Terms and Conditions

1. Agreement

1.1 These are the Terms and Conditions for DataPA Limited, a company incorporated in Scotland (registered number SC191898) with registered office at 14 Albany Street, Edinburgh, EH1 3QB and trading as inmydata ("Supplier").

1.2 These Terms and Conditions together with the Services Confirmation form the agreement between the Supplier and the Customer for the provision of the Services ("Agreement").

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions.

ADAU: the average daily active users, calculated by summing the Daily User Count for a month and dividing by the number of days in that month. Where ADAU is used to calculate Fees, we reserve the right to impose a minimum ADAU figure of 2 and/or increase the ADAU figure (and so the Fees) so the usage by the customer adheres to our Fair Usage Policy.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in Clause 3.

Business Day: a day other than a Saturday, Sunday or public holiday in Scotland when banks in Scotland are open for business.

Confidential Information: information that is proprietary or confidential, or is either clearly labelled as such or identified as Confidential Information.

Customer: means the person or organisation who purchases Services from the Supplier as set out in the Services Confirmation.

Customer Data: the data inputted by the Customer or the Supplier on the Customer's behalf for the purpose of using the Services.

Daily User Count: the number of distinct user accounts that are accessed in one day.

Data Protection Legislation: the Data Protection Act 2018, GDPR (while applicable within the UK) and all other applicable laws and regulations relating to the processing of Personal Data.

Data Request: means a process as part of the Services to read Customer Data that is actioned as the result of an action performed by the Customer.

Documentation: the document made available to the Customer by the Supplier online or as otherwise notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: date of last signature to the Agreement.

Fair Usage: means usage of the Services should not exceed the following limits: no more than the licensed ADAU count multiplied by 15 hours processing newly published Customer Data a month, no more than the licensed ADAU count multiplied by 10,000 Data Requests a month, no more than the licensed ADAU count multiplied by 100,000 address searches per month, the Customer Data should take up no more than the licensed ADAU count multiplied by 1.5 GB in storage space on the Services platform, no more than the licensed ADAU count multiplied by 40 questions per month asked of inmydata copilot.

Fees: the fees payable by the Customer to the Supplier as set out in the Services Confirmation.

GDPR: the General Data Protection Regulation ((EU) 2016/679).

Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 9.00am to 5.00pm GMT, each Business Day.

Services: the services provided by the Supplier to the Customer under the Agreement as more particularly described in the Documentation.

Services Confirmation: means, where the Agreement is formed offline, the services confirmation to which these Terms and Conditions are attached, and where the Agreement is formed online, the web page containing Customer and Services information where the Terms and Conditions are accepted to form the Agreement.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Period: means the period identified as such in the Services Confirmation.

Term: has the meaning provided at Clause 14.1.

Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3. Authorised Users

3.1 Subject to the Customer paying the Fees, the restrictions set out in this Clause 3 and the other terms and conditions of this agreement, the Supplier now grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Term solely for the Customer's internal business operations.

3.2 In relation to Authorised Users the Customer undertakes that:

3.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number stated in the Services Confirmation or otherwise agreed in writing with the Supplier;

3.2.2 Authorised Users shall keep passwords for the use of the Services secure;

3.2.3 it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish compliance with this Clause 3.2. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

3.2.4 if any of the audits referred to in Clause 3.2.3 reveal that the Customer has underpaid Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

3.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.3.2 facilitates illegal activity;

3.3.3 depicts sexually explicit images;

3.3.4 promotes unlawful violence;

3.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

3.3.6 is otherwise illegal or causes damage or injury to any person or property;

and the Supplier 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.

3.4 The Customer shall not:

3.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

3.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services or the Documentation;

3.4.3 use the Services or Documentation to provide services to third parties;

3.4.4 subject to Clause 21, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except other than as provided by this Clause 3, or

3.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 3.

3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3.6 The rights provided under this Clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Services

4.1 The Supplier shall provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

4.3 The Supplier will, as part of the Services provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

5. Company Data

5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the Supplier's archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).

5.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor (where "Controller", "Processor", "Data Subject" and "Personal Data" have the meanings as defined in the Data Protection Legislation).

5.4 The scope, nature and purpose of processing by the Supplier is in relation to the provision of the Services. The type of Personal Data will be set out in the Customer Data and the categories of Data Subjects are any individuals that may be referred to within the Customer Data. The duration of the processing is that of the Supplier's standard retention period as set out in the Supplier's Privacy Policy as amended from time to time.

5.5 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Agreement.

5.6 The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Agreement:

5.6.1 process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data ("Applicable Laws");

5.6.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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;

5.6.3 ensure that all personnel who have access to or process Personal Data are obliged to keep the Personal Data confidential;

5.6.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(1) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(2) the Data Subject has enforceable rights and effective legal remedies;

(3) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(4) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

Support Services

For details on our support response times and priority definitions, please see our Support Services Policy.

Contact

For questions about these Terms and Conditions, please contact us at privacy@datapa.com.