Subject Request without the Partner’s prior written approval.
1.13. Without prejudice to clause 1.1 of this Schedule, the Service Provider shall, at its cost and expense, provide such assistance to the Partner as the Partner reasonably requires (taking into account the nature of processing and the information available to the Service Provider) in ensuring compliance with such obligations as apply to the Partner under Data Protection Laws, with respect to:
1.13.1. security of processing;
1.13.2. Data Protection Impact Assessments (as such term is defined in the Data Protection Laws); and
1.13.3. prior consultation with a Supervisory Authority regarding high risk processing.
Deletion or return of Personal Data
1.14. At the end of the provision of the Services and the provision of information pursuant to the Exit Management Plan, the Service Provider shall without delay, securely delete all of the Personal Data unless:
1.14.1. storage of any data is required by Service Provider Laws and, if so, the Service Provider shall inform the Partner of any such requirement); or
1.14.2. the Service Provider requires storage of any data for the establishment, exercise or defence of legal claims.
Records, Information and Audit
1.15. The Service Provider shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Partner.
1.16. The Service Provider shall make available to the Partner on request in a timely manner copies of the records under clause 1.15 of this Schedule.
1.17. The Service Provider shall allow for and contribute to audits, including inspections, conducted by the Partner or its auditors, for the purpose of demonstrating compliance by the Service Provider with its obligations under Data Protection Laws and under clause 1 of this Schedule.
1.18. The Partner acknowledges that the Service Provider is reliant on the Partner for direction as to the extent to which the Service Provider is entitled to use and process the Personal Data. Consequently, the Service Provider will not be liable for any claim brought by a Data Subject arising from any action or omission by the Service Provider to the extent that such action or omission resulted from the Partner’s instructions or from the Partner’s failure to comply with Data Protection Laws or its obligations under this Agreement.
1.19. The Partner shall establish the legal basis under Data Protection Laws for the processing of the Personal Data by the Service Provider for the delivery of the Services (including, in the absence of any other legal basis, all necessary consents).
1.20. Where the Partner or any User uses or accesses the Services from outside both the UK and the EEA (Relevant Jurisdiction), it shall be the Partner’s responsibility to ensure that any use of or access to the Personal Data outside both the UK and the EEA and any transfers of such Personal Data to the UK or the EEA complies with the provisions of the Data Protection Laws and all laws relating to data protection in the Relevant Jurisdiction.
Anonymization of Personal Data
1.21. The Service Provider may carry out analysis on the data it receives from its customers in an aggregated and anonymised form and use it for statistical, research and/or benchmarking purposes. When anonymised and aggregated it no longer identifies a person or the Partner’s Users and therefore no longer constitutes Personal Data.
1.22. Clause 1 of this Schedule shall survive termination of the Agreement.
DATA PROCESSING DETAILS
The following table sets out the information which the Service Provider is legally obliged to provide as Data Processors of the Users’ Personal Data where the Partner is the Data Controller.
Nature & Purpose*
Type of Personal Data**
Categories of Data Subject
Provision of advertising and promotion services.
Providing the advertising and promotion services outlined in the Agreement.
For the duration of any order or agreement.
Personal Data is processed for the purposes of the provision of the Services provided under agreement between the Parties.
first name; last name; email address.
The Users – employees of the Service Provider’s customer/customer group.
* The types of processing activities may include any of the types of activities listed as examples in Article 4 of the EU GDPR or UK GDPR.
** A fully detailed list is also available to the Partner when the parties work on the data input specification documentation during implementation of the Services.
The Service Provider uses certain sub-processors in order to assist it in providing the Services, as well as to collect data via the call-back forms on behalf of the Partner (acting as controller) which are used as a redemption method under the Partner Agreement, which are set out in partner-agreement-sub-processors-002.pdf.