Please read carefully before using Wildgoose software, products and technology
This Licence agreement (Licence) is a legal agreement between the Customer, (Licensee) and Wildgoose Events Limited (Company registered number 4962244) having its registered place of business at Parkhurst, Hempstead Road, Bovingdon, England, HP3 0HF (Wildgoose, Licensor) for the use of the Software (as defined below).
Background
Wildgoose is the entire legal and beneficial owner and licensor of certain software products set out in the Schedule and is willing to permit the Licensor to use these products based on the following terms.
Agreed terms
Interpretation
The definitions and rules of interpretation in this clause apply in this Licence.
Affiliate: includes, in relation to either party, any business entity from time to time controlling, controlled by, or under common control with, either party.
Background Materials: together, the Software and any content created or developed by Wildgoose in connection with the Software and intended for use across Wildgoose’s business but excluding Foreground Materials .This shall include any usage data, derived data, analytics, aggregated data, anonymised data, engagement data or any other data or content created, provided, collected or derived by us at any time.
Control: a business entity shall be deemed to "control" another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
Commencement Date: has the meaning set out in the Order.
Delivery: making the Software available for use by the Licensee through Wildgoose’s website portal, and Deliver and Delivered shall be construed accordingly.
Fees: the fees payable by the Licensee to Wildgoose set out in the Order and as amended from time to time under the terms of this Agreement.
Foreground Materials: any content created or developed exclusively by the Licensee in connection with the Software.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to any new product development, game or challenge development or any innovations, rights to any content, data, products, services and support, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
Open-Source Software: open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).
Order: The Licensee’s Customer Order for Wildgoose to licence the Software to it, submitted either online via Wildgoose’s website/sign up page or in such form as Wildgoose shall expressly agree.
Permitted Hardware: Hardware which meets or exceeds the minimum specifications specified by Wildgoose at https://join.wildgooseglobal.com/recommended-devices and as updated by Wildgoose from time to time at its sole discretion.
Software: the computer programs listed in the Schedule of this Agreement.
Term: the Initial Term and and Subsequent Term as specified in the Order.
Third-party software: any open-source software relating to Wildgoose software and any proprietary third-party software.
Working Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Licence.
Unless the context otherwise requires:
words in the singular shall include the plural and in the plural shall include the singular;
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
a reference to one gender shall include a reference to the other genders;
and any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In the case of conflict or ambiguity between any provision contained in the body of this Licence and any provision contained in the schedules or appendices, the provision in the body of this Licence shall take precedence.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
References to clauses and Schedules are to the clauses and Schedules of this Licence and references to paragraphs are to paragraphs of the relevant Schedule.
This Licence (including the terms set out in the Order) shall become binding upon the parties immediately upon the Licensee confirming via Wildgoose’s online sign-up process that it accepts these terms and conditions (Commencement Date).
Licence and term
In consideration of the Fees paid by the Licensee to Wildgoose, Wildgoose grants to the Licensee a non-exclusive licence to use the Software for the Term.
In relation to scope of use:
use of the Software shall be restricted to uses agreed by Wildgoose.
the Licensee may not use the Software in any other way without the prior written consent of Wildgoose, and the Licensee acknowledges that additional fees may be payable on any change of use approved by Wildgoose.
The Software is designed for internal use for the licensee’s internal team and colleagues. The Licensee is expressly prohibited from using the Software, any content created using the Software or any Background or Foreground Materials with any third parties, without prior written consent from the licensor. This includes, but is not limited to, any distribution, sale, or any other form of monetisation with any third parties.
The Licensee shall not:
sub-license, assign or novate the benefit or burden of this Licence in whole or in part;
allow the Software to become the subject of any charge, lien or encumbrance; or
deal in any other manner with any or all of its rights and obligations under this Licence
without the prior written consent of Wildgoose, such consent not to be unreasonably withheld or delayed.
Wildgoose may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence, provided it gives written notice to the Licensee.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
The Licensee shall:
ensure the software is only used on Permitted Hardware;
keep a complete and accurate record of the Licensee's activities using the Software and produce such record to Wildgoose on request from time to time;
notify Wildgoose as soon as it becomes aware of any unauthorised use of the Software by any person;
The Licensee agrees that all additional users granted access to the licensed software must be employees, contractors, or representatives of the same organisation as the Licensee and must use an email address associated with the Licensee’s domain (e.g., @[yourdomain].com).
Requests for adding new users must be submitted by the account’s designated lead contact, and such requests will be processed only if the additional users meet the aforementioned criteria.
Software Modifications
Wildgoose reserves the right to make any alterations to the Software at its sole discretion.
Fees
The Licensee agrees to pay Fees for the Initial Term and any Subsequent Terms to access the Software as specified in the Order.
The applicable currency in which all payments must be made shall be specified in the Order.
All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Licensee shall be responsible.
If the Licensee fails to make any payment due to Wildgoose under this Licence by the due date for payment, then, without limiting Wildgoose's other remedies under this Licence, the Licensee shall pay interest on the overdue amount at the rate of 4% per annum above the base rate from time to time of Barclays Bank plc. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Licensee shall pay the interest together with the overdue amount.
If the Licensee fails to make any payment due to Wildgoose under this Licence by due date for payment, then, without limiting Wildgoose’s other remedies under this licence, Wildgoose is permitted to suspend Software access to the Licensee and its users with immediate effect until such a time when Wildgoose is in receipt of all overdue amounts.
The Licensor reserves the right to increase Fees at any time.
Confidentiality and publicity
Each party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
It is agreed that notwithstanding this clause Wildgoose may use information obtained from Licensees, including information as to their use of the Software, information about activities carried out or proposed to be carried out by the Licensee, and suggestions in relation to improvements or alterations to the Software or its functionality for the purpose of its business.
No party shall make, or permit any person to make, any public announcement concerning this Licence without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Wildgoose's warranties
Wildgoose warrants that the Software will conform in all material respects to the description of the Software in the Schedule of this Agreement during the Term. If, during the Term, the Licensee notifies Wildgoose in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects and such defect or fault does not result from the Licensee, or anyone acting with the authority of the Licensee, having amended the Software or used it outside the terms of this Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Wildgoose, or it has not been loaded onto Permitted Hardware or suitably configured equipment, Wildgoose shall, at Wildgoose's option, do one of the following:
repair the Software;
replace the Software; or
terminate this Licence immediately by notice in writing to the Licensee and refund any of the Fee paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee's use of the Software to the date of termination),
provided the Licensee provides all the information that may be necessary to assist Wildgoose in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable Wildgoose to re-create the defect or fault.
Wildgoose does not warrant that the use of the Software will be uninterrupted or error-free.
The Licensee accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Licensee.
Any Open-Source Software provided by Wildgoose may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 6.5.
All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Limits of liability
Except as expressly stated in clause 7.2:
Wildgoose shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
special damage even if Wildgoose was aware of the circumstances in which such special damage could arise;
loss of profits;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss or corruption of data,
provided that this clause 7.1(a) shall not prevent claims for loss of or damage to the Licensee's tangible property that fall within the terms of clause 7.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 7.1(a); the total liability of Wildgoose, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees payable for the Initial Term or Subsequent Term in which any such liability first arose; and
the Licensee agrees that, in entering into this Licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) Wildgoose shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence.
The exclusions in clause 6.5 and clause 7.1 shall apply to the fullest extent permissible at law, but Wildgoose does not exclude liability for:
death or personal injury caused by the negligence of Wildgoose, its officers, employees, contractors or agents;
fraud or fraudulent misrepresentation;
breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any other liability which may not be excluded by law.
All dates supplied by Wildgoose for the delivery of the Software shall be treated as approximate only. Wildgoose shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
All references to "Wildgoose" in this clause 7 shall, for the purposes of this clause be treated as including all employees and subcontractors of Wildgoose and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
Wildgoose warrants and represents that it has full authority to licence or sub-licence the Third-Party Software to the Licensee on the terms of this Licence.
Intellectual property rights
The Licensee acknowledges that all Intellectual Property Rights in the Software, all other products and services provided by Wildgoose, all products and services used in conjunction with the Software and all Software changes, upgrades and modifications belong and shall belong to Wildgoose, and the Licensee shall have no rights in or to the Software or any such products and services outlined above other than the right to use it in accordance with the terms of this Licence.
All Intellectual Property Rights in the Background Materials shall be owned by and remain the property of and vested in Wildgoose. Subject to Wildgoose receiving payment of all Fee and other sums payable to it under the Licence, Wildgoose grants the Licensee a non-exclusive, royalty-free licence to use the Background Materials to the extent necessary to enable the Licensee to use the Foreground Materials during the Term and any Renewed Term under the terms of this Licence.
Subject to Wildgoose receiving payment of all Fees payable to it under this Licence, Wildgoose acknowledges that the Licensee shall have all Intellectual Property Rights in any Foreground Materials.
Save in respect of claims which relate to the subject matter set out in clause 10, Wildgoose shall indemnify the Licensee in relation to claim or action brought against the Licensee alleging that the possession, use, development, modification or maintenance of the Software (or any part thereof) in accordance with the terms of this Licence infringes the Intellectual Property Rights of a third party (Claim) subject to the terms set out below.
Wildgoose may elect at its own expense to defend the Licensee (and for this purpose shall be entitled to instruct lawyers to have conduct of any defence on behalf of the Licensee and Wildgoose) and/or may elect to participate in the defence of the Licensee as a separate party to the proceedings and/or may elect, at its option, to settle any Claim or part thereof.
Wildgoose shall have no liability for any Claim which is attributable to:
possession, use, development, modification or maintenance of the Software (or any part thereof) by the Licensee other than in accordance with the terms of this Licence;
use of the Software in combination with any hardware or software not supplied or specified by Wildgoose if the infringement would have been avoided by the use of the Software not so combined;
use of a non-current release of the Software; or
any content that the Licensee has added into the Software which may infringe copyright laws or be libellous.
If any third party makes a Claim, or notifies an intention to make a Claim against the Licensee or the Licensee has grounds to believe that any Claim is likely to be made, the Licensee must:
as soon as reasonably practicable, give written notice of the Claim to Wildgoose, specifying the nature of the Claim in reasonable detail;
not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Wildgoose (such consent not to be unreasonably conditioned, withheld or delayed);
give Wildgoose and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable Wildgoose and its professional advisers to examine them and to take copies (at Wildgoose's expense) for the purpose of assessing the Claim; and
take such action as Wildgoose may reasonably request to avoid, dispute, compromise or defend the Claim.
If any Claim is made, or in Wildgoose's reasonable opinion is likely to be made, against the Licensee, Wildgoose may at its sole option and expense:
procure for the Licensee the right to continue using, developing, modifying or maintaining the Software (or any part thereof) in accordance with the terms of this Licence;
modify the Software so that it ceases to be infringing;
replace the Software with non-infringing software; or
terminate this Licence immediately by notice in writing to the Licensee and refund any of the Fee paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee's use of the Software to the date of termination) on return of the Software and all copies thereof,
provided that if Wildgoose modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in clause 6.1.
This clause 8 constitutes the Licensee's exclusive remedy and Wildgoose's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 7.1.
Early termination
Without prejudice to any rights that have accrued under this Licence or any of its rights or remedies, Wildgoose may at any time terminate this Licence with immediate effect by giving written notice to the Licensee if:
the Licensee fails to pay any amount due under this Licence on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
the Licensee commits a material breach of any term of this Licence (other than failure to pay any amounts due under this Licence) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
the Licensee repeatedly breaches any of the terms of this Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Licence;
the Licensee does anything that brings or is likely to bring Wildgoose or its brand or any of its Affiliates or their brands into disrepute;
as provided for by the rules of England and Wales, or the local equivalent in the case of a foreign jurisdiction:
the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that Licensee with one or more other companies or the solvent reconstruction of that Licensee;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that Licensee (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that Licensee with one or more other companies or the solvent reconstruction of that Licensee;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Licensee (being a company);
a floating charge holder over the assets of that Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee;
the Licensee (being an individual) is the subject of a bankruptcy petition or order;
a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(f) to clause 9.1(f)(vii) (inclusive); or
the Licensee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Termination by either party in accordance with the rights contained in this clause 9 shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
On termination for any reason, Wildgoose may prevent access by the Licensee to the Software and in any event:
all rights granted to the Licensee under this Licence shall cease;
the Licensee shall cease all activities authorised by this Licence;
the Licensee shall immediately pay to Wildgoose any sums due to Wildgoose under this Licence; and
the Licensee shall not attempt to continue to use the Software for any purpose;
Indemnity from licensee
The Licensee shall indemnify Wildgoose 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 professional costs and expenses) suffered or incurred by Wildgoose arising out of or in in relation to any claim or action brought against Wildgoose alleging that the Licensee’s use of the Software infringes the Intellectual Property Rights of a third party.
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Entire agreement
This Licence, the Order, the schedules and the documents annexed as appendices to this Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
Each party acknowledges that, in entering into this Licence and any documents referred to in it or annexed to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not) (Representation) other than as expressly set out in this Licence or any such documents.
The Licensee agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Licence.
Nothing in this clause shall limit or exclude any liability for fraud.
Variation
No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Severance
If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected.
If any invalid, unenforceable or illegal provision of this Licence would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Third-party rights
Save as is expressly set out in clause 7, a person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
No partnership or agency
Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
Force majeure
Neither party shall in any circumstances be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months, the party not affected may terminate this Licence by giving 14 days' written notice to the other party.
Notices
Any notice or other communication required to be given under this Licence shall be in writing and shall be delivered personally, or sent by email or by commercial courier, to each party required to receive the notice or communication as set out below:
Wildgoose Events Ltd, PO Box 1648, Hemel Hempstead, HP1 9UJ. E-mail: info@wearewildgoose.com.
the Licensee: the address and email number given in the Order.
or as otherwise specified by the relevant party by notice in writing to each other party.
Any notice or other communication shall be deemed to have been duly received:
if delivered personally, when left at the address and for the contact referred to in this clause;
if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
if sent via email at the time a notification of receipt is received
A notice or other communication required to be given under this Licence shall not be validly given if sent by e-mail.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Governing law and arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.
For the avoidance of doubt claims between the parties arising out of or relating to any Intellectual Property Rights in or relating to the Software or any other aspect of this contract are intended to fall within (and shall be deemed to fall within) the definition of ‘any dispute arising out of or in connection with this contract’ in clause 19.1.
Data protection
Definitions
Capitalised terms used in this clause 20 (Data Protection) shall be defined as follows:
Party; a Party to this Licence
Law; means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements with which Wildgoose is bound to comply;
GDPR CLAUSE DEFINITIONS:
Data Protection Legislation; (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iiii) all applicable Law about the processing of personal data and privacy;
Data Protection Impact Assessment; an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer; take the meaning given in the GDPR;
Data Loss Event; any event that results, or may result, in unauthorised access to Personal Data held by Wildgoose under this Licence, and/or actual or potential loss and/or destruction of Personal Data in breach of this Licence, including any Personal Data Breach
Data Subject Access Request; a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
DPA 2018; Data Protection Act 2018
GDPR; the General Data Protection Regulation (Regulation (EU) 2016/679)
LED; Law Enforcement Directive (Directive (EU) 2016/680)
Protective Measures; appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it.
The Parties acknowledge that for the purposes of the Data Protection Legislation, the Licensee is the Controller and Wildgoose is the Processor..
Wildgoose shall notify the Licensee immediately if it considers that any actions or instructions of the Licensee infringe the Data Protection Legislation.
Wildgoose shall, in relation to any Personal Data processed in connection with its obligations under this Licence:
process that Personal Data only in accordance with its Privacy Policy unless Wildgoose is required to do otherwise by Law. If it is so required, Wildgoose shall promptly notify the Licensee before processing the Personal Data unless prohibited by Law;
ensure that it has in place Protective Measures to protect against a Data Loss Event.
ensure that Wildgoose Personnel do not process Personal Data except in accordance with this Licence (and in particular the Data Processing Schedule)
not transfer Personal Data outside of the EU unless notified to the Licensee.
at the written direction of the Licensee, delete or return Personal Data (and any copies of it) to the Licensee on termination of the Licence unless Wildgoose is required by Law to retain the Personal Data.
Subject to clause 20.7, Wildgoose shall notify the Licensee immediately if it:
receives a Data Subject Access Request (or purported Data Subject Access Request);
receives a request to rectify, block or erase any Personal Data;
receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;
receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Licence;
receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
becomes aware of a Data Loss Event.
Wildgoose’s obligation to notify under clause 20.6 shall include the provision of further information to the Licensee in phases, as details become available.
Taking into account the nature of the processing, Wildgoose shall provide the Licensee with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 20.6 (and insofar as possible within the timescales reasonably required by the Licensee) including by promptly providing:
the Licensee with full details and copies of the complaint, communication or request;
such assistance as is reasonably requested by the Licensee to enable the Licensee to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
the Licensee, at its request, with any Personal Data it holds in relation to a Data Subject;
assistance as requested by the Licensee following any Data Loss Event;
assistance as requested by the Licensee with respect to any request from the Information Commissioner’s Office, or any consultation by the Licensee with the Information Commissioner's Office.
Wildgoose shall designate a data protection officer if required by the Data Protection Legislation.
The Licensee shall comply with all the obligations imposed on a Controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by the Licensee, if not remedied within 14 days of written notice from the other party, give grounds to the Licensor to terminate this agreement with immediate effect.
The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to 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 Licensor arising out of or in connection with the breach of the Data Protection Legislation by the Licensee, its employees or agents.
