Platform terms and Conditions

WHERE AN INDIVIDUAL IS ACCEPTING THE STATEMENT OF WORK, THE CUSTOMER CONFIRMS THAT THE INDIVIDUAL IS DULY AUTHORISED TO ACCEPT THE STATEMENT OF WORK ON BEHALF OF THE CUSTOMER AND BIND THE CUSTOMER AS A PARTY TO IT.

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS.

1. Definitions

1.1. In these Terms and Conditions, unless the context otherwise requires, the following words and expressions have the following meanings:

“Affiliates” means entities which are controlled by, which control or which are under common control with the Customer;

“Agreed Staff” means members of the Supplier’s staff who shall be part of the Supplier’s ‘Customer Success’ Team assigned to the Customer and who shall work in relation to the Service. The number of Agreed Staff and the number of hours which shall be devoted by the Agreed Staff to the Service each week during the Term shall be set out in the Statement of Work.

“Agreement” has the meaning given to it in the Statement of Work.

"Authorised Users" means the Persons identified by the Customer to the Supplier from time to time and authorised by the Customer to use the Service.

"Business Day" means a day other than a Saturday, a Sunday, or any other public holiday in England.

“Commencement Date” means the date on and from which the Customer’s Authorised Users shall have access to the Supplier’s EngageTech market intelligence database, as agreed and set out in the Statement of Work.

"Confidential Information" means:

(a) information that is proprietary or confidential to either Party and is clearly labelled as such; and

(b) details of the Service, and the results of any performance tests of the Service, which is the Supplier's Confidential Information.

“Customer” means the customer for the Service identified in the Statement of Work.

"Data" means any and all of the data on the Supplier’s EngageTech market intelligence database to which the Customer has access via the Service.

"Effective Date" is defined in Clause 3.1.

“End Date” means the date, if any for the Service to end, unless the Parties agree to extend it. The End Date, if any, is set out in the Statement of Work.

“Extension Notice Period” means the minimum period of notice, which the Supplier requires from the Customer, in writing, should the Customer wish for the Service to be extended, on these Terms and Conditions, beyond the End Date, if any. The Extension Notice Period is set out in the Statement of Work.

“Features” are listed and defined at clause 21.

“Force Majeure” means any event and circumstance beyond a Party’s reasonable control, including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (excepting one involving the relevant Party’s employees),internet service provider failure or delay, a failure caused by an application which is not the responsibility of the relevant Party or a denial of service attack.

"Governmental Authority" means

(a) any national, local, or foreign government, and any political subdivision of any of them,

(b) any agency of any such government or political subdivision,

(c) any self-regulated organisation or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

“Insight” means a business whose details are supplied by the Supplier to the Customer through its market intelligence database or otherwise. The Supplier may or may not undertake to supply a minimum number of Insights to the Customer over a specified period of time in the Statement of Work.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

“Party” and “Parties” The Supplier and the Customer shall each be a “Party” and, together the “Parties”.

"Permits" means all material licences, franchises, permits, certificates, approvals, and authorisations, from Governmental Authorities necessary for the ownership and operation of the Party's business.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organisation, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Service" is the service defined in the Statement of Work and to which these Terms and Conditions relate.

“Statement of Work” means the document drawn up by the Supplier and signed/accepted by the Customer, which specifies the Service and the Subscription Fees and other variables and which forms part of the Agreement, together with these Terms and Conditions and the Schedules.

“Subscription Fee” is defined in the Statement of Work.

“Supplier” is identified in the Statement of Work and means EngageTech Ltd, a registered company, No. 7229376 with its principal place of business at 1^stFloor, 24 Southwark Bridge Road, London SE1 9HF

“Support” is defined in Clause 6.

“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a Party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

“Term” is defined in Clause 3.5.

“Terms and Conditions” means these standard terms and conditions and the schedules referred to herein.

“Termination Notice Period” means the minimum period of notice which the Customer must give to the Supplier if the Customer wishes to terminate the Agreement by choice, in accordance with Clause 17.3. The Termination Notice Period is specified in the Statement of Work.

1.2. In addition to the capitalised words above, other capitalised words used in these Terms and Conditions, are defined in the Statement of Work, other clauses, and in the Schedules.

1.3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4. Words imparting the singular number shall include the plural and vice versa.

1.5. References to any gender shall include the other gender.

2. Grant of Licence to Access and Use Service

‍The Supplier hereby grants to the Customer, including to all the Customer’s Authorised Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access the Supplier’s market intelligence database and to make use of its content, for the Customer’s internal business operations, according to these Terms and Conditions.

3. Term

3.1. The Agreement shall come into effect on the date as set out in the Statement of Work identifying “EngageTech” as a service to be supplied by the Supplier (the “Effective Date”).

3.2. On or as soon as practicable after the Effective Date, the Supplier shall begin the set-up process to provide the Customer with access to its market intelligence database. Access shall be available on and from the Commencement Date set out in the Statement of Work.

3.3. Unless terminated in accordance with Clause 17 of these Terms and Conditions or Paragraph 2 of Schedule 1, the Agreement shall endure until the End Date or, if no End Date is set in the current Statement of Work, indefinitely.

3.4. If an End Date is set in the current Statement of Work but the Customer wishes for the Service to be extended beyond the End Date, on these Terms and Conditions, the Customer must observe the Extension Notice Period, set out in the Statement of Work.

3.5. The “Term” of the Agreement above shall be the sum period between the Effective Date and the date on which it is terminated in accordance with Clause 3.3 or Clause 17 of these Terms and Conditions or Paragraph 2 of Schedule 1.

4. Subscription Fees

4.1. For the duration of the Term, the Customer shall pay the Supplier an advance quarterly Subscription Fee. The Subscription Fee is set out in the Statement of Work. The Parties shall agree any alteration of Subscription Fee and record their agreement in writing from time to time. Payment of the Subscription Fee shall either:

4.1.1. entitle the Customer to access the Service on a limited number of occasions over the relevant period; or

4.1.2. entitle a limited list of the Customer’s Authorised Users to make unlimited use the Service over the relevant period.

5. Late Payments

5.1. If, after 21 days, the Supplier has not received payment it will provide further written notice of this. After a further 7 days from this point, failure to pay an invoice will result in the Supplier suspending the Service.

5.2. Interest on any outstanding payments shall be charged daily at a rate equal to the base rate of the National Westminster Bank PLC.

6. Support

6.1. The Service shall include the following Support:

6.1.1. telephone/online helpdesk facility, during the Supplier's normal business hours (9am-5pm GMT, Mon-Friday). (Failure to provide such support will be treated at Fault Severity Level 1, for the purpose of service credits at clause8);

6.1.2. updates for security and bug fixes, as and when necessary;

6.1.3. updates to add improvements to the Service, at least every 3months;

6.1.4. scheduled and unscheduled system maintenance; and

6.1.5. planned review meetings between the Supplier and the Customer, either online or by telephone conference or in person

6.2. Support does not include new feature requests. These will be prioritised, costed and commissioned (by the Supplier) on a rolling basis.

7. Service Levels

7.1. Applicable Levels. the Supplier shall make commercially reasonable efforts to provide System Availability of at least 98% during the subscription period.(Failure to provide such System Availability will be treated at Fault Severity Level 2, for the purpose of service credits at clause 8.)‍

7.2. System Availability

7.2.1. Definition. "System Availability" means the percentage of time in the subscription period when the key components of the Service are operational.

‍7.2.2. Not Included in "System Availability. "System Availability" will not include any downtime resulting from:

a) scheduled system maintenance,
b) events of Force Majeure
c) malicious attacks on the system,
d) issues associated with the Customer's computing devices, local area networks or internet service supplier connections, or
e) the Supplier's inability to deliver services because of the Customer's acts or omissions.

7.3. Scheduled System Maintenance

The Supplier shall:

7.3.1. provide the Customer with advance electronic notice of proposed system maintenance; and

7.3.2. take the Service offline for the scheduled system maintenance (though the time taken by the scheduled system maintenance shall not count as System Availability).

8. Service Credits

8.1. If the Supplier fails to provide the Support in accordance with the provisions of clause 6 or the System Availability in accordance with the provisions of clause 7, the Customer shall become entitled to the Service Credit specified in the table set out below corresponding to the relevant Fault Severity Level, on submitting a written claim for such Service Credit, provided that the relevant fault or other problem relating to the Software was not caused by the Customer and did not result from a cause outside the Supplier's control and was promptly notified to the Supplier.

Fault Severity Level‍

Service Credit

An amount equal to 3.5% of the monthly value of the current Subscription Fee for each occasion on which the Supplier fails to provide the helpdesk facility during normal business hours.
An amount equal to 2% of the monthly value of the current Subscription Fee for every 1% below the agreed level of System Availability which is recorded during the subscription period.‍

8.2. The Parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by the Customer and not a penalty.

8.3. The provision of a Service Credit shall be an exclusive remedy to the Customer for a particular failure by the Supplier.

8.4. Service Credits shall be shown as a deduction from the amount due from the Customer to the Supplier in the next invoice then due to be issued.‍

8.5. Under these Service Credit arrangements, the Supplier shall not be obliged to pay any money or make any refund to the Customer.

9. Data Protection

To the extent that provision of the Service by the Supplier and/or use of the Service by the Customer involves Processing of Personal Data, the Parties shall comply with the provisions of Schedule 1.

10. Statistical Information

the Supplier may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service but only if such information does not identify the data as the Customer's or otherwise include personal data relating to any of the Customer's Authorised Users.

11. Mutual Warranties

11.1. Authority and Capacity. The Parties have the authority and capacity to enter into the Agreement.

11.2. Execution. The Parties have duly executed the Statement of Work incorporating these Terms and Conditions.‍

11.3. Enforceability. The Agreement constitutes a legal, valid, and binding set of obligations, enforceable between the Parties according to these Terms and Conditions.

11.4. No Conflicts. Neither Party is under any restriction or obligation that the Party could reasonably expect might affect the Party's performance of its obligations under these Terms and Conditions.

11.5. No Breach. Neither Party’s execution, delivery, or performance of its obligations under this Agreement will breach or result in a default under:

‍11.5.1. any relevant articles, shareholders agreement or membership agreement,
11.5.2. any Law to which it is subject,
11.5.3. any Order to which it is subject, or
11.5.4. any agreement to which it is a Party or by which it is bound.

11.6. Permits, Consents, and Other Authorisations. Each Party holds all Permits and other authorisations necessary to

11.7. No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either Party, which would affect that Party’s ability to complete its obligations under this Agreement.

11.8. No Bankruptcy. Neither Party has taken or authorised any proceedings relating to that Party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

11.9. Hardware Obligations. both Parties shall be responsible for:

11.9.1. obtaining and maintaining all computer hardware, software, and communications equipment needed by them in relation to the Service and needed for the purpose of running their own internal business operations, and

11.9.2. paying all third party access charges incurred while supplying/using the Service.

12. Supplier's Warranties

12.1. Ownership. The Supplier is the exclusive legal owner of the Service, including all Intellectual Property in the Service.

12.2. Status of Licensed Intellectual Property. The Supplier has properly registered and maintained all Intellectual Property included in the Service and paid all applicable maintenance and renewal fees.

12.3. No Conflicting Grant. The Supplier has not granted and is not obliged to grant any license to a third party that would conflict with the Service.

12.4. No Infringement. The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party.

12.5. No Third Party Infringement. To the Supplier's knowledge, no third party is infringing the Supplier’s rights in the Service.

13. Customer Obligations

13.1. Anti-Virus Obligations. the Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses").

13.2. the Customer's Use of Service. The Customer and all relevant Affiliates Shall:

13.2.1. comply with the data protection provision and the data sharing provisions at Schedule 1;

13.2.2. comply with the fair usage provisions at Schedule 2;

13.2.3. use the Service solely in relation to its own and its Affiliates’ sales and marketing activities and not for the sales and marketing activities of any third party or of any of the Customer’s or Affiliates’ own customers or suppliers,

13.2.4. abide by all local and international Laws and regulations applicable to its use of the Service,

13.2.5. use the Service only for legal purposes, and

13.2.6. comply with all regulations, policies and procedures of networks by which it connects to the Service.

14. Restricted Uses

‍the Customer will not knowingly:

14.1. upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,

14.2. modify, disassemble, decompile or reverse engineer the Service,

14.3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,

14.4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,

14.5. copy or reproduce the Service,

14.6. maliciously reduce or impair the accessibility of the Service,

14.7. use the Service to post, promote, or transmit any unlawful, harassing, libellous, abusive, threatening, harmful, hateful material, or

14.8. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

14.9. use the Service for any purpose which is likely to, or which does, bring the Supplier into disrepute.

15. Confidentiality Obligations

15.1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:

15.1.1. is or becomes publicly known other than through any act or omission of the receiving Party;

15.1.2. was in the other Party's lawful possession before the disclosure;

15.1.3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or

15.1.4. is independently developed by the receiving Party, which independent development can be shown by written evidence.

15.2. Subject to clause 15.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

15.3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of this Agreement.

15.4. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.4 it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

16. Proprietary Rights and Intellectual Property

‍The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Service, including the Features. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in any Intellectual Property or any other rights or licenses in respect of the Service.

17. Termination

17.1. Termination for Material Breach. Each Party may terminate this Agreement with immediate effect, by delivering notice of the termination to the other Party, if:

17.1.1. the other Party materially breaches, any of its obligations, covenants, or representations, and

17.1.2. the failure, inaccuracy, or breach continues for a period of 20Business Days after the injured Party delivers notice to the breaching Party reasonably detailing the breach.

17.2. Termination for Failure to Pay. the Supplier may terminate the Agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the Subscription Fee on time on two occasions during the Term.

17.3. Termination by Choice. If there is no set End Date and/or the Parties have agreed to extend the Service beyond an End Date, without setting another End Date, either Party may terminate the Agreement at any time, by observing the Termination Notice Period set out in the Statement of Work.

18. Effect of Termination

18.1. Refund Amounts. the Supplier shall within 10 business days refund to the Customer any prepaid Subscription Fees covering a period after the effective date of termination.

18.2. Pay Outstanding Amounts. within 10 business days of the effective date of termination, the Customer shall pay to the Supplier all amounts outstanding and due under this Agreement.

18.3. Discontinuance of Use. the Customer shall cease all use of the Service upon the effective date of the termination.

19. Exclusions and Limitation on Liability

19.1. Exclusions. Except as expressly and specifically provided in this Agreement:

19.1.1. the Customer assumes sole responsibility for the results and consequences of its use of the Service and for the conclusions it draws from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Service or for any damage caused by actions taken at the Customer's direction;

19.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

19.1.3. the Service is provided to the Customer on an "as is" basis.

19.2. Not Excluded. Nothing in this Agreement excludes the liability of the Supplier:

19.2.1. for death or personal injury caused by the Supplier's negligence; or

19.2.2. for fraud or fraudulent misrepresentation.

19.3. Mutual Limit on Liability. Neither Party will be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

19.4. Maximum Liability. the liability of one Party to the other for a single claim this Agreement will not exceed a value equivalent to the sum of the Subscription Fees paid by the Customer under the relevant Statement of Work for the 12months preceding the date upon which the relevant claim arose.

20. Supplier’s Staff

20.1. The identity of staff assigned to the Service shall be in the sole discretion of the Supplier.

20.2. The Supplier reserves the right to replace a member of staff who is assigned to the Service at any time during the Term and either temporarily or for the remainder of the Term.

20.3. The Customer shall not during the Term or within 12 months after the end of the Term employ or contract the services of any individual who is or was employed by the Supplier and assigned in any way to the Service or solicit the services of such an individual for itself, for a person associated with the Customer, for one of the Customer’s own customers or suppliers or for a person which competes or which intends to compete with the business of the Supplier.

20.4. If the Customer breaches Clause 20.3, the Supplier shall notify the Customer of the gross annual pay which the relevant individual is/was receiving from the Supplier whilst he/she is/was assigned to the Service and the Customer shall be liable to pay to the Suppler liquidated damages equivalent to two (2) times the said gross annual remuneration.

20.5. The Parties confirm that the liquidated damages referred to at Clause 20.4 are reasonable and proportionate to cover the Supplier’s costs of:

20.5.1. hiring cover for the relevant individual until a replacement can be recruited;

20.5.2. recruiting a replacement for the relevant individual; and

20.5.3. providing the said replacement with training and/or experience so that he/she is a reliable replacement for the relevant individual.

21. Features

The following terms apply to the following features, associated with the Service:

21.1. Refract is a feature which records calls made by the Customer’s sales staff and provides coaching on how to make such calls more effective. The Statement of Work will state whether the Customer has asked for this feature to be turned on. Both Parties may make use of data generated during a Refract call and the processing of any personal data revealed during such a call shall be governed by Clause 9 and Schedule 1.

21.2. Export is a feature which provides the Customer with the ability to take Insights from the EIQ database via a CSV file and put it to any use, subject to this Agreement and, in particular Clauses 13, 14 and Schedule 2.

21.3. Rank is a feature whereby EngageTech ranks businesses with its own judgement about that business’s apparent level of willingness to take calls from other salesmen. EngageTech gives no guarantee that a high ‘rank’ will lead to a sale for the Customer.

21.4. Integrations. If requested by the Customer and indicated in the Statement of Work, EngageTech can arrange to integrate the Customer’s own system with other customer systems through Zapier. The Customer should note that some forms of integration will require action by the Customer and will not simply work because of what EngageTech does.

22. Miscellaneous Provisions

22.1. Entire Agreement. The Parties intend that these Terms and Conditions, together with the relevant Statement of Work and all attachments, schedules, exhibits, and other documents that both are referenced in and/or that refer to these Terms and Conditions,

22.1.1. represent the final expression of the Parties' intent relating to the subject matter of this Agreement,

22.1.2. contain all the terms the Parties have agreed to relating to the subject matter, and

22.1.3. replace all of the Parties' previous discussions, understandings, and agreements relating to the subject matter of this Agreement.

22.2. Assignment. Neither Party may assign this Agreement or any of their rights or obligations under this Agreement without the other Party's written consent.

22.3. Notices‍

22.3.1. Method of Notice. The Parties shall give all notices and communications between the Parties in writing by (i) personal delivery, (ii) a nationally-recognised, next-day courier service, (iii) first-class registered or certified postage or(iv) electronic mail to the Party's address specified in the Statement of Work or to the address that a Party has notified to be that Party's address for the purposes of this Clause.

22.3.2. Receipt of Notice. A notice given under this Agreement will be effective on (i) the other Party's receipt of it, or (ii) if posted, the earlier of the other Party's receipt of it and the second Business Day after posting it.

22.4. Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

22.5. Waiver

22.5.1. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the Party granting it.

22.5.2. No General Waivers. A Party's failure or neglect to enforce any of its rights under this Agreement will not be deemed to be a waiver of that or any other of its rights.

22.5.3. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

22.6. Publicity. The Customer agrees that:

22.6.1. the Supplier may identify the Customer as a recipient of services and use the Customer’s logo in its sales presentations, marketing materials and press releases; and

22.6.2. the Supplier may develop a brief profile of the Customer for use on the Supplier’s website and for promotional purposes.

22.7. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the law of England and Wales.

22.8. Jurisdiction. 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 this Agreement or their subject matter or the formation of this Agreement (including non-contractual disputes or claims).

‍Schedule 1: Data Protection‍

Definitions for this Schedule‍

“Agreed Purposes”: direct marketing by the Customer and by other Permitted Recipients on the Customer’s behalf.

“Agreed Restrictions”: direct marketing undertaken with the aid of personal data shared under this Agreement shall be restricted to:

a) company representatives (no sole traders or unlimited partnerships);
b) companies which have not registered on the Corporate Telephone Preference Service;
c) companies and company representatives who have not previously objected to the processing of their personal data by either Party.
d) companies or company representatives who’s business does not involve the management of legal or insurance claims;
e) business to business (B2B) marketing and not marketing to individual consumers;
f) marketing byhuman interaction and not by automated telephone call or recorded message;

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” and “Appropriate Technical and OrganisationalMeasures”: as set out in the UK Data Protection Legislation in force fromtime to time.

“Data Discloser”: the Supplier.

“UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation (UK-GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.

“Permitted Recipients”: the Customer and its Authorised Users.

“Shared Personal Data”: the personal data to be shared between the Parties under Paragraph 1 of this Schedule. Shared Personal Data shall be confined to the following categories of information relevant to employees and representatives of private sector companies and public sector bodies:

a) Contact Data: full name, corporate email address, workplace address, workplace phone numbers.
b) Research Data: Written records and notes of conversations and communications between data subjects and the Supplier. Publicly- available information such as that found on websites such as LinkedIn or corporate domains.
c) Records of Correspondence: records of emails/mail between data subjects and the Supplier.
d) Analytics Data: IP addresses or other device identifiers, technical log information, cookies, and information about how data subjects use the Supplier’s website and other websites.

Data Protection Provisions

1. Shared Personal Data. This paragraph sets out the framework for the sharing of Personal Data between the Parties as Controllers. Each Party acknowledges that one Party (referred to in this paragraph as the Data Discloser) will regularly disclose Shared Personal Data to the other Party for the Agreed Purposes.

2. Effect of non-compliance with UK Data Protection Legislation. Each Party shall comply with all the obligations imposed on a Controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one Party shall, if not remedied within 20 Business Days of written notice from the other Party, give grounds to the other Party to terminate the agreement incorporating this Agreement with immediate effect.‍

3. Particular obligations relating to data sharing. Each Party shall:

(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information, via a privacy notice or otherwise, to any Data Subject whose Personal Data may be Processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) Process the Shared Personal Data only for the Agreed Purposes and subject to the Agreed Restrictions;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality)which are no less onerous than those imposed by this Agreement;
(f) ensure that it has in place Appropriate Technical and Organisational Measures, reviewed and approved by the other Party if required, to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
(g) not transfer any Personal Data received from the Data Discloser outside the UK unless the transfer or:
(i) ensures that(i) the transfer is to a country approved as providing adequate protection pursuant to Article 45 of the UK-GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 UK-GDPR; or (iii) one of the derogations for specific situations in Article 49 UK-GDPR applies to the transfer.

4. Mutual assistance. Each Party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each Party shall:

(a) consult with the other Party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other Party about the receipt of any Data Subject access request;
(c) provide the other Party with reasonable assistance in complying with any Data Subject access request;
(d) not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting the other Party wherever possible;
(e) assist the other Party, at the cost of the other Party, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, Personal Data Breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other Party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Personal Data;
(h) use compatible technology for the Processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from Personal Data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this paragraph 4; and
(j) provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the Parties' compliance with the UK Data Protection Legislation.

5. Indemnity. Each Party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified Party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying Party, its employees or agents, provided that the indemnified Party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying Party under this paragraph shall be subject to the limits set out in Clause 19.

Schedule 2 Fair Usage Policy

1. Terms of Usage:

1.1. Use of the EngageTech Service is solely permitted for reasonable business purposes and not for personal or consumer purposes.

1.2. Commercial resale is forbidden.

2. Fair use details:

2.1. Customers must not use the EngageTech Service for any of the following:

a) Bulk machine-to-machine data applications;
b) Continuous streaming of content;
c) In ways that cause adverse impact on other EngageTech customers or the EngageTech market intelligence database;
d) A Customer’s permitted data usage is for reasonable business usage;
e) If a Customer feels it has a use case that falls outside these guidelines it should contact EngageTech for a discussion.

2.2. All data usage is subject to periodic volume reviews and EngageTech reserves the right to limit or regulate the volume of data usage where there is evidence of continuing excessive data usage. EngageTech’s actions in this regard may include taking measures such as temporarily reducing data throughput for a Customer who uses a disproportionate amount of data. EngageTech may also suspend, terminate, or restrict a data session or the Service if a Customer uses data in a manner that interferes with other customers' service, EngageTech’s ability to allocate services among customers, or that otherwise may degrade service quality for other customers.

2.3. If EngageTech has reason to believe that any of this policy is not being observed EngageTech reserves the right to:

a) Apply additional charges;
b) Regulate the amount of data which the Customer can take from the database; or
c) Terminate the Service.

‍THESE TERMS AND CONDITIONS SHALL BE INCORPORATED INTO EACH STATEMENT OF WORK FOR SERVICES PLACED WITH THE SUPPLIER MADE BY A STATEMENT OF WORK.