KINTO BUSINESS TERMS OF SERVICE

These Business Terms of Service form part of and are incorporated by reference to the Customer Subscription Agreement (as defined below) which, together with the Customer Subscription Agreement, form a binding agreement between you (“Customer” or “you”) and KINTO JOIN LIMITED incorporated and registered in England and Wales with company number 08598706 whose registered office is at Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ (“KJL”, “us” or “we”) for the Platform, Services, and any online reports, information or other documents provided as part of the Services (“Documents”).

These Business Terms of Service also govern any use of the Trial Services via the Platform by Trial Customers.

INTERPRETATION

Defined terms shall have the same meaning as set out in the Customer Subscription Agreement or as otherwise defined in these Business Terms of Services:

“Admin” means your employee(s) who you authorise to use the Services, the Platform and the Documents as administrators of your Account and/or Community (or Communities) on the Platform.
“Agreement” means, in respect of (a) a Customer, the Customer Subscription Agreement incorporating these Business Terms of Service; or, as applicable, (b) a Trial Customer, these Business Terms of Service as a standalone binding agreement between KJL and such Trial Customer.
“Authorised End Users” means your employees, agents and independent contractors who you authorise to participate in a Community and have access to certain Services, the Platform and Documents, limited to the Territory and the applicable Customer Subscription Tier you have purchased or, as applicable, such Trial Services you have subscribed to.
“Community” means the Customer’s managed community on the Platform comprising Authorised End Users participating in journey sharing arrangements with other Authorised End Users.
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” has the same meaning as set out in the Data Protection Legislation.
“Customer” means any person or entity who has entered into a Customer Subscription Agreement with us pursuant to which we make our Services and Platform available to it and its Authorised End Users.
“Data Protection Legislation” means, to the extent the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; to the extent the General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.
“Licensee Data” means the data inputted by or on behalf of you (including any personal data relating to Admins and/or Authorised End Users), for the purpose of using or facilitating your use of the Services, Platform or Documents and any data generated by, or derived from your use of the Services, Platform or Documents, whether hosted or stored within the Services, Platform or Documents or elsewhere.
“Customer Company Policies” means any employee, staff and/or any other work place policies which you have in place from time to time in connection with your business.
“Customer Subscription Agreement” means the agreement between KJL and you concerning your subscription to our Services and Platform.
“Customer Subscription Tier” means the applicable customer subscription purchased by you, or on your behalf, from KJL (or an entity authorised by KJL to provide them), in accordance with the terms of the Agreement you hold with KJL, which entitles you, your Admin and Authorised End Users to access and use the Services, Platform and the Documents in accordance with this Agreement;
“Platform” means certain software applications, including mobile apps and desktop platforms, concerning, amongst other things, corporate mobility solutions to assist in the facilitation and management of sustainable corporate commuting initiatives, including incentivising community benefits and tracking estimated carbon footprint savings which KJL makes available to its paying Customer subscribers or, on a limited basis, to a Trial Customer.

“Platform Terms of Use” means the terms governing the use and interactions amongst Authorised End Users made available on our Website (as defined in Condition 2.1) from time to time and upon an Authorised End User’s registration to the Platform.
“Services” means the services and service level support provided by KJL and as detailed in the Customer Subscription Agreement or, as the case applies, such limited services and access to our Platform made available by KJL via one or more of its Trial Services that KJL may offer from time to time.
“Shared Personal Data” means Licensee Data and any personal data to be shared between the parties pursuant to this Agreement.
“Sustainability Survey” means KJL’s survey which allows any Customer or, as applicable, Trial Customers using our Trial Services, to conduct surveys of its Authorised End Users’ commuting patterns and estimate, amongst other things, estimated emissions related thereto and calculate estimated potential carbon savings.
“Territory” means the territory set out in the Customer Subscription Agreement or as elected by a Trial Customer during their subscription to any Trial Services.
“Trial Services” means the whole or limited part of the Services, including KJL’s Sustainability Survey, which KJL may, from time to time, offer at no cost to Trial Customers and which may be selected and accessed via the Platform during any Trial Service subscription process and for a limited period.
“Trial Customer” means any person or entity who is a prospective Customer who elects to access or use any of the Trial Services for the purpose of evaluating or testing the features and functionality of the Platform and/or Services, subject to these Business Terms of Service.
“Viruses” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

ACCOUNT CREATION AND COMMUNITY MANAGEMENT

Whilst you can browse our website https://www.kintojoin-io-staging.xyz/ (”Website”), download or use certain applications or functions of our Platform for free, certain parts of our Platform and/or Services may not be available to you unless you are subscribed to our Platform and Services and/or have purchased additional Services from us as set out in the Customer Subscription Agreement, as applicable.
As part of our Platform subscription process, we may ask you to provide us with certain information about you, such as details of your authorised Admins, including their names and email address, company information, and billing details.
Upon subscription to our Platform, you will be entitled to designate an Admin for your account (“Account”). It is your responsibility to keep your Account details true, accurate, current, complete, private and confidential. We accept no liability to you or any third party for any loss or damage arising from your failure to keep your Account details in compliance with this Condition 2.3.
Amongst other Platform features and functions available to you, you may authorise your Admin(s) to create and manage a Community (or Communities, where additionally purchased in accordance with this Agreement) for and on your behalf. Such Admins may review requests from users of our Platform (intended to be your employees or workers) as ‘Authorised End Users’ of your managed Community (or Communities, if applicable).
We do not monitor requests from users of our Platform to join your Community and we do not verify the identity of such users as ‘Authorised End Users’ by you for the purposes of providing access to the Platform or our Services.
You agree, and shall procure that each and any Authorised End User agrees, to our Platform Terms of Use and Acceptable Use Policy when using our Platform.

TRIAL SERVICES

KJL may offer Trial Services to the Trial Customers via the Platform, subject to these Business Terms of Service. The Trial Services are provided for evaluation and testing purposes only and may have limited features, functionality, availability and/or duration.
In consideration of £1 (the receipt and sufficiency which is expressly acknowledged by KJL) and subject to and conditioned upon compliance with these Business Terms of Service, KJL shall provide to Trial Customers the Trial Services.

LICENCE AND FEES

In consideration of payments by you as set out in this Agreement, and subject to and conditioned upon compliance with this Agreement, we grant to you, during the Term, a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Platform and the Documents in connection with the Services) limited to the Territory and subject to your chosen Customer Tier Subscription or the Trial Services you have subscribed to, solely for your internal business operations.
KJL reserves the right to adjust the applicable Subscription Fees (as set out in the Customer Subscription Agreement) each year during the Term to reflect, if applicable, (i) Customer’s Authorised End User headcount and applicable Customer Subscription Tier (e.g., from SME to Large); and/or (ii) any increases of costs in the provision of the Services indicated by the percentage change of the Consumer Price Index for the United Kingdom over the previous 12 months during the Term or 2% above the rate of inflation, whichever is greater, both as published by the Office for National Statistics (ONS) (or by any successor body) or such index as may replace the Consumer Price Index for the United Kingdom if it is no longer published). KJL shall give the Customer not less than one month’s prior notice in writing of proposed changes. If the Customer objects to a proposed adjustment, the Parties shall discuss and seek to resolve the matter in good faith. Trial Customers will not be subject to these adjustments unless they become a paying Customer.

CUSTOMER AND TRIAL CUSTOMER OBLIGATIONS

You shall:

(a) Provide KJL with: (i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information as may be reasonably be required by KJL to provide the Services, Platform and Documents including but not limited to Licensee Data, security access information and configuration services;
(b) without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to your use of the Platform and performance of your obligations under this Agreement; and
(c) ensure that your network and systems comply with the relevant specifications provided by KJL from time to time.

You, acting through your designated Admin, shall be solely responsible for:

(a) inviting your intended users to become ‘Authorised End Users’ of your Community on the Platform;
(b) verifying the identity of and accepting requests from such users to join your Community as ‘Authorised End Users’ via the Platform;
(c) managing your Community (or, if applicable, Communities) and monitoring journeys undertaken by Authorised End Users and/or interactions between Authorised End Users in accordance with your Customer Company Policies and/or any shared travel to work incentives offered by you from time to time;
(d) ensuring Admins and Authorised End Users comply with the Platform Terms of Use.

You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of any and all Licensee Data. In relation to the Licensee Data, you hereby license us to use the Licensee Data for:

(a) the performance of the Services, including the provision of the Platform and the Documents; (b) the purposes set out in our Privacy Notice as described in Condition 14; and (c) all other purposes relevant to the exercise of our rights and obligations under this Agreement. (d) You undertake that: (e) the maximum number of Admins and/or Authorised End Users that you, in each case, authorise to access and use the Services, Platform and the Documents shall not exceed the number permissible under the applicable Customer Subscription(s) Tier you have purchased as detailed in our Customer Subscription Agreement with you or, as the case applies, the Trial Services you have chosen to subscribe to; (f) you will not allow or suffer any Customer Subscription Tier (or as applicable, any Trial Service to be used by more than one individual Admin and/or Authorised End User as permitted by the applicable Customer Subscription Tier (or as applicable, any Trial Service) unless it has been reassigned in its entirety to another individual Admin, or as the case applies, another Authorised End User, in which case the prior Admin, or as the case applies, the prior Authorised End User, shall no longer have any right to access or use the Services, Platform and/or Documents; (g) you shall, no more frequently than once per year, in the case of physical audits permit KJL or KJL’s designated auditor to audit the Services to verify that your use of the Services, Platform and Documents does not exceed the total number of Customer Subscription Tier purchased. This audit may take place physically on the Customer’s premises, or remotely, at KJL’s option, and KJL may deploy reasonable online audit tools via the Services for these purposes; and (h) you shall supervise and control use of the Services, Platform and Documents and ensure they are used by your employees and representatives only in accordance with the terms of this Agreement.

RESTRICTIONS

Except as expressly set out this Agreement or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, Services and/or Documents (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or Services
(c) access all or any part of the Services, Platform or Documents to build a product or service which competes with the Services, Platform or the Documents;
(d) use the Services, Platform or Documents to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Platform or Documents available to any third party except the Authorised End Users; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Platform, Services or Documents, other than as provided under this Agreement.

You shall not use the Services to:

(a) distribute or transmit to KJL any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission; (b) store, access, publish, disseminate, distribute or transmit any material which: (i) is in breach of our Platform Terms of Use and Acceptable Use Policy; (ii) is unlawful, harmful, threatening, defamatory, obscene, infringing of any rights of any third party, harassing or racially or ethnically offensive; (iii) facilitates illegal activity; (iv) depicts sexually explicit images; (v) promotes unlawful violence; (vi) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vii) is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, on no less than fourteen (14) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the fourteen (14) day period, to disable your, your Admin’s and/or Authorised End Users’ access to the Services, Platform and Documents for the duration of time that the breach remains unremedied. We also reserve the right to remove any material from our Platform at any time and without notice where we deem it to be in breach of this Condition 6.2.

You are forbidden from sharing your Account details with third parties. If your Account has been compromised, you must notify us immediately. If we have reason to believe that that you are sharing your Account details with third parties, we reserve the right, in our sole discretion, to (i) disable your Account until further notice to you; (ii) retroactively assess and issue additional fees payable by you in connection with the Services offered/ accessed by you outside the scope of our agreed terms in the Customer Subscription Agreement, in each instance, on our then current per-user pricing, and (iii) exercise any other rights or remedies we may have in this Agreement, including without limitation our termination rights set out in Condition 9.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Services, Platform and Documents anywhere in the world belong to us or our licensors, that rights in the Services, Platform and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Platform or the Documents other than the right to use them in accordance with the terms of this Agreement.
You acknowledge that you have no right to have access to any part of the Platform in source code form.

LIMITATION OF LIABILITY

You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services, Platform and Documents have not been developed or designed to meet or support any individual requirements you have, including any cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in. If you use the Services for any regulated activity you agree to comply with any requirements that apply to such regulated activity from time to time (including in any jurisdiction in which you operate or where the regulated activity is undertaken).
The Platform and KJL’s related Services do not include the provision of transportation nor is KJL a transportation carrier. We accept no responsibility nor liability for the actions or omissions of any Authorised End User and their respective compliance with applicable laws and regulations in relation to any shared journeys undertaken by them in the Territory, including, without limitation, their respective obligations to obtain and maintain applicable permits, licence (e.g., driving licences), insurance and/or vehicle safety certifications (e.g., MOTs) and to comply with Customer Company Policies in place from time to time. .
To the maximum extent permissible by law, you hereby waive and forever release us from any claim, liability, loss, injury or damage incurred and/or suffered arising from or in connection with your Authorised End Users’ interactions with one another on the Platform including, but not limited to, in connection with any actual or alleged breach by an Authorised End Users of your Customer Company Policies and/or with respect to any shared journeys undertaken by such Authorised End Users.
We only supply the Services, Platform and Documents for internal use by your business on an ‘as-is’ basis, and you agree not to use the Services, Platform or Documents for any resale, marketing and/or advertising purposes.

Subject to Condition 8.7, we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) wasted expenditure;
(e) loss or corruption of data or information;
(f) loss of business opportunity, goodwill or reputation,;
(g) where any of the losses set out in Condition 8.5(a)-(f) direct or indirect; or
(h) any special, indirect or consequential loss, damage, charges or expenses.

Other than the losses set out in Condition 8.5 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of (i) the applicable subscription fees paid by you pursuant to the Customer Subscription Agreement in 12 months prior to when the liability arose; or (ii) £1,000. This maximum cap does not apply to Condition 8.7.

Nothing in this Agreement shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

While KJL makes reasonable efforts to provide robust GHG emissions data in its reports, you acknowledge that the reports generated via KJL’s Sustainability Survey and the Platform contain estimates of an Authorised End User’s specified activity emissions only and may contain errors. KJL’s proprietary technologies calculate indirect measurements based on such Authorised End User’s selected activity and associated data input parameters as part of an ‘estimation model’. KJL does not calculate any uncertainty of sample data in its report to assess the confidence level or quality assurance of any Authorised End User’s input data. KJL’s Services do not use direct measurement tools to establish emissions data nor does KJL provide continuous emissions monitoring. It is your sole responsibility to ensure that any activity data input is true, accurate and complete. To the fullest extent permitted by applicable law, KJL disclaims all liability and accepts no responsibility for the accuracy of: (i) Authorised End User’s, input activity data; (ii) any subsequent amendments, additions and/or modifications made by you to any report data generated by KJL, the Services or the Platform, for any GHG emissions reporting obligations required by applicable law, or for any marketing claims.

You agree to compensate, defend and keep us and our affiliates and each of our respective officers, directors, employees, successors, assigns and licensees harmless and fully indemnified against any liabilities, costs, expenses (including other reasonable professional costs and expenses), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties (calculated on a full indemnity basis), and/or damages suffered or incurred by us arising out of or in connection with any claims, actions or legal proceedings (“Claims”) brought against us by any person as a result of: (i) any breach or alleged breach of any term of this Agreement by you or on your behalf (including any breach or alleged breach induced, caused or suffered by your designated Admin and/or , Authorised End Users) suffered; and (iii) any use or exploitation of the Services (or part thereof) by you or on your behalf in contravention of the Platform Terms of Use (including use or exploitation by your designated Admin, and/or Authorised End Users in contravention of the Platform Terms of Use); (iv) any breach by you or on your behalf of any applicable laws, regulations or related guidance.

We shall have full control of all Claims to which we are a named party and you shall cooperate with us in the defense or settlement of such claim. Upon prior written notice to us, you may have the opportunity to participate (at your own cost and expense) in any defense or settlement of any Claim subject to clause 8.9, provided that you shall not make any admission (whether orally or in writing) to any third party in respect of such Claims and you shall not undertake any act, omission or forbearance which may prejudice us in relation to such Claims, including without limitation, the settlement of any such Claim, without our prior written consent.

TERMINATION

We may terminate this Agreement (including any Customer Subscription Agreement) immediately by written notice to you if you commit a material or persistent breach of this Agreement, which you fail to remedy (if remediable) within 30 days after the service of written notice requiring you to do so.
Without affecting any other right or remedy available to KJL, KJL may terminate this Agreement with immediate effect by giving notice to you if:

(a) fail to pay us any Fees due;
(b) we are unable to verify or authenticate (should we choose to do so without being obliged to do so) any information you provide to us;
(c) any information which you provide to us is inaccurate;
(d) we decide, in our sole reasonable discretion, that you have abandoned your account;
(e) you take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(f) we decide, in our sole discretion, to discontinue operating, maintaining and/or offering all or any of the Services. If you have paid any Fees (as defined in the Customer Subscription Agreement) for any Services which we have discontinued and for which, by reason of such discontinuance, you have not received, then we will provide a pro-rata refund for Fees paid for the period such Services have not be received.

On termination for any reason:

(a) all rights granted to you under this Agreement shall cease;
(b) you must immediately cease all activities authorised by this Agreement;
(c) you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Platform then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so; and
(d) any outstanding sums, or unpaid invoices and interest, due to be paid to us pursuant to this Agreement shall immediately become payable. We shall have the right to issue invoices upon termination in respect of Services supplied but for which no invoice has been submitted, which shall be payable immediately on receipt.

COMMUNICATIONS BETWEEN US

Any notices by you concerning this Agreement shall only be valid if in writing by email or letter.
Deemed service of any notice shall be (a) 24 hours after an email is sent, (b) or three business days after the date of posting of any letter. ‘Business days’ for this purpose of this Condition 10.2, shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. This Condition 10.2 shall not apply to the service of any legal proceedings.

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 11.2.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

(a) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.

CONFIDENTIALITY

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except that (a) each party may disclose the other party’s confidential information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Condition 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority..
Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

PUBLICITY

Subject to Customer prior consent, KJL may refer to Customer as a client of KJL in its marketing materials. In which case, Customer grants KJL a non-exclusive, non-transferable licence during and after the Term to use the Customer’s name and logo solely for identifying the Customer as a client of KJL and in accordance with Customer’s branding guidelines where provided.;

HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Platform and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in privacy policy (“Privacy Notice”) and it is important that you read that information.
This clause sets out the framework for sharing of personal data between the parties as controllers only for the agreed purposes asset out in this Clause 14.2 below (“Agreed Purposes”):

(a) Agreed Purpose(s) for which Shared Personal Data may be used: Receipt and supply of the Services pursuant to this Agreement.
(b) Types of data subjects: Authorised End Users of Customer and/or Trial Customer.
(c) Categories of personal data (and clarification of any special categories of data): name, address, contact information, location, employment data, vehicle data, ridesharing data.
(d) Frequency and duration of processing activities: On-going for the duration of the Agreement.
(e) Data Retention: Each party shall only retain the personal data for as long as necessary to fulfil the Agreed Purposes, including for the purposes of satisfying any legal, accounting, or reporting requirements. At the end of the applicable retention periods, personal data shall be erased or anonymized in accordance with the data retention notice/policy of the party performing such erasure or anonymization.
(f) Lawful basis for sharing of Shared Personal Data between the parties: Legitimate interests of the parties in fulfilling the Services under the Agreement.

You acknowledge and agree that each party will act as a separate and independent controller of the Shared Personal Data.

Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation. In particular, each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the other party (including its successors and assignees), its employees, and any third parties engaged to perform its obligations in connection with this Agreement (“Permitted Recipients”); (b) give full information to any Authorised End User who is data subject and whose personal data (comprising Licensee Data) may be processed under this Agreement of the nature of such processing; (c) ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with the technical and organisational security measures together with any other applicable Data Protection Legislation and have entered into confidentiality agreements relating to the processing of personal data; (d) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (e) comply with any requirements under Data Protection Legislation relating to the transfer of the Shared Personal Data out of the UK or European Economic Area..

KJL shall not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients.

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall: (i) promptly inform the other party about the receipt of any data subject rights request and provide the other party with reasonable assistance in complying with any data subject rights request; and (ii) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation

OTHER IMPORTANT TERMS

We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
this Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it.
You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.