The Link App – Terms and Conditions

 

The Link App is a registered business under the laws of England and Wales having a business address at Piccadilly Business Centre Unit C Aldow Enterprise Park, Blackett Street, Manchester, England, M12 6A with Company Number 15159172.

 

The Link App (“TLA”) provides a professional communication application accessible via downloaded app or web access (the “Platform”). The Platform is a tool specifically designed to be a secure, quick and simple to use application to deliver more timely and effective communication, document sharing and other useful services to increase staff productivity. 

These terms set out the basis upon which TLA provides access to the Platform (a “Subscription”) and other services.

These terms shall apply to any order form between TLA and any business, individual or entity that references these terms (“Order Form”) (hereinafter referred to as the “Purchaser”) and to any and every use of the Platform by any user. The Purchaser shall be responsible for ensuring the compliance with these terms of any user to whom it grants access to the Platform.

 

1. ACCESSING THE LINK APP

 

The Platform can be accessed one of two ways by users, both of which require internet access.   By accessing the Platform the Purchaser and any user each agree to these terms.

Although the Platform can be accessed on multiple devices, this does not increase the number of named users permitted to access the Platform, and the Purchaser undertakes that it will not change the identities of the named users without TLA’s written consent not to be unreasonably withheld or delayed. Purchaser shall upon TLA’s request make records available to TLA so TLA may verify that use of the Platform by Purchaser is in accordance with the Scope as defined under an Order form.  The Link App reserves the right to charge for any use of the Platform which is over and above the permitted number of named users and/or Scope as set out in an Order Form.

 

1.1 App

 

Software may be downloaded to user’s device. The user will then be able to access the Platform through the installed software. Full or partial accessibility by each user is determined by the Purchaser.  Licences to use the Platform are limited to a certain number of users as agreed under an Order Form.

Most systems are compatible with the desktop Platform. However, older systems and those with aggressive firewalls or software conflicts may mean the desktop version cannot be used on some or all of the Purchaser’s system. If this is the case the Purchaser will still be able to utilise the Platform fully through the web access method. TLA shall use reasonable endeavours to release two updates of the app per year.

 

Use of the desktop Platform does not preclude the Purchaser and users from accessing the tool through the web app access method as well.

 

1.2 Web Access

This method does not require a software download by the Purchaser or user. When the account is set up the users will be able to access the tool directly through a web-based portal using a secure login and password that is unique to the user. The Purchaser establishes which parts of the Platform are accessible per user, and those parts of the Platform are accessible by the user through the web app as they would be through the desktop app.

Whilst the web app should work with most up to date web browsers it has been optimised for use on Google Chrome. It is recommended for best performance of the web app access method that Google Chrome be used whenever possible.

 

NOTE – regarding desktop and web access and data security

 

Both methods are used to access the Platform on our servers located at a secure data centre in London. The Data Centre provider is Amazon Web Services located in London. They are certified to the ISO 27001 Data Protection standard with all data encrypted to a minimum of SSL256 Bit

encryption.

 

The Link App reserves the right to change the functionality of the Platform at any time as it sees fit.

 

2 SUBSCRIPTIONS AVAILABLE

 

There are several types of Subscriptions available to allow flexibility to suit the needs of different firms. The Subscription purchased shall be set out under an Order Form.

Please note that the Purchaser’s licence will start from the date set out in an Order Form and will continue for the subscription term set out in the Order Form (“Subscription Term”). Subscription Terms shall renew for further periods of the same length unless and until terminated by either party in accordance with clause 8 of these Terms and Conditions.

 

2.1 Per user

This is an annual Subscription that allows an unlimited number of cases for each user (except as restricted by the Purchaser for regulatory, internal practice purposes or as restricted under an Order Form). An initial set-up fee and advance annual per user fee applies to this Subscription as set out in the Order Form.

Only one user may access the user profile established under a per user package for each user annual fee paid. User licenses are non-transferrable. Therefore, allowing multiple people to access a single user’s account or transferring user rights from one person to another would be a material breach of these Terms and Conditions.

 

2.2 Per case

This Subscription is not limited to users or by a set time period. The Purchaser buys case bundles on the terms set out in the Order Form. The more cases purchased, the lower the per case cost. The Purchaser can designate which users have authority to set up a new case and each time a new case is set up on the system the number of matters available to the Purchaser under the bundle is reduced by one case.

 

CAUTION – Once a case is set up under the Purchaser’s account it cannot be “refunded” so it is important for the Purchaser to carefully choose and train users who will have access to setting up a new case to avoid “wasting” matters.

Once a case is set up the case remains open until closed by the user, there is no time limit.

Although multiple contacts may be added to each case the contacts must be related to that case. Using a single case to add multiple contacts unrelated to a single case will be considered a material breach of these Terms and Conditions. The Purchaser’s account may be temporarily suspended or permanently terminated for such a breach.

 

2.3 Core Integrated License

This license is the “off the shelf”, integrated version of the Platform and is charged on an annual per-user basis on the terms set out in the Order Form. It integrates the Platform with one of our Case Management System (“CMS”) Partners. CMS integrated licenses require a minimum of 10 users.

 

2.4 Custom Licence

This annual license allows the Purchaser to have a customised version of the Platform that integrates into an existing system. The Purchaser can either choose to have TLA developers create the Custom integration with the Purchaser’s system at a development day rate as further set out in the Order Form or can customise themselves at no additional development charge.

 

3 INTEGRATION SERVICES

3.1 Core licence

Integration with certain CMS partners is available under the Core Licence. Under this Subscription the integration has already been established by the CMS partner, who is responsible for the functioning of the integration. The Purchaser will be required to have a separate agreement for use of the CMS partner’s software in order to fully utilise this option. Payment for an integrated version of the Platform does not constitute payment for use of the CMS nor does it create any rights to use the CMS without a separate agreement with that CMS Partner. Likewise, having an agreement with a CMS that offers integration with the Platform does not create a right to use the Platform without a separate agreement with TLA under these Terms and Conditions. 

3.2 Custom Licence

If the Purchaser is using a custom integration version of the Platform the Purchaser will remain fully liable for the cost and functionality of any system the Platform is integrated into. TLA will only be responsible for the functionality of the integration if TLA developers are used to integrate the system as set out under an Order Form. If the Purchaser chooses to use other developers then TLA will not be responsible for the integration functionality.

3.3 TLA Integration

TLA reserves the right to charge for integration carried out by it under these Terms and Conditions if integration is interrupted through no fault of TLA.

 

4. ADDITIONAL SERVICES “TASKS”

 

4.1 ID Verification Services

 

TLA may allow Purchaser to use its ID Verification Service via the Platform. GB Group plc (“GBG”) is the third-party provider used by TLA to provide the ID Verification Service. GBG has authorised TLA to act as its authorised intermediary in relation to the ID Verification Service. 

 

TLA is obliged under the terms of its agreement with GBG to ensure that Purchaser and its Users agree to and comply with the provisions as laid out in the End User Terms and Conditions a copy of which is set out HERE.  Accordingly, Purchaser acknowledges and agrees to (i) a legal and binding agreement between Purchaser and GBG for the ID Verification Services incorporating the terms of the End User Terms and Conditions and (ii) comply with its terms. 

 

Notwithstanding the terms of the End User Terms and Conditions, TLA and Purchaser agree that: Purchaser will pay fees owed for Purchaser’s use of the ID Verification Service to TLA in accordance with the payment terms set out in clause 5 of these Terms and Conditions. In exceptional circumstances, GBG may be required to collect the fees from Purchaser directly. In such circumstances, Purchaser will be notified and GBG’s standard payment terms for the supply of the ID Verification Services set out within End User Terms and Conditions shall apply. 

 

For the avoidance of doubt, GBG will not exercise this right in relation to fees Purchaser can show have already been paid to TLA. Any support or professional services provided in relation to the ID Verification Services shall be provided directly by TLA and not by GBG (notwithstanding anything to the contrary in the End User Terms and Conditions). 

 

4.2 Other third-party services

 

From time to time TLA may, at its discretion, offer other services (for example e-signature services and forms) provided by third parties to Purchasers and Users through the Platform. The access to and use of such third party services may be governed by supplemental terms applicable to that service, which shall be made available to Purchaser prior to first access thereto. 

 

4.3 Branding Services

 

Where set out in an Order Form, TLA will brand the Platform for Purchaser’s instance of the Platform with Purchaser’s name and logo as provided by Purchaser to TLA with effect from the date set out in the Order Form (or where there is no date, within a reasonable period following signature of the Order Form). Purchaser therefore grants to TLA (with the right to sub-license to TLA sub-contractors) the right to use such name and logo for the sole purpose of providing the Branding Service set out under an Order Form. Purchaser hereby agrees that the Branding Services do not grant Purchaser any right, title or interest in and to the Platform and nothing in this clause shall prejudice the provisions of clause 10 (Intellectual Property). In the event Purchaser wishes to update its branding during the Subscription Term, then TLA shall apply such updated branding upon its next general Platform update, but not before.

 

5 PAYMENTS

 

Payment for access to the Platform, Tasks and Professional Services (as applicable) are payable accordance with the Order Form.

When the Purchaser accepts an Order Form, they will be shown with the total payment due and given payment options. Tasks and Professional Services shall be invoiced separately and payment of such invoices shall be made by Purchaser within 30 days of invoice date.

 

5.1 Credit or Debit payment

Payments by Credit or Debit card are preferred and made quickly and easily through an automated service offered by Stripe (for full terms and conditions on use of the Stripe payment system please visit the link here: https://stripe.com/gb/checkout/legal)

 

5.2 BACS

If the Purchaser chooses to pay by BACS, a pop-up window will appear, when the banking data is needed for processing payment. The Purchaser will then have to process the payment directly

through their own bank.

NOTE – It may take several days for a BACS payment to be credited. The Purchaser will not have access to the Platform until payment has cleared therefore it is recommended that the automatic credit/debit option is used whenever possible as payment is credited on the same day.

 

5.3 Late Payments

If for any reason the Purchaser fails to pay a fee when due, TLA reserves the right to charge interest until paid in full. Interest will be charged at the rate of 1.5% per month pro-rata.

If TLA must initiate a collection proceeding, the Purchaser will be responsible for any court costs, fees incurred as well as the outstanding amount plus interest.

 

5.4 VAT

All fees, charges and expenses payable under these terms and an Order Form are exclusive of VAT, and any sales tax.  Where such tax is chargeable, the Purchaser will pay it in addition.

 

6 SET-UP

6.1 Initial set-up

After payment is made in accordance with the terms of the Order Form, then the Purchaser is sent a form to fill out with all of the information TLA will need to set up the Purchaser’s account.

After the Purchaser fills out and returns the form the account will be activated or in the case of a custom Subscription, when the build is complete. 

Part of the information provided by the Purchaser will be access rights for each user. This is important for multiple fee earner firms to comply with regulatory requirements. These initial access rights settings can be changed to increase or decrease a specific user’s access rights as needed by the Purchaser by making a request in writing.

The Purchaser will be given a secure and unique password for each user. This will then be used to access the Platform through the web portal. From there the Purchaser will be able to download the

desktop version to their system if they choose to use this option. However, the web portal access will continue to be available as an option. The Purchaser and any users can then proceed to use

the Platform as per the scope set out under an Order Form.

 

6.2 New User/Case Set-up or modification

After the initial set up Purchaser and users given set up access rights will be able to add new cases and contacts under the Purchaser’s account. Please note that only Apple and Android are

supported at present.

 

When a new contact is added the contact will be sent an SMS or WhatsApp message (on the condition that Purchaser has ensured a user and/or client has expressly consented to being contacted in this manner) and/or email notification with instructions on how to download the desktop Platform to their smartphone and a unique registration link. They will need to set up their own login and password that they should not share with anyone including the firm. They will need to make sure the “push” notifications are turned on for app version of the Platform and that they remain logged into the Platform in order for it to function optimally. A client will receive a notification  that there is a new message for them in the Platform. They will then have to go into the Platform to receive the message. The Purchaser should please change the password as soon as possible to something unique to the

Purchaser. The message content will only show up on the new message notification screen on WhatsApp, SMS and/or email where Purchaser has explicitly opted into such feature under the Scope section of an Order Form. Where Purchaser has not opted into such feature the message content will not be visible in the notification.  Where Purchaser has opted into such feature under an Order Form, Purchaser releases TLA from any liability in respect of any unauthorised access to such message content, acknowledging that such third party messaging servicers are provided by third party providers that are outside TLA’s control.

 

Purchaser agrees that its use of WhatsApp in relation to the Platform is governed by the WhatsApp Business Solution Terms and Purchase hereby agrees to indemnify TLA against any liability, losses, claims and penalties incurred, levied or assessed against TLA at any time in connection with any breach by Purchaser of the WhatsApp Business Solution Terms.

 

7 TLA OBLIGATIONS

 

TLA warrants that the Platform will be provided with reasonable skill and care, in accordance with generally recognized commercial practices and standards, at all times in compliance with applicable laws, and regulations and shall conform to the service description as set out in an Order Form. TLA further warrants that it will obtain all necessary licenses, permits and consents for it to carry out the services under these Terms and Conditions and comply with relevant laws. 

 

The purchaser shall be able to access the TLA support services via email to [email protected] or via the in app support channel. While TLA will use commercially reasonable endeavours to assist Purchasers of the Integrated Licence with support, such Purchasers agree that they will raise support tickets with the CMS Partner.

TLA shall provide support services during following support hours: 08:30 to 18:00 UK time Monday to Friday (excluding public holidays). TLA will respond to the Purchaser within 24 business hours from receipt of Purchaser’s email or in app message reporting an issue. In addition, TLA shall provide regular updates by email regarding resolution of the issue.

 

If the Platform does not comply with the warranties in this section, TLA will use reasonable endeavours to correct the non compliance, or will provide the Purchaser with an alternative means of carrying out the task which it was carrying out using the affected service. That successful re-performance or the provision of the alternative means resulting in warranty compliance, is the Purchaser’s sole and exclusive remedy for any breach of warranty.

 

The express undertakings and warranties given by TLA in these Terms and Conditions are in lieu of all other warranties, conditions, terms, undertakings and obligations on the part of TLA, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way.  All of those are excluded from these Terms and Conditions to the fullest extent permitted by law.

 

8 TERMINATION AND CANCELLATION

8.1 Cancellation

A Purchaser may cancel their Subscription at any time by giving 30 days written notice to [email protected] prior to the end of the Subscription Term. Such notice shall take effect at the end of the Subscription Term. However, except in very limited circumstances there will be no refund for fees already paid. If no notice to terminate is received in accordance with this paragraph, then a Subscription Term automatically renews for the same period of time (except in the case of per case licences under clause 2.2 which terminate without the need for notice once the purchased bundle is used up).

Information about the Purchaser will be removed from the system no later than 6 years after cancellation has been acknowledged and the end of any Subscription Term has finished. Other information may remain on the back-up system for up to a year after cancellation though and cannot be removed sooner as it would interfere with the integrity of the back-up system.

Purchasers are reminded that any information that may constitute personal data such as client names and contact numbers should only remain on their account for the time period their case is active, and it is Purchaser’s responsibility to ensure such personal data is deleted when a case is no longer active.

 

8.2 Termination by Purchaser

The Purchaser may receive a full or partial refund of any fees paid if they formally terminate their Subscription due to a material breach of these Terms and Conditions by TLA. In order for there to be a formal termination the Purchaser must notify TLA in writing of the material breach and allow at least 10 business days for TLA to remedy the breach. If, after the 10 business days TLA is unable to remedy the breach then the Purchaser may notify TLA in writing that the Subscription is formally terminated. The amount (if any) that will be refunded to the Purchaser will be determined at the time of the breach and based on the individual circumstances of the breach. At no time will TLA be liable to pay to the Purchaser under this clause any more than was paid by the Purchaser within the current year of the Subscription Term. The Purchaser may also terminate the Subscription Term immediately upon written notice where TLA becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or analogous event or proceeding.

 

8.3 Termination by TLA

TLA may temporarily or permanently terminate a Purchaser’s Subscription if the Purchaser materially breaches these Terms and Conditions in any way. Material breaches include failure to pay fees when due, allowing non-licensed users to access user accounts, using individual case

licenses to manage multiple case communications, misuse of the Platform  by communicating with it for reasons other than related to case matters such as Advertising or marketing. It will be at TLA’s sole discretion whether to make a termination temporary or permanent based on factors including severity of the breach and ability by the Purchaser to mitigate. TLA may also terminate the Subscription immediately upon written notice where the Purchaser becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or analogous event or proceeding.

 

9 REGULATORY REQUIREMENTS, LIABILITIES AND RESTRICTIONS

 

9.1 Regulatory Requirements

Although TLA is able to assist firms with some of their regulatory requirements such as confidentiality and effective client communications TLA is in no way responsible for ensuring regulatory compliance. Nor is TLA liable for any breach of regulatory obligations by the firm that may arise out of using or misusing the Platform. It is the firm’s ultimate responsibility to be aware of and to comply with all of their legal and regulatory obligations and outcomes. The Platform  is only offered as a tool that, in part, will help with regulatory compliance if used properly.

 

9.2 Liabilities

Save for personal injury or death arising through the TLA’s negligence or for fraudulent misrepresentation or any other liability that cannot legally be limited the paragraphs below set out TLA’s total liability howsoever arising.

Please note that whilst TLA use all reasonable endeavours to ensure that the use of the Platform is secure, TLA will not be liable for any damage that is incurred by the Purchaser, caused either directly or indirectly through using the Platform, except where the damage is caused by gross

negligence or intentionally malicious acts by TLA, its employees or authorised representatives. The transmission of documents via the Platform is encrypted, but Purchaser acknowledges that once the client has accessed and downloaded the document from the Platform, it is no longer encrypted. Users are responsible for making clients aware of any responsibility or liability that may arise from receiving and downloading documents into an unsecured environment.

TLA will not be liable for indirect or consequential loss. TLA will not be liable for any of the following types of loss howsoever arising:

• Loss of profit or revenue
• Loss of contracts
• Loss of data or
• Loss of reputation.

Save as set out above, TLA’s total aggregate liability to the Purchaser, and to every other person under contract, tort (including negligence) or otherwise howsoever arising shall in no circumstances exceed the amount paid or payable in the current year of the Subscription Term to TLA under the applicable Order Form which is the subject of the breach.

 

Except as expressly set out in these Terms and Conditions, TLA will have no liability and no obligation in relation to the content or use of any third party products or services accessible via the Platform, which are governed by the applicable third party terms between Purchaser and that third party.

 

9.3 Restrictions

The Platform  is to be used for communication with contacts related to user’s cases or internally and for no other purpose. Using the Platform  to communicate with anyone other than contacts connected to cases or with clients or internally or other contacts for reasons other than related directly to cases is strictly prohibited (e.g. marketing new legal services to existing clients is prohibited). Such use would not only be a violation of these Terms and Conditions but potentially in violation of regulations such as those under the Communications Act 2003 and regulated by Ofcom. If a Purchaser is ever unsure whether a specific use is restricted under this section they should contact TLA, the SRA or the applicable regulatory body before proceeding.

 

10 INTELLECTUAL PROPERTY

 

All intellectual property rights in the Platform , its functions and underlying software, and any Professional Services (including integration and customisation services) and Tasks, business practices, written material and any other original material produced (including all modifications developed by or to be developed by TLA) shall vest exclusively in TLA (or its licencees) and is protected by the Copyright, Design and Patents Act 1988. All intellectual property of TLA and all rights associated with such property remain the property of the TLA throughout the term of this agreement and continue after termination or cancellation.

No copies may be made of any documents or materials produced by TLA without prior written consent from TLA. Should the Purchaser require additional copies of any documentation in addition to those provided during the normal course of business by TLA then these may be obtained from TLA.

The Purchaser undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the licensed system without the prior written consent of TLA.

The Purchaser will notify TLA immediately should the Purchaser become aware of any unauthorised use of the whole or any part of the Platform, Tasks or Professional Services by any person.

The Purchaser will be held liable for any damages suffered by TLA through the intentional, unintentional, direct or indirect interference with its intellectual property rights through the Purchaser’s actions or inactions or the actions or inactions of any of the Purchaser’s employees, associates, partners or agents.

 

11 CONFIDENTIALITY

11.1 Each party undertakes that save as set out at clause 18 below it shall not at any time disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers or the other party, except as permitted by clause 11.2.

 

11.2 Each party may disclose the other party’s confidential information:

 

        (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in      connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and

 

        (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.4 The limitations set out in clause 11.1 shall not apply, or shall cease to apply, to confidential information which the receiving party can show to the disclosing party’s reasonable

satisfaction:

 

       (a) that is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by the receiving party in breach of this

       agreement; or

 

       (b)was already lawfully known to the receiving party before it was disclosed by the disclosing party; or

 

       (c)has been received by the receiving party from a third-party source that is not connected with the disclosing party and that such source was not under any obligation of confidence in respect of            that information.

 

11.5 If requested by the disclosing party at any time, the receiving party shall immediately destroy or return to the disclosing party all documents and other records of the confidential information or any of it in any form that have been supplied to or generated by the receiving party. If the confidential information is stored in electronic form, the receiving party shall permanently erase all such confidential information from its computer and communications systems and devices used by it so far as technically possible.

 

11.6 The disclosing party may request the receiving party to certify in writing that it has complied with any of the obligations in clause 11.5.

12 MODIFICATION

 

TLA reserves the right to modify or amend these conditions as necessary from time to time to comply with applicable laws or reflect new products and service features which it may offer. TLA will not update these terms in a manner that materially reduces the level of service received by Purchaser. The Purchaser will be notified in writing of any such modifications or amendments. The Order Form may only be amended with the consent of both Purchaser and TLA.

 

13 DATA PROTECTION

13.1 In this agreement, “Data Protection Laws” means any and all laws, statutes, enactments, orders or regulations or other similar instruments of general application and any other rules, instruments or provisions in force from time to time relating to the processing of personal data and privacy applicable to the performance of this agreement, including where applicable the Data Protection Act 2018, the Data Protection Bill, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended or superseded and the UK GDPR as updated, superseded or repealed from the time to time, and “Data Controller”, “Data Breach”, “Data Processor” and “Personal Data” have the meanings given in the Data Protection Laws.

13.2 The parties shall each comply with their respective obligations under the applicable Data Protection Laws. Where we act as Controller (for example in respect of data that a law firm might provide about its own staff) we typically keep such data for a period of six years from the end of the relevant contract with the customer.

13 .3 Where the Purchaser is the Data Controller, it must ensure that the instructions it receives from its Users to processor their Personal Data comply with Data Protection Laws and where it receives personal data from an organisation that is a client of the Purchaser, includes: (a) The nature and purpose of the processing of the User Personal Data; (b) The types of Personal Data to be processed; (c) The categories of Data Subjects to whom Personal Data relates; and (d) The lawful basis for processing Personal Data in accordance with Article 6 GDPR. For the avoidance of doubt, where Purchaser is the controller, Purchaser is responsible for ensuring that all required  notices have been provided to (or all consents have been obtained from, as applicable) Purchaser’s users and clients, to allow TLA to use such personal data (including but not limited to telephone number (for SMS and What’s App) and email) in the manner envisaged by these terms and conditions and Order Form.

13.4 In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this agreement for which the other party is Data Controller, the Data Processor shall:

 

13.4.1 provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk;

 

13.4.2 not engage any sub-processor unless the Data Processor has informed the Data Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the Data Controller the opportunity to object to such changes. For the avoidance of doubt the sub-processors to be used from the start of this agreement are those set out in Schedule 1 of this agreement and by entering into this agreement the Controller gives general written authority to the use of those sub-processors;

 

13.4.3 ensure that any sub-processor that is engaged to process such Personal Data by the Data Processor is subject to data protection obligations that are similar to those applicable to the Data Processor under this clause 13;

 

13.4.4 process that personal data only to perform its obligations under this agreement or other documented instructions and for no other purpose save to the limited extent required by law;

 

13.4.5 on termination of this agreement, at the Data Controller’s option either return or destroy the personal data (including all copies of it) immediately (note that, as a default we will retain the personal data for six months from the closure of a case unless you instruct us otherwise, although GBG will destroy any personal data provided by Purchaser within 30 days of the completed transaction)

 

13.4.6 ensure that all persons authorised to access the personal data are subject to obligations of confidentiality;

 

13.4.7 make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller; provided that, in respect of this provision the Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes Data Protection Laws;

 

13.4.8 taking into account the nature of the processing, provide assistance to the Data Controller, insofar as possible, in connection with the fulfilment of the Data Controller’s obligation to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable;

 

13.4.9 provide the Data Controller with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to the Data Controller, taking into account the nature of the processing and the information available to the Data Processor.

 

13.5 In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this agreement for which the other party is Data Controller, the Data Processor shall not transfer the Personal Data to a country outside the UK or EEA without:

 

13.5.1 obtaining the written permission of the Data Controller;

 

13.5.2 ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws;

 

13.5.3 notifying the Data Controller of the protections and adequate safeguards in clause 13.4.2 above;

 

13.5.4 documenting and evidencing the protections and adequate safeguards in clause 13.4.2 above and allowing the Data Controller access to any relevant documents and evidence.

 

14 ARBITRATION

 

Any controversy or claim arising out of or relating to this agreement or breach of this agreement shall be settled by arbitration. Arbitration shall be administered by an entity mutually agreed to by the parties in writing. Judgement on the award rendered by the arbitrator will be binding to both parties and may be entered at any Court with Jurisdiction.

 

15 JURISDICTION AND CHOICE OF LAW

 

This agreement is governed by the law of England and Wales and any dispute connected thereto shall be dealt with exclusively by the courts of England.

 

16 SEVERABILITY

 

If any portion of this agreement is found to be void or voidable it shall be removed and all other terms shall remain in full force and affect.

 

17 ENTIRE AGREEMENT

 

These terms and conditions along with the Order Form constitute the entire agreement and understanding between TLA and the Purchaser and supersede any previous

arrangement, understanding or agreement between them. In the case of any conflict between these Terms and the Order Form, the Order Form shall prevail.

 

18 PUBLICITY

18.1 TLA reserves the right to use the Purchaser’s name and logo in publicising TLA services.

Schedule 1

Sub-processors:

At the date of this agreement the authorised sub-processors for which the Controllers give general authority are as follows:

 

• Amazon Web Services EMEA SARL provides cloud server hosting for our applications and backups. Physical servers are located in London.
• Twilio to provide SMS transactional messages.
• SendGrid (part of Twilio Inc) to provide transactional emails.
• Intercom R&D Unlimited Company to provide marketing and announcement messages.
• OneSignal Inc to deliver push notifications to mobile devices.
• Self-employed individual contractors who work with the Link App on a similar basis to employees.
• Techedia Ltd provides bespoke integration development services.
• Zylpha Ltd for integration development services
• GB Group plc to provide the ID Verification Services
• Typeform to provide forms services
• Docusign for e-signatures.