Pentest Limited - Terms & Conditions
1 REVISION HISTORY
Version 1.9
2 DEFINITIONS & INTERPRETATION
2.1 “Client” means the individual(s) and/or organisation(s) to whom the Company is providing Security Testing and who has signed and completed a Penetration Test Authorisation Form and Proposal Acceptance Form;
2.2 “Company” means Pentest Limited (Co. Reg. No. 11925182);
2.3 “Conditions” means the terms and conditions set out in the Contract between Company and Client;
2.4 “Confidential Information” means all tangible and intangible information designated as confidential by any party in writing together with all other information which may reasonably be regarded as confidential including, but not limited to, Intellectual Property, procedures, network configuration and topology, passwords, private encryption keys and details of the Company’s methodologies and know-how, trade secrets, personal information, details of the Clients’ System, made available communicated or delivered to the recipient directly or indirectly in connection with this Contract.
2.5 “Consultant” means the individual(s) provided by Company for the performance of the Security Testing;
2.6 “Contract” includes these Terms and Conditions , the Proposal, Authorisation Form and the Proposal Acceptance Form which is entered into once an offer has been accepted pursuant to clause 3.5 of these terms and conditions;
2.7 “Data Protection Laws” shall mean: (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data; and (ii) on and after 25 May 2018, the Data Protection Act 2018 alongside with Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, or GDPR); After UK leave the EU (or until the end of any agreed transition period), GDPR will form part of UK law under the European Union (Withdrawal) Act 2018, with some technical changes to make it work effectively in a UK context; (iii) all other applicable laws, regulations and regulatory guidance relating to data protection and privacy in any jurisdiction where the Company’s obligations are performed.
2.8 End Date means the date the Security Testing will be completed as confirmed by the Company in the Authorisation Form.
2.9 The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Process/Processing” have the same meaning as described in the Data Protection Laws
2.10 “Event of insolvency” means if the Client is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), ceases or threatens to cease to carry on its business or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed overall or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction;
2.11 “Fees” means Company’s fees for the Security Testing as detailed in the Proposal, and all reasonable expenses incurred by the Consultant in carrying out the Security Testing which will be agreed in advance with the Client;
2.12 “Force Majeure” means any cause preventing either Party from performing any or all of its obligations under these Conditions which arises from or is attributable to any acts, acts of god, pandemics, events, omissions or accidents beyond the reasonable control of the Party so prevented;
2.13 Group means any undertaking which from time to time is a parents undertaking, subsidiary undertaking and any subsidiary undertaking of any such parents undertaking where ‘parent undertaking’ and ‘subsidiary undertaking’ have the meanings given to them in section 1162 of the Companies Act 2006.
2.14 “Intellectual Property Rights” (IPR) means any copyright, patent, design patent, registered design and design rights, utility models, trademarks, service marks, an application for any of these or the right to supply for the same, trade secrets, know-how, database rights, moral rights, confidential information, trade or business names and any other industrial and proprietary and other similar protected rights , in each case subsisting at any time in any part of the world (whether registered or unregistered) and any: (a) pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction; and (b) similar or analogous rights to any of these rights in any jurisdiction;
2.15 “Party” means any party to, or the parties to, this Contract;
2.16 “Penetration Test Authorisation Form” means the Company’s form to be signed by the Client and submitted to Company when ordering the Security Testing;
2.17 “Proposal Acceptance Form” means the form completed by the Client which sets out the Cancellation Terms, Start Date, the End Date of testing, the location and the number of days for the testing;
2.18 “Proposal” means the proposal for the Security Testing provided by the Company to the Client detailing the scope of work, all or some of which may be accepted by the Client;
2.19 “Authorisation Form” means the Company’s form setting out the agreed scope of work to be signed by the Client and submitted to Company when ordering the Security Testing;
2.20 “Security Testing” means the process of testing the System as described in the Proposal made by the Company to the Client;
2.21 “Start Date” means the date the Security Testing will start to be provided as confirmed by the Company in the Authorisation Form and Proposal Acceptance Form;
2.22 “System” means the systems and networks which the Client requires to be security tested pursuant to this Contract;
2.23 “Test Report” means the report produced by the Company detailing the results of the Security
Testing;
2.24 “VAT” means value added tax as defined under the Value Added Tax Act 1994.
2.25 Any statute or statutory provision includes any subordinate legislation made under the statute or statutory provision (as amended, consolidated or re-enacted) from time to time.
3 APPLICATION OF CONDITIONS
3.1 These Terms and Conditions apply to and form part of the Contract between the Company and the Client.
3.2 When the Company has received a signed Proposal Acceptance Form, this constitutes an offer by the Client for Security Testing subject to these Terms and Conditions.
3.3 An offer may be withdrawn or amended by the Client at any time before acceptance by the Company.
3.4 Regardless of the date of acceptance of the offer, these Terms and Conditions shall, absent any signed Proposal Acceptance Form, be effective from the commencement of Security Testing by the Company.
3.5 An offer shall not be accepted, and no binding Contract to supply Security Testing shall arise, until the earlier of:
3.5.1 the Company’s written acceptance of the offer; or
3.5.2 the Company performing the Security Testing or notifying the Client that they are ready to perform the Security Testing (as the case may be).
3.6 Rejection by the Company of an Offer, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.
3.7 The Company shall perform the Security Testing for the Client using reasonable skill and care and in a professional, timely manner.
3.8 The Proposal Acceptance Form will state the Start Date and End Date for the provision of the Security Testing, time not being of the essence.
3.9 Where a Test Report is required, it shall, unless otherwise agreed, be produced and sent to the Client by the Consultant within ten (10) working days or as agreed with the Client on completion of the Security Testing.
3.10 Whilst the Company will use reasonable endeavours to ensure that the same Consultant will continue throughout the Security Testing, it reserves the right to replace that Consultant if necessary at its reasonable discretion by notifying the Client.
3.11 The Company shall, where the Consultant is present on the Client’s premises, ensure that the Consultant complies with such reasonable site rules and procedures as are prior notified to the Company.
4 THE CLIENT AGREES
4.1 To obtain appropriate consent from its ISP (Internet Service Provider), only where the ISP is hosting services on behalf of the Client and any other relevant third party supplier of the System, only where the third party supplier is hosting services on behalf of the Client for the Security Testing to be carried out and, when requested by the Company, to provide evidence of such consent and to notify relevant employees that the Security Testing has been scheduled and that they may be monitored;
4.2 To arrange a mutually convenient time with the Company for the performance of the Security Testing and to inform its ISP of the date agreed with the Company in accordance clause 4.1;
4.3 To make appropriate backups of the System prior to the commencement of the Security Testing;
4.4 That, where the Security Testing is to take place on the Client’s premises, the Client shall ensure that suitable accommodation is provided for the Consultant which shall include network access and, where necessary, access to data centres, server rooms and/or switch rooms;
4.5 That should the Client require a laptop or Personal Digital Assistant (PDA) to be security tested by the Company it will deliver the laptop and/or PDA to the Company’s registered address and collect it from those premises or authorise other means of delivery and return at the Client’s own risk. The Company shall not be liable for the laptop or PDA during transit to or from its offices;
4.6 The Client or such Group will compensate the Company for any direct indirect losses incurred as a result of a claim from a third party arising out of any failure of the Client or such Group to comply with clauses 4.1, 4.2 and 4.3 provided always that the Company shall mitigate any and all losses and provide written notice of any claim to the Client within 10 working days;
4.7 To provide the Company with at least one employee who shall have substantial computer systems, network and project management experience of the Client’s Systems to act as liaison between the Client and the Company;
4.8 To co-operate with the Company and to provide it promptly with such information about its Systems, network, premises, equipment, data structures, protocols, software, hardware and firmware as are reasonably required by the Company;
4.9 To ensure that, where the Security Testing is taking place on its premises, the premises are safe;
4.10 That, by signing the Penetration Test Authorisation Form, the Client consents, for itself and on behalf of all Client’s Group companies, to the Company performing the Security Testing and that it has procured, where necessary, the consent of all its (and its group companies) employees, agents and sub-contractors that the Company shall be permitted to carry out the Security Testing. The Company will be carrying out the Security Testing in the belief that it has all appropriate consents, permits and permissions from the Client and the Client’s Group companies (and their employees, agent and sub-contractors);
4.11 That the Company makes no representation or warranty that the assessment will identify all possible vulnerabilities or other security threats within the target(s);
4.12 That while the Company executes tests with reasonable care and skill, it cannot and does not warrant that no damage or loss of availability will be sustained by the Client;
4.13 That, whilst the Company will conduct all Security Testing in line with accepted best practice and make all reasonable efforts to avoid disruption of the Client’s network, the tools and techniques used may cause disruption to the Client’s Systems and/or possible loss of or corruption to data and the Client agrees to take such backups and provide such redundant systems as are prudent in the circumstances. The Company will notify the Client in the event where activity would lead to loss of service or data before proceeding where this is known to the Company;
4.14 To notify the Company immediately if there are any periods during Security Testing when the Company should stop work due to critical business processes (such as batch runs) or if any part of the System is business critical so that the Company can, if need be and with the Client’s consent, modify its testing approach;
4.15 That, where the Company supplies any software as part of the Security Testing, it shall only use such software for lawful purposes or in accordance with its intended purpose;
4.16 That, during the performance of the Security Testing and for a period of 6 months after completion of the Security Testing, it will not recruit any employees or personnel of the Company or such Group which it met or was introduced to through its relationship under this Contract without the prior written consent of the Company or such Group;
4.17 Where the duration for testing is limited (Time Limited Testing) in accordance with the Client’s allowances and upon the Client’s request, the Client accepts that this will not be a complete and full test to the best of the Company’s capabilities. The scope of Time Limited Testing would be agreed by the Client and Company and defined in the proposal, authorisation form and purchase order (if applicable).
5 FEES & PAYMENT
5.1 Subject to 5.2 below and unless otherwise agreed, the Fees payable under this Contract shall be invoiced on delivery of the Test Report or, if none is to be provided, on completion of the Security Testing. Invoices are due for payment within 30 days of the date of the invoice. All payments due under this Contract shall become due immediately upon termination of this Contract despite any other provision in this Contract. All payments due under this Contract shall be made without any deduction by way of set off, counterclaim, discount or abatement or otherwise.
5.2 The Company shall be entitled to interest on any payment not paid when properly due pursuant to the terms of these conditions, calculated from day to day at a rate per annum equal to 3% above the base rate of Lloyds Bank Plc and payable from the day after the date on which payment was due up to and including the date of payment (whether before or after judgment).
5.3 All sums under the Contract are unless otherwise stated, exclusive of VAT. Any VAT payable in respect of such sums shall be payable in addition to such sums and shall be payable in addition to such sums, at the rate from time to time prescribed by law on delivery of a valid VAT invoice.
5.4 The Company reserves the right to invoice the Client upon acceptance of the order an amount of 10% of the estimated Fees that will be charged for the performance for the Security Testing to cover the costs of initiating and preparing for the performance of the Security Testing (“Initial Fee”). The Initial Fee will be treated as a payment on account of the total Fees charged for the Security Testing.
6 CONFIDENTIALITY
6.1 During the Security Testing, Confidential Information may pass from one party (“Disclosing Party”) to another party (“Receiving Party”) to this Contract.
6.2 Confidential Information is restricted to employees with specific access privileges hereby referred to as Key Personnel and whose details are provided in the project documentation.
6.3 Each party and such Group will not disclose or permit its employees, agents and sub-contractors to disclose any Confidential Information entrusted to it by the other party provided always that this restriction shall not apply to information already in the receiving party’s possession, or which comes into the public domain other than by breach of this obligation by the receiving party or its employees, agents and sub-contractors, or which is disclosed to the receiving party or which is required to be disclosed pursuant to any law or regulation or by the rules of any stock exchange or by a court of competent jurisdiction. If Confidential Information is required to be disclosed pursuant to any law or regulation or by the rules of any stock exchange or by a court of competent jurisdiction then the Receiving Party shall notify the Disclosing Party prior to any disclosure.
6.4 Upon becoming aware of any actual or suspected breach of this clause 6, each party must notify each other party and use its best endeavours to prevent or remedy such a breach.
6.5 In the event of an actual or threatened breach of any provision of this clause 6, the Receiving Party acknowledges that the Disclosing Party is likely to suffer immediate and irreparable harm for which money damages will be inadequate.
6.6 In the event of an actual or threatened breach of this clause 6, each party is entitled to injunctive relief and to compel specific performance of this clause 6 at the cost of the party who is in breach of this clause 6.
7 INTELLECTUAL PROPERTY RIGHT
7.1 Ownership of all Intellectual Property Rights in the System remains at all times with the Client and/or its ISP or other third party supplier. For the avoidance of doubt, all Intellectual Property Rights in the materials used by the Company to carry out the Security Testing remain vested in the Company or any relevant third party owners.
7.2 All Intellectual Property Rights in the results of the testing shall belong to the Client.
7.3 Copyright in the Test Report shall remain with the Company, but the Client is hereby granted a non-exclusive, non-transferable licence to copy and use the Test Report for its own internal purposes only. The Client cannot send any Test Report to a third party without the prior written consent of the Company.
7.4 The Client undertakes to not forward the Test Report or any copies or reproductions of it to any penetration testing company or entity.
8 LIABILITY
8.1 Nothing in this clause 8 excludes or limits the liability of the Company for fraudulent misrepresentation or for death or personal injury caused by the Company’s negligence. Save as aforesaid the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client, its ISP or any third party supplier of the System to the Client.
8.2 The Company shall not be liable for any loss, damage, costs, expenses or other claims for compensation arising from any material or instruction supplied by the Client which are incomplete, incorrect, inaccurate, illegible or defective in any other way. The Company should highlight to the Client any known errors if possible.
8.3 The Company shall not be liable for any loss or damage caused to either the Client, its ISP or other third party supplier of the System either jointly or severally except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by the Company, its employees, agents or sub-contractors in performing the Security Testing.
8.4 The Company’s or such Group total liability in respect of all claims arising under or by virtue of this Contract or in connection with the performance of this Contract shall not exceed 200% in aggregate of the charges set out in the purchase order prior to a claim being made.
8.5 The Company and the Client and such Groups shall not be liable to each other for any indirect or consequential loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise whatsoever or howsoever caused which arise out of or in connection with this Contract even if such loss was reasonably foreseeable.
9 TERMINATION CANCELLATION DELAYS
9.1 The Company reserves the right to withdraw from the Security Testing by providing 5 working days’ notice, if, in its opinion, information required for satisfactory completion of the Security Testing and requested by the Company in writing is either not provided or, if provided, is inaccurate or inadequate. The Client shall be liable for any fees and expenses incurred up to and including the date of withdrawal.
9.2 Any written requests made by the Client within 5 working days of the agreed Start Date to cancel the work will be subject to a payment by the Client of the full daily rate of pay for the scheduled days of Security Testing. The Company reserves the right to cancel Security Testing pursuant to clause 9.1 or to re-schedule the Security Testing subject to the following additional fees:
9.2.1 any re-scheduling requests received within 5 working days of the Start Date without any agreed re-booking date will be subject to a payment by the Client of 80% of the scheduled days of Security Testing;
9.2.2 any re-scheduling requests received within 5 working days of the Start Date with an agreed re-booking date will be subject to a payment by the Client of 50% of the scheduled days of Security Testing
9.3 Subject to clause 9.1, any delays caused to the Start Date in connection with the Client either not providing a suitable testing environment, failing to deliver the required credentials, or failing to satisfy all defined pre-requisites will be subject to a payment by the Client for the additional days, charged at the full daily rate of pay to complete the Security Testing.
9.4 Where the Start Date is delayed for the reasons set out in clause 9.1, and only where available, Time Limited Security Testing may be provided to the Client but will be subject to payment by the client of the full price quoted for the full duration plus an additional charge to be determined by the Company for providing additional resources to meet the End Date.
10 EXCLUSION OF THIRD-PARTY RIGHTS
10.1 A person who is not a party to this Contract shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
11 DATA PROTECTION
11.1 In the course of providing the Security Testing, the Company may obtain Personal Data from the Client. The Client confirms that it has obtained all consents required from data subjects to enable such Personal Data to be disclosed to the Company and made all necessary registrations and notifications in accordance with applicable Data Protection Laws to enable the Company to carry out the Security Testing and the Client will ensure the same are kept accurate and up to date.
11.2 In respect of any Personal Data held or processed by the Company as a result of or pursuant to these Conditions, the Company represents to the Client that it has made all necessary registrations and notifications in accordance with applicable Data Protection Laws and that it will ensure that the same are kept accurate and up to date during the term of the agreement.
11.3 The Client hereby appoints the Company as Data Processor in relation to the Processing of Personal Data and the parties agree to act in accordance with their respective obligations under these Conditions.
11.4 Appendix A (Data Sharing Agreement Details) in this Document sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subject, as required by Article 28(3) of the GDPR or equivalent provisions of any Data Protections Laws.
11.5 In addition to and notwithstanding any other right or obligation arising under these Conditions, the Company shall:
a. ensure its Personnel shall comply with the directives in these Conditions
b. implement appropriate technical and organisational measures to protect the Personal Data
(i) from accidental or unlawful destruction, and
(ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”).
c. use the Personal Data obtained as a result of these Conditions only for the purposes of fulfilling its obligations under these Conditions and not disclose Personal Data without the written authority of the Client;
d. comply with the express instructions or directions of the Client from time to time in connection with the use of such Personal Data and the requirements of any Data Protection Laws. Such Personal Data shall be treated as Confidential Information of the Client for the purposes of these Conditions;
e. not do or omit to do anything which causes the Client to breach any Data Protection Laws or contravene the terms of any registration, notification or authorisation under any Data Protection Laws of the Client; and
f. not transfer Personal Data which has been obtained by or made available to the Company to any country outside the European Economic Area without the prior written consent of the Client.
11.6 The Company shall not subcontract any processing of the Personal Data to a third-party subcontractor without the prior written consent of the Client. If the Client refuses to consent to the Company’s appointment of a third-party subcontractor on reasonable grounds relating to the protection of the Personal Data, then the Company will not appoint the subcontractor.
11.7 The Company shall not be in breach of this Clause 11 if it acts on the instructions of the Client.
11.8 If the Company believes or becomes aware that its processing of the Personal Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall inform the Client as soon as reasonably practicable and provide the Client with all such reasonable assistance at the Client’s cost as the Client may reasonably require in order to conduct a data protection impact assessment.
11.9 The Company will (and will ensure that its Personnel will) without undue delay notify the Client if it becomes aware of a Security Incident or if lawfully able that a disclosure of Personal Data may be required by law, or if it receives a request from an individual to access their Personal Data or to cease or not begin processing (or to rectify, block, erase or destroy Personal Data), or if it receives any communication from the Office of the Information Commissioner or similar authority relating to the Personal Data. The Company shall provide all such timely information and cooperation as the Client may reasonably require in order for the Client to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Data Protection Laws. The Company shall further take all such measures and actions as are technically practicable and within its control to remedy or mitigate the effects of the Security Incident and shall keep the Client up to date about all developments in connection with the Security Incident. The Company will coordinate actions related to Data Protection regulations through the appointed Data Protection Officer.
12 FORCE MAJEURE
12.1 Neither party to the Contract shall be deemed to be in breach of these conditions or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations to the extent that the same is caused by Force Majeure. In the event the Force Majeure continues for a continuous period in excess of thirty (30) working days, either party shall be entitled to give notice in writing to the other party.
12.2 If either party is unable to perform its duties and obligations under this agreement as a result of a Force Majeure Event, that party will give written notice to the other of the inability stating the reason in question. The operation of this agreement including clause 9.2 will be suspended during the period (and only during the period) during which the Force Majeure Event continues.
12.3 Immediately upon the Force Majeure Event ceasing to exist, the party relying upon it will give written notice to the other of this fact.
12.4 In the event the Force Majeure continues for a continuous period in excess of thirty (90) working days and substantially affects the commercial basis of this agreement, the party not claiming relief under this clause 12 will have the right to terminate this agreement upon giving 14 days written notice of such termination to the other party.
13 GENERAL
13.1 Any amendments or supplements to the Contract shall only be valid if agreed to by the parties in writing.
13.2 The Consultant shall have no authority to amend the terms and conditions of this Contract or to relieve the Client of any of its obligations under these conditions or to increase the Company’s obligations under these conditions or waive any of the Company’s rights under these terms and conditions. The Consultant shall have no authority to incur expenditure in the name of or an account of the Company or hold themselves out as having authority to bind the Company.
13.3 The Company does not give any warranty or undertaking or make any representation (either express or implied) as to the completeness or accuracy of any information provided to the Client prior to this Contract which relates to or is provided in respect of these terms and conditions by or on behalf of the Company.
13.4 These standard terms and conditions together with the Penetration Test Authorisation Form and the Proposal, shall constitute the entire agreement between the Parties and supersede any previous agreement or understanding and may not be varied except in writing between the Parties and signed by their respective authorised signatories. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. As regards Security Testing, in the event of any conflict or ambiguity between any of the terms of these documents the following order shall prevail:
(1) Penetration Test Authorisation Form;
(2) Proposal Acceptance Form
(3) The terms and conditions in this Contract; and
(4) Proposal.
13.5 Any notice sent under this Contract shall be in writing addressed to the other Party at its registered office or principal place of business or such other address as may be notified by each Party to the other time to time.
13.6 No failure or delay by either party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right.
13.7 If any provision or any part of a provision of this Contract is held by any authority to be invalid and unenforceable, the validity of the other provisions and/or the remaining part of the provision shall not be affected.
13.8 This Contract shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English courts, except for enforcement proceedings where the English courts shall have non-exclusive jurisdiction.
Appendix A.
14 Data Sharing Agreement Details
14.1 In the course of providing the Services to the Client under these Conditions the Company shall observe all its obligations under the Data Protection Laws which arise in connection with the provision of the Services.
14.2 Where the Company processes Personal Data for the Client as a Data Processor, it shall:
14.2.1 process the Personal Data solely on the documented instructions of the Client, for the purposes of providing the Services.
14.2.2 process only the types of Personal Data, relating to the categories of Data Subjects, and in the manner required to deliver the Services, as described in these Conditions
14.2.3 take all measures required by Article 32 of the GDPR to ensure the security of the Personal Data;
14.2.4 take reasonable steps to ensure the reliability of any staff who may have access to the Personal Data, and their treatment of the Personal Data as confidential;
14.2.5 not transfer the Personal Data to any country outside the European Economic Area (EEA) without the prior written consent of the Client;
14.2.6 not permit any third party to Process the Personal Data without the prior written consent of the Client, such consent to be subject to the Company meeting the conditions set out in Article 28 (2) and (4) of the GDPR;
14.2.7 promptly notify the Client of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a supervisory authority) relating to either party’s obligations under the Data Protection Laws in respect of the Personal Data;
14.2.8 promptly, and in any case within 72 hours upon becoming aware, notify the Client of any Personal Data Breach, such notice to include all information reasonably required by the Client to comply with its obligations under the Data Protection Laws;
14.2.9 upon requests and at the Client’s cost, provide the Client with reasonable assistance in carrying out data protection impact assessments;
14.2.10 permit the Client, on reasonable prior notice and during business hours (and no more frequently than is reasonably necessary to enable the Client to comply with its obligations under Data Protection Laws), to inspect and audit the facilities and systems used by the Company to Process the Personal Data,the technical and organisational measures used by the Company to ensure the security of the Personal Data and any and all records maintained by the Company relating to that Processing;
14.2.11 provide any assistance reasonably requested by the Client in relation (i) any communication received under section 3.2.7, as well as any similar communication received by the Client directly; and (ii) and Personal Data Breach, including by taking any appropriate technical and organisational measure reasonably requested by the Client; and
14.2.12 cease Processing the Personal Data immediately upon the termination or expiry of the Contract and at the Client’s option either return, or securely store or delete the Personal Data.
Appendix B.
15 Personal Information
This Appendix includes certain details of the Processing of the Data in connection with the Services, as required by Article 28(3) GDPR or equivalent provisions of any Data Protection Law and as referred to in section 11 (Data Processing) of these Conditions.
1 Subject matter and duration of the Processing of the Data
The subject matter and duration of the Processing of the Data are set out in these Terms and Conditions.
2 The nature and purpose of the Processing of the Data
The Company shall process the Data for the purposes of providing the Services as set out in these Terms and Conditions or Contract.
3 The types of the Data to be Processed
The data processed by The Company is determined by the terms of the Contract. Generally the data processed by the Company is limited to Business information such as application details, URLs, email addresses, business postal addresses and Client’s contact details). However, in the course of the services delivery it is possible to encounter other type of personal information entirely controlled (as a controller or processor) by the Client. The Company will treat this information as confidential (as per previously stipulated non-disclosure-agreements with the Client) and will immediately inform the Client.
3.1 Types of personal data that can be (but not limited to) the following types (listed below as example):
1. Personal details including
2. name and contact information
3. date of birth
4. Gender
5. Marital Status
6. Family and lifestyle details.
7. Family, beneficiary and emergency contact information.
8. Government/NI/tax identification numbers.
9. Passport/driving licence, bank and utility bill identification documents
10. Work experience/career history
11. Education and training details.
12. Bank account details and payroll information.
13. Wage and benefit information.
14. Performance information.
15. Employment details.
16. Job title or occupation
3.2 User activity details and user preferences, such as:
1. Browser history details e.g. URLs.
2. Location details.
3. Electronic identification data including IP address and information collected through cookies.
4. Financial details e.g. bank accounts.
5. Credit card information and payment details.
6. Contractual details including the goods and services provided.
3.3 Types of sensitive personal data, including data relating to current and prospective employees, such as:
1. Racial or ethnic origin;
2. Political opinions;
3. Religious or philosophical beliefs;
4. Trade-union membership;
5. Genetics, biometrics or health;
6. Sex life or sexual orientation;
7. Criminal record.
8. Types of personal data about vendors or suppliers, such as:
a. Name, job title and contact information;
b. Financial and payment records.
4 The Categories of Data Subject to whom the Data relates
4.1 The list below shows the categories of Data Subject to whose Data The Company may have unintentional access during the engagement:
1. Customers/clients/consumers/prospects
2. Employees and job applicants
3. Vendors and suppliers
5 The obligations and rights of the Data Controller
The obligations and rights of the Data Controller are set out by the Data Protection Laws and are implemented and managed by the Client.
